Data Processing Agreement
This Data Processing Agreement ("DPA") constitutes a legally binding contract between Beehub Inc. ("Beehub", "we", "us", or "our") and the entity employing Peppr-branded devices, applications, websites, or other requisite tools and systems ("Customer"). It specifies the terms under which we will process Personal Data on behalf of the Customer, in alignment with the Terms and Conditions that govern the relationship between the Customer and us (also referred to in this DPA as the "Agreement"). This DPA acts as a supplement to our Agreement and should be interpreted within the context of the overarching Terms and Conditions.
1. Definitions
"CCPA" means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or "CPRA").
"Customer" "You" or "Your" means the person or entity using Peppr-branded devices, application, the website or other necessary tools and systems.
"Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Information.
"Data Protection Laws" means all applicable legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Information in question under the Agreement.
"Data Subject" means the individual to whom Personal Information relates.
"Instructions" means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Information (including, but not limited to, depersonalizing, blocking, deletion, making available).
"Permitted Affiliates" means any of your Affiliates that (i) are permitted to use our Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a "Customer" as defined under the Agreement, (ii) qualify as a Controller of Personal Information Processed by us.
"Personal Information/Data" means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as Personal Information, personal information, or personally identifiable information under applicable Data Protection Laws.
"Personal Information Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Information transmitted, stored or otherwise Processed by us and/or our Sub-Processors under the Agreement. "Personal Information Breach" will not include unsuccessful attempts or activities that do not compromise the security of Personal Information, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.
"Processing" covers any action or set of actions performed on v including but not limited to collection, recording, organization, structuring, storage, adaptation, retrieval, consultation, usage, disclosure by transmission, distribution, alignment, combination, restriction, or erasure.
"Processor" means a natural or legal person, public authority, agency or other body which Processes Personal Information on behalf of the Controller.
"Sub-Processor" is any Processor appointed by us or our Affiliates to aid in fulfilling our obligations regarding the delivery of the Services under the Agreement. Sub-Processors may be third parties or our Affiliates but do not include any Beehub employees or consultants.
2. Customer Support and Responsibilities
2.1 Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Information and the Instructions it issues to us.
In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Information; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Information, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Information to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Information comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Services. You will inform us without undue delay if you are not able to comply with your responsibilities under this 'Compliance with Laws' section or applicable Data Protection Laws.
2.2 Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of our Service in accordance with the Agreement and Privacy Statement, constitute your complete Instructions to us in relation to the Processing of Personal Information, so long as you may provide additional instructions during the nature and lawful use of our Service.
2.3 Security. Within the scope of this DPA, it is your responsibility to independently verify that the level of data security provided meets your obligations under the applicable Data Protection Laws. Furthermore, you are responsible for ensuring your own security in the use of our services. This responsibility extends to the protection of Personal Information during its transmission to and from our services, which should include measures such as secure backups or encryption to maintain the confidentiality and integrity of the Personal Information.
2.4 Analytics Data. Notwithstanding anything to the contrary in this DPA, we may review and analyze data provided by you, including Personal Information. We may use the results of that review and analysis, in combination with data we collect as a result regarding your use of our products and services to provide support to you and to improve our products, services, and user experiences.
3. Processing
3.1 Role of the Parties. As between Beehub and Customer, we will process Personal Information under this DPA only as a Processor acting on behalf of the Customer. Customer may act either as a Controller or as a Processor with respect to Personal Information.
3.2 Customer Processing of Personal Information. Customer will, in its use of the Services, comply with its obligations under Data Protection Law in respect of its processing of Personal Information and any processing instructions it issues to us. Customer represents that it has all rights and authorizations necessary for us to process Personal Information pursuant to this DPA.
3.3 Beehub Processing of Personal Information.
3.3.1 We will comply with Data Protection Law applicable to its processing Personal Information disclosed in accordance with Customer's instructions. Customer agrees that this DPA and Privacy Statement are the complete and final instructions to us in relation to the processing of Personal Information. Processing any Personal Information outside the scope of this DPA and Privacy Statement will require prior written agreement between Beehub and Customer by way of written amendment to this DPA, and will include any additional fees that may be payable by Customer to us for carrying out such instructions.
3.3.2 It should be noted that if the California Consumer Privacy Act (CCPA) is applicable to any Personal Information, Customer will provide such information to us for the sole purpose of conducting business. In this capacity, we will act as Customer's service provider, abiding by the definitions outlined in the CCPA. We will not retain, use or disclose Personal Information for a commercial or any other purpose other than for performing obligations pursuant to the Agreement or as otherwise permitted by the CCPA.
3.4 Processing of Personal Information Details.
3.4.1 Subject matter. The subject matter of the processing under this DPA is the Personal Information that Customer provides to us in the course of the Services, as described in this DPA.
3.4.2 Duration. The duration of the processing under this DPA is determined by Customer and as set forth in this DPA.
3.4.3 Purpose. The purpose of the processing under this DPA is for us to perform the Services.
3.4.4 Nature of the processing. We and/or its Sub-processors are providing Services as described in this DPA. These Services may include the processing of Personal Information by us and/or its Sub-processors on systems that may contain Personal Information.
3.4.5 Categories of data subjects. You may submit Personal Information to us, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to any personal Information submitted by, sent to, or received by you, or your end users, via accessing or using our services.
4. Beehub Obligations
4.1 Compliance with Instructions. We will only Process Personal Information for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.
4.2 Conflict of Laws. If we become aware that we cannot Process Personal Information in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Information) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Services until such time as you issue new lawful Instructions with regard to the Processing.
4.3 Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Information from Personal Information Breaches. The Security Measures are subject to technical progress and development. We may update or modify the Security Measures from time to time provided that any updates and modifications do not result in material degradation of the overall security of the Services.
4.4 Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Information on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Information.
4.5 Personal Information Breaches. We will notify you without undue delay after we become aware of any Personal Information Breach and will provide timely information relating to the Personal Information Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Information Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.
4.6 Deletion of Personal Information. We will delete all Customer Data, including Personal Information Processed pursuant to this DPA, on termination or expiration of the Service. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices.
5. Data Subject Requests
We will reasonably cooperate with Customer, at Customer's expense, to permit Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Information under this DPA to the extent that Customer is unable to access the relevant Personal Information in their use of the Services.
6. Sub-Processors
You agree we may engage Sub-Processors to Process Personal Information on your behalf. Customer consents to us engaging Sub-processors to process Personal Information under this DPA. We will be responsible for any acts, errors, or omissions of its Sub-processors that cause us to breach any of our obligations under this DPA.
7. Data Transfers
You acknowledge and agree that we may access and process Personal Information on a global basis as necessary to provide the Services in accordance with the Agreement, and in particular that Personal Information may be transferred to and Processed by Beehub, Inc. outside the United States. Wherever Personal Information is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.
8. Additional Provisions for California Personal Information
8.1 Scope. The Additional Provisions for California Personal Information section of this DPA will apply only with respect to California Personal Information.
8.2 Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.
8.3 Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Services under the Agreement (the "Business Purpose") or as otherwise permitted by the CCPA, including as described in our Privacy Statement. Further, we certify we (i) will not Sell California Personal Information; (ii) will not Process California Personal Information outside the business relationship between the parties, unless required by applicable law.
8.4 Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. We will notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.
8.5 Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to Beehub does not form part of any monetary or other valuable consideration exchanged between the parties.
9. General Provisions
9.1 Amendments. We reserve the right to make any updates and changes to this DPA.
9.2 Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.
9.3 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THESE LIMITATIONS APPLY WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND ARE RELATED TO OUR PERFORMANCE OR NON-PERFORMANCE UNDER THIS DPA.
9.4 Governing Law. This DPA will be governed by and interpreted according to the Jurisdiction Specific Terms in the Agreement, unless required otherwise by Data Protection Laws.
10. Parties to this DPA
10.1 Permitted Affiliates. You enter into this DPA on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms "Customer", "you" and "your" will include you and such Permitted Affiliates.
10.2 Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.
10.3 Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations, and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.
Last Modified: May, 2024