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PLEASE READ THESE TERMS OF SERVICE CAREFULLY
These Customer Terms of Service (the “Agreement”) constitute a legally binding contract between BeeLiked and the Customer governing the Customer’s use of the BeeLiked Services. This Agreement expressly incorporates by reference the following documents, which form an integral part of the Agreement:
By accessing or using the Subscription Service or receiving the Professional Services, you represent and warrant that you have the authority to bind the Customer and agree, on behalf of the Customer, to be legally bound by this Agreement, which includes these Terms of Service, our Privacy Policy, and the Data Processing Addendum (DPA) attached as Appendix A. The DPA governs BeeLiked’s processing of Customer Data on behalf of the Customer in accordance with applicable Data Protection Laws. You further acknowledge that continued use of the Subscription Service or receipt of Professional Services after the Effective Date constitutes acceptance of the Agreement. The Customer is responsible for ensuring that all Users are authorized to act on its behalf and comply with the Agreement. If you do not agree to the terms of the Agreement, you must not access or use the Subscription Service or receive the Professional Services.
We may update these Terms of Service from time to time. If you have an active BeeLiked subscription, we will notify you of material changes to the terms via in-app notification or by email at least 30 days before the effective date of the changes. Material changes will not retroactively reduce your rights or expand your obligations under the Agreement without your express consent. If you do not agree to the updated terms, you may terminate the Agreement by providing written notice to BeeLiked before the effective date of the changes, in which case you will be entitled to a pro-rata refund of any prepaid, unused Subscription Fees. Continuing to use the Subscription Service after the effective date constitutes your acceptance of the updated terms.
Account means an account issued by BeeLiked on the BeeLiked Platform that enables the Customer to create and manage Promotions, subject to the terms of this Agreement and any applicable Order Form.
Add-ons mean additional product enhancements (including limit increases and other add-ons) that are available for purchase and are listed on our features and pricing page, as updated from time to time. The purchase and use of Add-ons are subject to the terms of this Agreement and may require acceptance of additional terms. Any changes to the features and pricing page will not apply retroactively to Add-ons already purchased unless otherwise agreed in writing.
Admin User(s) means the same as User but, in addition, can add new Users to the Account and download data. An Admin User is also authorized to subscribe to additional products or services via the Platform, which may incur costs, provided such authority has been expressly granted by the Customer. BeeLiked shall not be liable for any unauthorized purchases made by Admin Users. Admin Users may access Customer Data only to the extent necessary to perform their administrative functions and in accordance with applicable Data Protection Laws.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Agency means any third-party individual or entity, excluding Customer’s employees, that is expressly authorized by the Customer to create, manage, or administer a BeeLiked Account on the Customer’s behalf, including but not limited to marketing agencies, consultants, or other service providers. Agencies must comply with the terms of this Agreement and are deemed to act on behalf of the Customer.
Agreement means these General Terms, together with all Order Forms executed by the parties, and any addenda, schedules, or attachments to any of the foregoing that are expressly incorporated by reference and agreed to in writing by both parties. For the avoidance of doubt, materials referred to or linked herein shall only be included to the extent they are expressly incorporated by reference and not modified unilaterally after the Effective Date.
Authorized Payment Method means a current, valid payment method accepted by BeeLiked, which may include payment through your account with a third party. BeeLiked may update the list of accepted payment methods from time to time upon providing reasonable prior notice to the Customer. The Customer shall ensure that the Authorized Payment Method remains valid and up to date throughout the Subscription Term.
BeeLiked means BeeLiked Media Ltd (company number: 06795071), whose registered office is at Unit 6, Team Valley Trading Estate, Gateshead, NE11 0BU, United Kingdom. References to “we,” “our,” or “us” shall be construed accordingly.
BeeLiked Content means any data, images, graphics, information, statements, Intellectual Property, or other material (regardless of form or media) created by or on behalf of BeeLiked for use in conjunction with the BeeLiked Platform. All rights, title, and interest in and to the BeeLiked Content shall remain exclusively with BeeLiked.
BeeLiked Platform, or the Platform, means the hosted SaaS platform developed, operated, and maintained by BeeLiked, which provides access to the features and functionalities described in the applicable Order Form(s) and documentation. The Platform is accessible via app.beeliked.com or another designated URL, which BeeLiked may update from time to time upon reasonable notice to the Customer.
BeeLiked Service or the Subscription Service means the provision of access to the BeeLiked Platform and all associated web-based applications and tools that are specified and subscribed to under one or more Order Forms, or that BeeLiked otherwise makes available to the Customer. BeeLiked develops, operates, and maintains these services, which are accessible via app.beeliked.com or another designated URL notified to the Customer. The BeeLiked Service also includes ancillary products and services, including Professional Services, which may be subject to additional fees as set out in the applicable Order Form or as otherwise agreed in writing.
Billing Period means the period for which you agree to prepay fees under an Order Form. This period may be the same length as the Subscription Term specified in the Order Form or shorter. For example, if you subscribe to the Subscription Service for a one-year Subscription Term with a twelve-month upfront payment, the Billing Period will be twelve months.
Confidential Information means all confidential information disclosed by a Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that a reasonable person would consider confidential under the circumstances. Confidential Information includes, without limitation, all information concerning: the Disclosing Party's customers and potential customers; past, present, or proposed products; marketing plans; engineering and other designs; technical data; business plans; business opportunities; finances; research; development; and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data is considered Confidential Information under this Agreement, regardless of whether it is designated as confidential. Notwithstanding the foregoing, BeeLiked may use aggregated and anonymized Customer Data for internal business purposes, including analytics, benchmarking, and service improvement, provided such data does not identify Customer or any individual. The obligations of confidentiality shall survive for a period of five (5) years following the termination or expiration of this Agreement, except with respect to trade secrets, which shall remain confidential for so long as they remain trade secrets under applicable law.
Customer Data means any data (including Personal Data) that you submit, collect, or otherwise process via the Subscription Service, including but not limited to User and Entrant Information. Customer Data is processed by BeeLiked solely on your behalf and in accordance with the terms of this Agreement and the DPA. For clarity, Personal Data refers to any information relating to an identified or identifiable individual as defined under applicable Data Protection Laws and is included within Customer Data. Customer acknowledges and agrees that it is the data controller of Customer Data and is solely responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired. Customer Data does not include BeeLiked Content or Promotion Content.
Data Breach means any actual or reasonably suspected accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to Customer Data, including Personal Data, transmitted, stored, or otherwise processed by BeeLiked in connection with the provision of the Subscription Service.
Data Processing Addendum (DPA) means the agreement between the parties governing the terms under which BeeLiked processes Personal Data on behalf of the Customer in accordance with applicable Data Protection Laws. The DPA is incorporated into and forms part of this Agreement as an appendix. In the event of any conflict between the terms of the DPA and this Agreement, the terms of the DPA shall prevail solely with respect to the processing of Personal Data. BeeLiked’s obligations in relation to Personal Data are strictly limited to those set forth in the DPA.
Data Protection Law means (a) all applicable data protection and privacy legislation in force from time to time in the UK, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; (b) any other European Union legislation relating to personal data; and (c) all other applicable data protection and privacy laws and regulations in any jurisdiction where BeeLiked or the Customer operates, including but not limited to the California Consumer Privacy Act (CCPA), the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), the Brazilian General Data Protection Law (LGPD), and the Australian Privacy Act 1988, as amended.
Downtime means a critical full outage or severe issue that constitutes a catastrophic problem, causing a complete inability to use the core functionality of the Subscription Service (excluding Free Services) across a significant portion of the production environment (e.g., crash or hang), resulting in production downtime, and where no reasonable temporary workaround or solution is available or effective.
Excluded Duration means the time attributed to: (i) unavailability caused by circumstances beyond our reasonable control, including acts of God, governmental actions, emergencies, natural disasters, floods, fires, civil unrest, acts of terror, strikes, or other labor issues (excluding those involving our employees) or any other force majeure event or factors; (ii) any problems resulting from the Customer combining or merging the Subscription Service with any hardware or software not supplied by us or identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the Subscription Service resulting from telecommunications or internet service provider failures outside our data center, as measured by our third-party website availability monitoring provider; (iv) any interruption or unavailability resulting from the Customer's misuse, improper use, alteration, or damage to the Subscription Service; and (v) unavailability during scheduled maintenance performed on the Subscription Service, provided that such maintenance is communicated to the Customer with at least 48 hours’ advance notice, except in the case of emergency maintenance, which shall be communicated as soon as reasonably practicable.
Effective Date means the date specified as the effective date in the applicable Order Form(s). If multiple Order Forms are executed, the Effective Date for each Order Form shall be the date specified therein, and the Effective Date of this Agreement shall be the earliest such date unless otherwise expressly stated.
Enterprise Client means a customer who subscribes to BeeLiked’s services with the involvement of BeeLiked’s account management team, as indicated in the applicable Order Form. Enterprise Clients may be eligible for additional services such as custom pricing, dedicated support, and enhanced communication options, subject to mutual agreement and availability as specified in the applicable Order Form or other written agreement.
Entrant means a single individual (other than a User) who interacts with your Promotions and may have their information stored by you in the Subscription Service. For the avoidance of doubt, BeeLiked shall not be considered the controller of any data relating to Entrants, and you are solely responsible for ensuring that any collection, storage, or processing of Entrant data complies with applicable Data Protection Laws.
Entrant Information means any data, including but not limited to Personal Data, images, graphics, opinions, statements, or other material (regardless of form or media) submitted by Entrants to your Promotions on the Subscription Service or uploaded by you to the Subscription Service. You acknowledge and agree that you are solely responsible for the accuracy, legality, and compliance of such Entrant Information with applicable Data Protection Laws. BeeLiked acts solely as a processor of such data in accordance with the terms of the Data Processing Addendum (DPA), and you shall not upload or cause to be uploaded any Sensitive Data unless expressly permitted in writing by BeeLiked.
Entries: Our volume-based measure of Entrant activity with a Promotion, calculated based on the number of interactions or submissions by Entrants as recorded by the Platform. Each Account includes a Monthly Entry Allowance as specified in the applicable Order Form. If the number of Entries exceeds the Monthly Entry Allowance, overage charges may apply based on the applicable pricing tier for the product and/or feature used within the Platform, as set out on our pricing page or as otherwise agreed in writing.
Free Services means the Subscription Service, Account, or other products or features made available by BeeLiked to you on an unpaid or free trial basis. Free Services are provided 'as-is' without warranties of any kind, and may be subject to limitations, including reduced functionality, support, or availability. BeeLiked may suspend or terminate Free Services at any time without notice. Customer acknowledges that Free Services may not include the same data protection, security, or service level commitments as paid services, and use of Free Services is at Customer’s sole risk.
Hourly Rate(s) has the meaning given in the applicable Order Form. If not specified, the default rate shall be $280 USD per hour, exclusive of any value-added tax, other sales taxes, or duties. BeeLiked reserves the right to update the default Hourly Rate(s) upon thirty (30) days’ prior written notice to Customer, provided that any such change shall not apply retroactively to services already performed.
Initial Term has the meaning given to it in the applicable Order Form. For Free Services, the Initial Term will be the period during which you maintain an active Account to access the Free Services, unless earlier terminated in accordance with this Agreement. Unless otherwise stated in the Order Form, the Initial Term shall automatically renew for successive periods equal to the Initial Term (each a 'Renewal Period') unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Intellectual Property means patents, trademarks, service marks, trade names (including internet domain names and email address names), logos, copyrights, authors' rights, moral rights, know-how, rights in look and feel, database rights, rights in designs and inventions, and all similar or equivalent rights arising or subsisting in any jurisdiction, whether registered or not, including the right to apply for registrations, renewals, or extensions. For the avoidance of doubt, all Intellectual Property created by or on behalf of BeeLiked in connection with the BeeLiked Platform or the provision of the BeeLiked Services shall remain the sole and exclusive property of BeeLiked, unless otherwise expressly agreed in writing.
Monthly Entry Allowance means the maximum number of monthly entries included with each Account as set out on the Order Form. If the Customer exceeds the Monthly Entry Allowance, BeeLiked reserves the right to charge overage fees in accordance with its then-current pricing or to suspend or limit access to the affected features until the next billing cycle, as further detailed in the Order Form or applicable pricing page.
Order Form or Order means each ordering document issued by BeeLiked and either (i) signed by both you and BeeLiked, or (ii) completed and submitted by you through the BeeLiked Platform, including submission of billing information. Each Order Form is governed by and incorporated into this Agreement.
Personal Data means any information relating to an identified or identifiable natural person, as defined under applicable Data Protection Laws, and includes information referred to as personal data, personal information, or personally identifiable information. For the purposes of this Agreement, Personal Data is included within Customer Data and is processed by BeeLiked in accordance with the Data Processing Addendum (DPA).
Processed Data means Personal Data that BeeLiked processes on behalf of the Customer in accordance with this Agreement and the Data Processing Addendum (DPA). For the purposes of such processing, the Customer shall be the data controller and BeeLiked shall be the data processor, as those terms are defined under applicable Data Protection Laws.
Professional Services means training, configuration, integration, installation, design, and other services as described in an Order Form or otherwise provided by BeeLiked. Any deliverables or work product resulting from Professional Services shall be subject to the ownership and licensing terms set forth in this Agreement or the applicable Order Form.
Promotion, Game, or Campaign means each of the Customer’s named promotions that are created, hosted, and managed via the BeeLiked Platform, subject to BeeLiked’s technical and content guidelines, and provided such promotions comply with applicable laws and the terms of this Agreement.
Promotion Content means any data, images, graphics, information, surveys, opinions, statements, Intellectual Property, or other material that You or Users contribute to the BeeLiked Platform for distribution to Entrants through the BeeLiked Service. You represent and warrant that you have all necessary rights, licenses, and consents to submit such content and grant BeeLiked a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, and distribute the Promotion Content solely for the purpose of providing the BeeLiked Service in accordance with this Agreement and applicable Data Protection Laws.
Renewal Period means the period of time for which the Subscription Term is automatically extended following the Initial Term, as specified in the applicable Order Form. If no Renewal Period is specified in the Order Form, the Renewal Period shall be twelve (12) months, unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
Reward or Rewards means any prize, gift card, voucher, or item of value awarded to an Entrant as part of a Promotion managed through the BeeLiked Platform. For the avoidance of doubt, the Customer is solely responsible for the selection, legality, fulfilment, and any tax obligations associated with such Rewards, and BeeLiked shall have no liability in connection therewith.
RunnyHoney means the consumer-facing promotional game hub operated by BeeLiked. Promotions created on the BeeLiked platform may be delivered through RunnyHoney. When a Promotion is delivered via RunnyHoney, the Customer remains the Data Controller and Promoter unless otherwise stated. Use of RunnyHoney by end-users is subject to separate terms of service and privacy policy.
Self-Service Client means any customer who subscribes to and uses BeeLiked’s services via the BeeLiked Platform without direct intervention from BeeLiked’s account management team. Self-Service Clients are responsible for managing their own accounts and may perform actions such as upgrading, downgrading, or cancelling their subscription via the BeeLiked Platform, provided that such actions are made in accordance with the applicable terms and conditions set forth in their Order Form and this Agreement, including any applicable notice periods, billing cycles, and restrictions on mid-term changes.
SLA means a BeeLiked Service Level Agreement that is either attached to an Order Form, incorporated by reference into an Order Form, or otherwise made available by BeeLiked to the Customer, which sets forth the service levels applicable to the BeeLiked Service.
Subscription Fee means the recurring fee payable by the Customer for access to the Subscription Service, as set out in the applicable Order Form. The Subscription Fee excludes any applicable taxes, levies, or duties imposed by taxing authorities, and does not include fees for Add-ons or Professional Services unless otherwise specified in the Order Form.
Subscription Term means the period beginning on the Effective Date and continuing through the Initial Term as specified in the applicable Order Form, and thereafter automatically renewing for successive Renewal Periods of equal duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term, unless otherwise stated in the Order Form.
Third-Party Sites means third-party websites that may be linked to or accessible from within the Subscription Service, including Communications Services. BeeLiked does not control and is not responsible for the content, availability, or data practices of such Third-Party Sites. Access to and use of Third-Party Sites is at the Customer’s own risk and subject to the terms and conditions of such sites.
Users mean you, your employees, agents, or contractors who have been issued User IDs and passwords and are authorized by BeeLiked to access the BeeLiked Service. The Customer is responsible for all actions and omissions of its Users in connection with their use of the BeeLiked Service and shall ensure that all Users comply with the terms of this Agreement and all applicable laws.
‘You’, ‘your’, or ‘Customer’ means the legal entity or natural person identified on any applicable Order Form that subscribes to the Service(s) under this Agreement, including its Affiliates and authorized Users. The Customer shall be responsible for compliance with the terms of this Agreement by all Users accessing the Service(s) on its behalf. References to ‘you’, ‘your’, and ‘yours’ shall be interpreted accordingly.
Subject to the terms of this Agreement, BeeLiked grants Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Subscription Service during the Subscription Term solely for its internal business purposes and in accordance with the Documentation. Customer shall not (a) use the Service in violation of applicable laws or regulations, including Data Protection Laws; (b) permit access to or use of the Service by any third party other than its authorized Users; (c) reverse engineer, decompile, or disassemble the Service; or (d) use the Service to transmit or store any Sensitive Data unless expressly permitted in writing by BeeLiked. Customer is responsible for all activity occurring under its Account and shall ensure that its Users comply with the terms of this Agreement. Promotions configured on the BeeLiked platform may be distributed by the Customer through their own channels, or optionally made accessible to end-users via RunnyHoney, a consumer-facing promotion portal operated by BeeLiked solely as a hosting interface
During the Subscription Term, we will provide your Users with access to the Subscription Service as described in this Agreement and the applicable Order. Access is provided subject to the limits outlined in the Pricing Pages or your Order Form. The level of support varies depending on whether you are a Self-Service Client or an Enterprise Client. We may offer your Users access to our Free Services by activating them in your BeeLiked account; however, we will provide prior written notice and obtain your consent before any such activation. We may provide some or all elements of the Subscription Service through third-party service providers, provided that such providers are bound by written agreements imposing confidentiality and data protection obligations that are at least as protective as those set forth in this Agreement. BeeLiked shall remain fully liable for the performance of such third-party service providers in connection with the Subscription Service.
You must ensure that all access, use, and receipt by your Users complies with this Agreement. You may provide access to and use of the Subscription Service to your Affiliates' Users or allow them to receive the Professional Services purchased under an Order, provided that all such access, use, and receipt by your Affiliates' Users complies with this Agreement. You will at all times remain liable for your Affiliates' and their Users' compliance with this Agreement, including compliance with applicable Data Protection Laws and obligations relating to the processing of Customer Data.
You shall assign at least one Admin User to the Platform. You acknowledge and agree that each Admin User is authorized to purchase additional products and services from the Platform on your behalf, subject to any internal controls or limitations you establish. BeeLiked will provide a confirmation of these purchases to the designated billing contact. Unless otherwise agreed in writing by BeeLiked, payment for these additional products and services is due in advance. You are solely responsible for ensuring that appropriate internal controls are in place to manage and monitor such purchases. BeeLiked shall not be liable for any unauthorized purchases made by your Admin Users unless such purchases result from BeeLiked’s gross negligence or wilful misconduct.
You may subscribe to additional features of the Subscription Service by placing an additional Order or, if available, by activating the additional features directly from within your BeeLiked account. Any such activation constitutes a binding Order and may incur additional fees, which will be clearly disclosed to you before activation. You are responsible for ensuring that only authorized Users activate such features. If an activation occurs in error, you must notify BeeLiked within five (5) business days, and BeeLiked will work with you in good faith to resolve the issue. This Agreement and the terms herein apply to any additional Orders or features.
BeeLiked will use commercially reasonable efforts to achieve a monthly Service Uptime of at least 99.0% for the Subscription Service, measured over each calendar month. Service Uptime will be calculated based on BeeLiked’s system records and will exclude any Downtime and Excluded Duration, as defined in this Agreement. For Enterprise Clients with a fully executed SLA, additional uptime guarantees and remedies may apply as set forth in the applicable SLA. BeeLiked shall notify affected Enterprise Clients in writing within five (5) business days if the Service Uptime falls below the applicable threshold in any given month.
For all other Clients (including Self-Service Clients), BeeLiked will use commercially reasonable efforts to achieve a monthly Service Uptime of at least 99.0%, measured over each calendar month and calculated based on BeeLiked’s system records, excluding any Downtime and Excluded Duration. No specific SLAs or credit remedies apply unless separately agreed to in writing on a case-by-case basis.
This uptime guarantee does not apply to Free Services, which are provided 'as is' without specific uptime commitments.
The limits that apply to you will be specified in your Order Form, this Agreement, or on our pricing page. For Free Subscriptions, these limits may also be designated within the product interface. We reserve the right to update Service Limits for Self-Service Clients via the Pricing Page; such updates will take effect at the start of the next Billing Period. If the limits change, we will provide you with at least thirty (30) days' prior notice via in-app notification or email, including a summary of the changes, allowing you the opportunity to adjust your subscription accordingly. If you do not agree to the updated limits, you may terminate your subscription without penalty before the changes take effect. In such case, no refund shall be due for any unused portion of the Billing Period unless otherwise required by applicable law.
Downgrades may be restricted if your Account actively uses features or functionality not available in the lower-tier plan. Prior to initiating a downgrade, you must adjust your usage to comply with the limitations of the desired plan. BeeLiked will provide reasonable guidance and tools to help you assess downgrade eligibility and make necessary adjustments. Downgrade requests must be submitted at least fifteen (15) days prior to the end of the current Billing Period and will take effect at the start of the next Billing Period, unless otherwise agreed in writing. No refunds or credits will be issued for downgrades made during an active Billing Period.
BeeLiked will not make material changes to any paid BeeLiked Service that significantly reduce its core functionality without providing you with at least thirty (30) days’ prior written notice, except where such changes are required by applicable law or necessary for security, legal, or regulatory compliance. In such cases, BeeLiked will use commercially reasonable efforts to notify you in advance. For clarity, 'core functionality' refers to the primary features and capabilities of the BeeLiked Service as described in the applicable Order Form or documentation at the time of purchase. BeeLiked may make changes to Free Services, including changes that materially reduce functionality, provided that reasonable notice is given when practicable.
Customer support terms, including applicable service levels, response times, and support hours, are set forth in your Order Form and any applicable SLA. In the event of a conflict between the Order Form, SLA, and the pricing page, the Order Form shall prevail, followed by the SLA. BeeLiked shall provide support in accordance with the applicable SLA and maintain commercially reasonable support practices.
You will adhere to the Service Limits, as specified on the Pricing Pages available at https://www.beeliked.com/pricing (“Service Limits”). BeeLiked may update these Service Limits from time to time; however, material changes that negatively impact your use of the BeeLiked Service will not take effect until the start of your next Renewal Period, unless otherwise agreed in writing. You are encouraged to review the Pricing Pages periodically. Furthermore, and without limiting the other requirements in this Agreement, you may not use the BeeLiked Service, either directly or indirectly, with content or in a manner that:
Organizations or individuals who promote, encourage, or facilitate hate speech, violence, or discrimination, whether through their own content or by distributing user-generated content, are prohibited from using the BeeLiked Service. This prohibition applies regardless of whether the BeeLiked Service is specifically used for the prohibited activities. Violations of these standards may result in the termination of your use of the BeeLiked Service.
You are responsible for moderating entrant-generated content. If such content violates these standards, BeeLiked will notify you and provide a reasonable opportunity, not less than five (5) business days, to address the issue. Repeated or severe violations, as reasonably determined by BeeLiked, may result in the suspension or termination of your use of the BeeLiked Service, in accordance with the termination provisions of this Agreement. BeeLiked will act proportionately and in good faith when exercising such rights.
If you use any of our developer tools, APIs, or associated software (collectively, the “Developer Tools”), you agree to comply with the terms of this Agreement and any additional API documentation, usage guidelines, and policies made available by BeeLiked from time to time on the BeeLiked Platform (collectively, the “API Terms”), which are incorporated by reference. You shall not use the Developer Tools in any manner that (i) exceeds the scope of access granted by BeeLiked; (ii) compromises the security or integrity of the BeeLiked Platform; or (iii) violates any applicable laws or third-party rights. BeeLiked reserves the right to suspend or revoke access to the Developer Tools upon written notice if it reasonably believes that you are violating the API Terms or this Agreement, provided that BeeLiked will use reasonable efforts to provide prior notice and an opportunity to cure where feasible.
You are solely responsible for ensuring that your access to and use of the Subscription Service complies with all applicable laws and regulations in the jurisdiction(s) from which you access or use the Subscription Service. You may not use the Subscription Service if such use is prohibited under the laws of your jurisdiction, and BeeLiked disclaims any liability arising from your non-compliance with such laws.
If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which reflect industry standards for responsible email practices. The BCP document is available at https://www.m3aawg.org/sites/default/files/m3aawg_sender_bcp.pdf. You agree to use commercially reasonable efforts to follow these practices and shall not use purchased, rented, or third-party email lists unless you have obtained verifiable consent from each recipient. BeeLiked reserves the right to suspend or terminate your access to the BeeLiked Service for violations of this provision.
You are prohibited from using the BeeLiked Service to send emails to:
Customer warrants that each email it sends, or that is sent on its behalf using the BeeLiked Service, will contain the elements described below. BeeLiked shall not be responsible for the content or compliance of such emails, and Customer shall ensure that all such communications comply with applicable laws and this Agreement.
These requirements may not apply to transactional emails, as defined under applicable Data Protection Laws, where such requirements are not legally mandated. Customer warrants that it will use commercially reasonable efforts to comply with all opt-out, unsubscribe, 'do not call,' and 'do not send' requests. BeeLiked shall provide reasonable cooperation and technical support, where applicable, to assist Customer in fulfilling these obligations.
You agree not to:
Examples of prohibited actions include hacking, spoofing, and denial-of-service attacks, as well as sending emails that contain or transmit viruses, propagating worms, or distributing any malware, including spyware, adware, or other such files or programs.
These restrictions apply regardless of your intent, whether you act intentionally or unintentionally.
You will use the BeeLiked Service for your internal business purposes and will not:
You will notify us without undue delay, and in any event within 24 hours, of any unauthorized use of your users’ identifications, passwords, or Accounts, and will cooperate fully with us in investigating and mitigating any such unauthorized use.
You will not:
The Subscription Service is not designed to automatically comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Federal Information Security Management Act (FISMA), the General Data Protection Regulation (GDPR), the Personal Data Protection Act (PDPA), or the Payment Card Industry Data Security Standard (PCI DSS). Accordingly, BeeLiked disclaims any responsibility or liability for compliance with such regulations. You may use the Subscription Service to collect, store, and process Personally Identifiable Information (PII), sensitive data, or financial data only if: (a) you have obtained our prior written consent; and (b) you comply with all applicable laws and regulations, including those listed above.
You are solely responsible for ensuring that your use of the Subscription Service, including the collection, storage, and processing of Customer Data, complies with all applicable laws, regulations, and industry standards. BeeLiked will comply with its obligations as a data processor solely to the extent set forth in the Data Processing Addendum (DPA) incorporated into this Agreement and under applicable Data Protection Laws. BeeLiked shall have no responsibility or liability for your compliance with laws or regulations applicable to your industry or jurisdiction.
YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES ARE NOT DESIGNED TO COMPLY AUTOMATICALLY WITH INDUSTRY-SPECIFIC REGULATIONS, INCLUDING BUT NOT LIMITED TO HIPAA, FISMA, PCI DSS, OR OTHER SECTOR-SPECIFIC DATA PROTECTION LAWS. THE SUBSCRIPTION SERVICE IS NOT INTENDED FOR THE COLLECTION, STORAGE, OR PROCESSING OF SENSITIVE DATA (AS DEFINED IN THIS AGREEMENT), INCLUDING HEALTH INFORMATION, FINANCIAL ACCOUNT INFORMATION, OR SPECIAL CATEGORIES OF PERSONAL DATA UNDER APPLICABLE DATA PROTECTION LAWS. YOU SHALL NOT SUBMIT OR PROCESS ANY SUCH SENSITIVE DATA THROUGH THE SUBSCRIPTION SERVICE UNLESS YOU HAVE OBTAINED OUR PRIOR WRITTEN CONSENT AND ENTERED INTO A SEPARATE AGREEMENT EXPRESSLY GOVERNING SUCH PROCESSING. ANY UNAUTHORIZED PROCESSING OF SENSITIVE DATA SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.
You acknowledge that your timely participation and cooperation are essential for BeeLiked to perform the Services as outlined in the applicable Order Form. This includes, without limitation, providing necessary information, attending scheduled meetings and calls, and providing timely feedback. You further acknowledge that any failure to reasonably participate or cooperate may result in delays, reduced performance, or increased costs. In such cases, BeeLiked shall not be liable for any failure to meet performance timelines or deliverables, and BeeLiked reserves the right to adjust the delivery schedule and/or charge additional fees at the applicable Hourly Rate(s) to account for the additional time and resources required.
You are solely responsible for procuring and maintaining network connections and telecommunications links from your systems to the BeeLiked Platform and Service. BeeLiked shall have no responsibility or liability for any problems, conditions, delays, delivery failures, or any other loss or damage arising from or relating to your network connections and telecommunications links or caused by the Internet. Such issues shall be excluded from any service level or performance obligations under this Agreement.
You acknowledge and agree that you are the “promoter” of each Promotion and are solely responsible for ensuring that each Promotion complies with all applicable laws, statutes, and regulations in the jurisdiction where the Promotion is conducted (collectively, “Promotion Laws”). This remains true regardless of the manner or location of access, including if it is publicly accessible via RunnyHoney. BeeLiked acts only as a technical facilitator and host of the promotion content and shall not be considered the “promoter” of any such Promotion unless explicitly named as such in writing.
If you elect to deliver a Promotion via RunnyHoney, you further acknowledge that (i) you remain the data controller in respect of any personal data collected from Entrants, (ii) you are solely responsible for legal compliance, prize fulfilment, and all communications with Entrants, and (iii) BeeLiked acts solely as a data processor on your behalf in relation to any personal data collected through RunnyHoney-hosted Promotions. Nothing in this Agreement transfers or modifies these responsibilities.
BeeLiked does not provide legal advice and disclaims any responsibility for your compliance with Promotion Laws. You must immediately notify BeeLiked in writing if you become aware that a Promotion does not comply with any Promotion Laws or may be considered an illegal lottery. BeeLiked shall have no liability for any non-compliance by you, and you agree to indemnify and hold BeeLiked harmless from any claims, losses, or liabilities arising from your failure to comply with Promotion Laws.
You agree to review and provide written feedback for each deliverable under an Order Form within three (3) Business Days of receipt. If you do not provide feedback within this period, the deliverable will be deemed accepted. You may reject a deliverable within seven (7) days of receipt by providing written notice specifying the reasons for rejection. Each deliverable includes one (1) round of non-material revisions to the design and creative aspects, provided such revisions do not alter the original scope or instructions set forth in the applicable Order Form. Any additional rounds of revisions or material changes shall be subject to BeeLiked’s prior written approval and may incur additional fees and/or timeline extensions, which will be communicated and agreed upon in writing before commencement.
Each party represents and warrants that it has the legal capacity and authority to enter into this Agreement (including each Order Form) and to perform its obligations hereunder.
You acknowledge and agree that you are solely responsible for monitoring, collecting, and maintaining any data required to complete any regulatory or tax forms related to the Rewards you provide to your Entrants, including, but not limited to, IRS Forms 1099-MISC and 1099-NEC. BeeLiked shall have no responsibility or liability for your compliance with any tax reporting obligations related to such Rewards.
Customer acknowledges and agrees that it is solely responsible for notifying its Entrants of any tax liabilities arising from the Rewards provided to them. BeeLiked shall have no responsibility or liability for any such tax obligations. BeeLiked may, at its discretion, provide tools or templates to assist with such notifications, but these are provided 'as-is' and without warranty.
If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period, as specified at the time of registration, or (b) the start date of your paid subscription, unless terminated earlier in accordance with this Agreement. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all data within the Subscription Service may be permanently deleted. We will provide you with at least ten (10) days' prior written notice before such deletion and, where feasible, offer you the ability to export your data. Any additional terms and conditions applicable to the free trial will be clearly presented on the trial registration web page and are incorporated by reference into this Agreement.
If you have a legacy BeeLiked product, some of the features and limits that apply to that product may differ from those described in these General Terms and/or the features and pricing page. We reserve the right to transition legacy products to our then-current offerings; however, we will provide you with at least thirty (30) days' prior written notice before making such a transition. If you determine that you are using a legacy product and would like to upgrade to a current version, you must execute a new Order. If you do not wish to transition to the current offering, you may terminate the affected portion of the Service by providing written notice to us within the thirty (30) day notice period, and we will refund any prepaid, unused fees for the affected Service on a pro-rata basis.
Certain industries are associated with higher-than-average abuse complaints, which may impact our ability to provide the BeeLiked Services to all customers. To protect service integrity, we reserve the right to restrict or discontinue your use of the BeeLiked Services if you operate in one of these industries, as determined by us in good faith and based on reasonable evidence. We will provide you with written notice and an opportunity to respond before taking such action. If we discontinue your access to the BeeLiked Services under this section, we will refund any prepaid, unused fees for the affected Service on a pro-rata basis.
If you use any of our Developer Tools, APIs, or associated software (collectively, the “Developer Tools”), you agree to comply with this Agreement, the API Terms, and any additional documentation or usage guidelines made available by BeeLiked from time to time on the BeeLiked Platform. You shall not use the Developer Tools in any manner that may compromise the security, integrity, or availability of the BeeLiked Platform or any Customer Data. You further agree not to use the Developer Tools to access, store, or transmit Sensitive Data unless expressly permitted in writing by BeeLiked. BeeLiked reserves the right to suspend or revoke access to the Developer Tools at any time if it reasonably believes you are in breach of this Agreement or applicable law.
If you purchase Professional Services from BeeLiked, the scope, deliverables, and applicable fees will be set out in an Order Form or a separate statement of work. All Professional Services are provided on a time-and-materials basis unless otherwise agreed in writing. You acknowledge that timely cooperation and access to necessary resources and personnel are essential for BeeLiked to perform the Professional Services. Unless otherwise agreed, all Professional Services are non-cancellable and non-refundable. Any Intellectual Property created by BeeLiked in the course of providing Professional Services shall be owned by BeeLiked, unless otherwise expressly stated in the applicable Order Form.
Unless otherwise agreed in an Order Form, all Professional Services will be delivered in English. Any request for delivery in another language must be made in writing and is subject to BeeLiked’s prior written approval, which may be granted or withheld at its sole discretion. Additional fees may apply for services delivered in a language other than English, as determined by BeeLiked.
All Professional Services shall be performed remotely unless otherwise agreed in writing by BeeLiked. If any Professional Services are performed on-site at the Customer’s request and with BeeLiked’s prior written agreement, the Customer shall reimburse BeeLiked for all pre-approved, reasonable, and properly documented expenses incurred in connection with such services, including but not limited to travel, accommodation, and subsistence. BeeLiked reserves the right to determine the scope and necessity of any on-site services.
Estimated dates or deadlines for the delivery of the Professional Services, including any agreed deliverables, will be specified in the relevant Order Forms. Such dates are estimates only and time shall not be of the essence in respect of the delivery of the Professional Services. BeeLiked will use commercially reasonable efforts to deliver the Services within the indicated delivery period, provided that the Customer has supplied all necessary instructions, materials, decisions, and access required for BeeLiked to perform the Services. Any delay in the Customer’s provision of such resources shall result in a corresponding extension of the delivery timeline, and BeeLiked shall not be liable for any delay caused by such failure.
We reserve the right to provide some or all elements of the Professional Services through qualified third-party service providers. We will remain fully responsible for the performance of such third parties and for ensuring their compliance with the terms of this Agreement, including all applicable Data Protection Laws and the Data Processing Addendum (DPA). We will ensure that such third parties are bound by written agreements imposing confidentiality and data protection obligations that are no less protective than those set forth in this Agreement.
If the Customer cancels any Professional Services, BeeLiked reserves the right to invoice the Customer for the portion of the Professional Services that have been completed and delivered up to the effective date of cancellation, calculated in accordance with clause 4(b). The Customer shall pay such fees within thirty (30) days of the invoice date. Cancellation must be made in writing. A minimum cancellation charge may apply, as specified in the applicable Order Form, provided such charge is reasonable and proportionate to the services already performed. Any prepaid fees for Professional Services not yet performed as of the effective date of cancellation shall be refunded to the Customer within thirty (30) days of cancellation.
The Subscription Fee will remain fixed during the Initial Term of your subscription unless one or more of the following conditions apply, and such changes are either initiated by you or mutually agreed in writing:
For Free Services, no payment is due. The Subscription Fee will only apply once you transition to a paid subscription or upgrade. At that point, you will be notified in advance and required to accept the applicable Order Form or pricing terms.
Upon renewal, we may increase your subscription fees to our current list price as set forth on our pricing page. If this increase applies to you, we will notify you at least thirty (30) days before your renewal. The increased fees will apply at the start of the next Renewal Period. If you do not agree to the increase, either party may terminate the subscription at the end of the then-current Subscription Term by providing written notice in accordance with the section titled ‘Notice of Non-Renewal’.
If you are paying by credit card, you authorize BeeLiked to charge your Authorized Payment Method for all fees payable during the Subscription Term. You further authorize BeeLiked to use a third-party payment processor to process such payments and consent to the disclosure of your payment information to such third party solely for this purpose. BeeLiked shall not be liable for any acts or omissions of such third-party payment processors. If an attempt to charge your Authorized Payment Method fails (e.g., due to expiration or invalidity), you authorize BeeLiked to retry billing your Authorized Payment Method up to three (3) times within a ten (10) day period. If you update your Authorized Payment Method to remedy such failure, BeeLiked will automatically resume billing. BeeLiked may also receive updates to your Authorized Payment Method from its payment service providers and resume billing, accordingly, provided such updates are obtained in compliance with applicable Data Protection Laws and you have provided any necessary consents. If BeeLiked remains unable to successfully charge a valid Authorized Payment Method, BeeLiked will provide written notice and allow a ten (10) business day cure period. If payment is not received within this period, BeeLiked may suspend your access to the Subscription Service in accordance with the ‘Suspension’ section or terminate your account in accordance with the ‘Termination for Cause’ section.
If you are paying by invoice, BeeLiked will issue an invoice no earlier than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and at other times during the Subscription Term when additional fees are payable. All invoiced amounts are due and payable within fifteen (15) days from the invoice date, unless otherwise specified in the applicable Order Form. Late payments may be subject to interest at the rate of 1.0% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date full payment is received. In addition to interest, BeeLiked reserves the right to recover any reasonable costs incurred in collecting overdue amounts, including legal fees. For the avoidance of doubt, all payment obligations are non-cancellable, and all fees paid are non-refundable.
You agree to keep your business information current, including your company name, address, primary contact, and payment information. You are responsible for ensuring that your Authorized Payment Method and tax information remain accurate and up to date. You may make updates via your Billing Page within your BeeLiked account.
You authorize BeeLiked to charge your Authorized Payment Method for all applicable fees during the Subscription Term and until all outstanding amounts are paid in full. Except as expressly provided in this Agreement, all payment obligations are non-cancellable, and all amounts paid are non-refundable. Fees are due and payable in advance for the entire Subscription Term. In the event of a good faith dispute regarding any charge, you must notify BeeLiked in writing within fifteen (15) days of the charge, and both parties agree to work in good faith to resolve the dispute promptly.
If you are an Agency purchasing on behalf of a client, you are responsible for ensuring the Order Form is properly completed and executed. You agree to guarantee payment of all fees under the Order Form and will be jointly and severally liable with your client for any unpaid fees, including initial subscription fees and any recurring charges incurred during the Subscription Term. BeeLiked may, at its sole discretion, pursue payment from either the Agency or the client. The Agency shall ensure that it has appropriate contractual arrangements in place with its client to recover any such amounts.
All fees are exclusive of applicable taxes, including but not limited to VAT, GST, PST, and HST. You agree to pay all taxes related to your use of the Subscription Service and Professional Services, excluding taxes based on BeeLiked’s gross revenue or net income.
If you are located in the European Union, you represent and warrant that you are registered for VAT purposes in your member state and will provide your valid VAT registration number upon request and prior to any transaction being processed. You are solely responsible for ensuring the accuracy and validity of the VAT registration number provided. BeeLiked may charge VAT as required by law if a valid VAT registration number is not provided in a timely manner. BeeLiked will not be obligated to issue refunds or credits for VAT charged unless required by applicable law.
If you are subject to GST, PST, HST, or any other similar tax, all fees exclude those taxes, and you agree to pay them as applicable.
For customers in other jurisdictions, you are responsible for any applicable sales, use, or similar taxes resulting from your use of the Subscription Service and Professional Services. BeeLiked will issue tax-compliant invoices as required by applicable law.
If you are required by applicable law to deduct or withhold tax from payments due to BeeLiked, you shall, to the extent permitted by law, pay such additional amounts as necessary to ensure that the net amount actually received by BeeLiked, after such deduction or withholding, equals the full amount BeeLiked would have received had no such deduction or withholding been required. You shall provide BeeLiked with a valid tax receipt or other official documentation, reasonably acceptable to BeeLiked, evidencing payment of the withheld amount to the relevant tax authority within ninety (90) days of the invoice date. All payments shall be made in the currency specified in the applicable Order Form, unless otherwise agreed in writing.
You are not required to repay the Deduction Amount, provided that you have paid the withheld amount to the appropriate tax authority and provided BeeLiked with a valid and sufficient tax receipt or other official documentation evidencing such payment within ninety (90) days from the date of the invoice. BeeLiked may review the documentation provided and raise objections within thirty (30) days of receipt, but only if it reasonably determines, based on objective criteria, that the documentation is insufficient to evidence payment to the relevant tax authority.
If you do not provide the required tax receipt or other acceptable documentation within the specified ninety (90)-day period, and such failure is not due to a reasonable delay outside your control (such as delays caused by the relevant tax authority), then the full Subscription Fee, including the previously withheld Deduction Amount, shall become due and payable upon written notice from BeeLiked. BeeLiked may charge interest on overdue amounts in accordance with the terms of this Agreement and may suspend or terminate your Account for nonpayment, provided that BeeLiked gives you at least ten (10) days’ prior written notice and a reasonable opportunity to cure the nonpayment.
If a purchase order is required by your internal processes, you shall provide BeeLiked with a valid purchase order within five (5) days from the execution of the applicable Order Form. Any terms and conditions included in or referenced by such purchase order are hereby rejected and shall be void and of no effect. The enforceability of the Order Form and your obligation to pay the applicable fees shall not be contingent upon the issuance of a purchase order. BeeLiked shall not be obligated to delay performance under the Order Form pending receipt of such purchase order.
If any Fees are not received from you by the due date, then, without limiting BeeLiked’s other rights or remedies, such overdue Fees will automatically accrue interest daily at a rate of 3.0% per annum above the Bank of England's base rate from time to time, or the maximum rate permitted by law, whichever is lower, calculated on a simple interest basis from the date such payment was due until the date paid in full. BeeLiked may, but is not required to, provide written notice of the application of such interest.
If you dispute any portion of an invoice in good faith, you must notify BeeLiked in writing within ten (10) business days of receipt of the invoice and provide reasonably detailed information regarding the nature of the dispute. Failure to provide such notice within this period shall constitute a waiver of your right to dispute the applicable portion of the invoice, unless you can demonstrate that the delay was due to circumstances beyond your reasonable control. The parties will work together in good faith to resolve any dispute promptly. Payment of any undisputed portion of the invoice shall not be construed as acceptance of the disputed portion, and the undisputed portion remains payable in accordance with the payment terms set forth in this Agreement. Interest shall not accrue on disputed amounts during the period in which the dispute is being resolved in good faith but shall accrue on any portion ultimately determined to be payable from the original due date until paid in full.
Your initial subscription term will be specified in your Order. Unless otherwise specified, your subscription will automatically renew at the end of each subscription term (either monthly or annually), and your fees will be charged accordingly. For monthly subscriptions, your subscription will automatically renew on a rolling 30-day basis. For annual subscriptions, your subscription will automatically renew for a one-year term. You will be notified of any changes to the Subscription Fee or material terms at least thirty (30) days before the renewal date. Renewal is subject to BeeLiked’s sole discretion. BeeLiked reserves the right not to renew your subscription for any reason. Renewal terms and notice requirements are further detailed in the section of this Agreement titled “Notice of Non-Renewal.”
Renewal terms and fees will be communicated to you via email at least thirty (30) days before the renewal date. To avoid automatic renewal, you must provide written notice of non-renewal at least fifteen (15) days prior to the end of your current Subscription Term, unless a different notice period is specified in your Order Form. If you do not provide timely notice, your subscription will automatically renew and you will be responsible for the applicable Subscription Fees for the Renewal Period.
Unless otherwise specified in your Order Form, to prevent the automatic renewal of your subscription, either party (you or BeeLiked) must provide written notice of non-renewal at least thirty (30) days before the end of the current Subscription Term. The method of notice depends on the subscription type, as outlined below. Notice will be deemed effective only upon confirmed receipt by the other party. If the Order Form does not specify a Renewal Period, the Subscription Term will automatically renew for a period equal to the Initial Term.
In both cases, notice must be provided at least thirty (30) days before the end of the current Subscription Term, unless otherwise specified in your Order Form. If timely notice is not provided, the subscription will automatically renew for a Renewal Period equal in duration to the Initial Term, unless otherwise stated in the Order Form. BeeLiked may, but is not obligated to, send a renewal reminder prior to the renewal date.
You may cancel your subscription early by providing written notice as described in the section titled ‘Notice of Non-Renewal.’ However, unless otherwise agreed in writing by BeeLiked, no refunds will be provided for any prepaid or unused Subscription Fees, and you will remain obligated to pay all outstanding fees through the end of the current Subscription Term. Early cancellation will not relieve you of your payment obligations for the full Subscription Term or terminate this Agreement unless BeeLiked agrees otherwise in writing. BeeLiked reserves the right to terminate the Agreement or suspend the Subscription Service at any time for material breach by the Customer, subject to applicable notice requirements.
Either party may terminate this Agreement for cause if any of the following conditions occur:
Except as otherwise provided in this Agreement, including under the ‘Early Cancellation’ or ‘Termination for Cause’ sections, or if a Force Majeure Event continues for more than thirty (30) days, or if required to comply with applicable law or regulatory obligations, this Agreement may not be terminated before the end of the Subscription Term without the mutual written consent of both parties.
BeeLiked does not proactively monitor user content. However, we may suspend or restrict access to the Subscription Service if we receive a credible and substantiated report, or otherwise become aware, of a violation (whether material or not) of applicable laws or the terms of this Agreement that, in our reasonable judgment, poses a risk to the integrity, security, or lawful operation of the Subscription Service. Suspension may apply only to the specific portion of the Subscription Services directly affected by the violation, unless a broader suspension is reasonably necessary to prevent harm or ensure compliance. Where practicable, we will provide you with prior written notice of such suspension and an opportunity to respond. In urgent or legally mandated circumstances, we may suspend access without prior notice but will notify you as soon as reasonably possible afterward. BeeLiked shall not be liable for any suspension made in good faith under this Section.
BeeLiked does not have a duty to actively monitor, pre-screen, or police user content or Entrant Information. However, if we receive a valid and substantiated report, or otherwise become aware, of a violation of this Agreement or are required by law to act, we may, in our sole discretion, suspend or terminate access to the Subscription Service or remove specific Entrant Information. Any such action will be taken in good faith, and when possible, we will provide you with prior written notice and an opportunity to respond, unless doing so would be impractical or prohibited by law. BeeLiked shall not be liable for any suspension, termination, or removal of Entrant Information undertaken in good faith under this Section.
If any payment is not received by the due date, we will notify you of the nonpayment and provide a grace period of fifteen (15) days to resolve the issue. If payment is not made within this grace period, we may suspend access to the Subscription Services. If you notify us in writing of a bona fide payment dispute within this period, we will provide an additional fifteen (15) days to resolve the dispute, during which time your access to Customer Data will be maintained solely for recovery purposes. If payment remains outstanding after the extended grace period, we may fully suspend access to the Subscription Services, and all past-due amounts will become immediately payable. We may, at our sole discretion, charge a reasonable reactivation fee, not to exceed $600, to reinstate the Subscription Services and will provide advance notice of the fee. Late payments may be subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law. BeeLiked shall have no obligation to retain or provide access to Customer Data beyond the applicable grace or dispute resolution periods.
If your website or use of the Subscription Service results in:
then we may, upon providing reasonable electronic or telephonic notice to you, suspend access to the affected portion of the Subscription Service. We will make commercially reasonable efforts to limit the suspension to only the affected portion of the Subscription Service and to restore full access as soon as the underlying issue is resolved. Each party will cooperate in good faith to promptly resolve the issue causing the suspension. Nothing in this clause limits our right to terminate for cause as outlined above, provided that such termination is based on (i) a material breach of this Agreement by you that has not been cured within thirty (30) days of written notice, or (ii) your actions causing demonstrable and material harm to BeeLiked, its prospects, or its customers, as determined by an objective standard of reasonableness. During any suspension or termination, we will continue to comply with our obligations regarding Customer Data, including under the DPA and applicable Data Protection Laws.
We may suspend, limit, or terminate the Free Services at any time, with or without notice; however, we will use reasonable efforts to notify you at least five (5) business days in advance where practicable. We may also terminate your subscription to the Free Services due to prolonged inactivity, defined as no login activity for a continuous period of 90 days. Termination of Free Services will not affect any active paid subscriptions or our obligations with respect to Customer Data, which will continue to be handled in accordance with this Agreement, the DPA, and applicable Data Protection Laws, except as otherwise required by law.
If your paid subscription is terminated or expires, we will continue to make our Free Services available to you unless the Agreement was terminated by BeeLiked for cause, as defined in this Agreement. In such cases, BeeLiked may, at its reasonable discretion and upon written notice, restrict or deny access to the Free Services.
You will continue to be subject to the applicable provisions of this Agreement, including those relating to intellectual property, confidentiality, and limitations of liability, for as long as you maintain access to a BeeLiked account, including access to Free Services.
Upon termination or expiration of this Agreement, you must cease all use of the Subscription Service and BeeLiked Content. If you terminate this Agreement for cause (as defined in this Agreement), or if BeeLiked terminates this Agreement without cause, we will refund any prepaid but unused Subscription Fees, calculated on a pro rata basis, for the period after the effective date of termination, provided that you have not materially breached the Agreement. Any such refund will be processed within sixty (60) days of the effective date of termination. If we terminate this Agreement for cause, you will remain liable for all unpaid fees due through the end of the current Subscription Term. Except as expressly stated in this paragraph, Subscription Fees are non-refundable.
You own and retain all rights to the Customer Data. This Agreement does not grant BeeLiked any ownership rights to Customer Data. You grant BeeLiked a non-exclusive, worldwide, royalty-free, non-transferable (except as permitted under this Agreement), and irrevocable (during the Subscription Term) license to use, host, store, reproduce, and process the Customer Data solely to the extent necessary to provide the Subscription Service and Professional Services to you, and as otherwise permitted by this Agreement and the Data Processing Addendum (DPA). You also represent and warrant that if you are using the Subscription Service or receiving Professional Services on behalf of another party, you have all necessary rights and permissions to do so, and you agree to indemnify and hold BeeLiked harmless from any claims arising from your breach of this representation. Notwithstanding the foregoing, BeeLiked may use anonymized and aggregated data derived from Customer Data for internal business purposes, including analytics, service improvement, benchmarking, and marketing insights, provided that such data cannot reasonably be used to identify you or any individual and excludes Personal Data.
We will not use Customer Data to contact any individual or company except as necessary to provide the Subscription Service and Professional Services, to comply with applicable law, or as otherwise expressly directed or permitted by you. We will use Customer Data solely to provide the Subscription Service and Professional Services to you, and only as permitted by applicable law, this Agreement, and the Data Processing Addendum (DPA). For clarity, we may use anonymized and aggregated data derived from Customer Data for internal business purposes, including improving our services, developing new features, and generating commercial insights, provided that such data cannot reasonably be used to identify you or any individual and excludes Personal Data.
BeeLiked may collect information about the Customer and its Users when they interact with the Subscription Service, including but not limited to usage patterns, device information, and interaction logs ("Usage Data"), in accordance with the Agreement, the Privacy Policy, and the Data Processing Addendum (DPA). BeeLiked may use such Usage Data for the purposes of providing, maintaining, supporting, and improving the Subscription Service, and for internal business analytics. Where feasible, Usage Data will be aggregated and/or anonymized. BeeLiked may use and disclose such aggregated and anonymized data for any lawful purpose, including benchmarking, research, and development. BeeLiked will not disclose non-aggregated or non-anonymized Usage Data to third parties except as necessary to provide the Subscription Service or as required by applicable law or valid legal process.
We may use Usage Data for machine learning purposes to support and develop features and functionality within the Subscription Service and similar products and services. Subject to the terms of the Data Processing Addendum (DPA) and applicable Data Protection Laws, you hereby provide your documented instructions for us to use Customer Data for such machine learning purposes, provided that such Customer Data is first aggregated and/or anonymized in accordance with applicable Data Protection Laws. You may withdraw this instruction at any time by submitting a request to privacy@beeliked.com. Upon receipt of such a request, we will cease using your Customer Data for machine learning purposes, without affecting the lawfulness of any processing carried out prior to such withdrawal.
For more information on these practices, please see our Privacy Policy, available at https://www.beeliked.com/privacy-policy.
BeeLiked stores User Information for each User and may use it solely for internal and operational purposes necessary to provide and improve the BeeLiked Service, including verifying a User’s compliance with this Agreement and the Terms and Conditions. Any such use shall be in accordance with the BeeLiked Privacy Policy and applicable Data Protection Laws.
We will delete or return all Customer Data, including Personal Data (including copies thereof) processed under this agreement, upon termination or expiration of your Subscription Service, according to the procedures on our features and pricing page. This term will apply unless 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. In such cases, we will securely isolate and protect the data from further processing and delete it according to our deletion practices. You may request deletion of your BeeLiked account after expiration or termination of your subscription by sending a request to support@beeliked.com.
You are responsible for retrieving your Customer Data before the end of your Subscription Term. We may, but are not obligated to, provide access to the Subscription Service or assist with data retrieval after termination or expiration. Any such assistance is subject to our availability, may be provided under our then-current terms, and may incur additional fees. Requests for assistance must be made in writing before the end of the Subscription Term.
The Subscription Service provides you with several controls to retrieve, delete, or restrict Personal Data, which you can use to fulfil your obligations under Data Protection Laws. This includes your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (Data Subject Requests).
If you are unable to independently address a Data Subject Request using the tools provided in the Subscription Service, then, upon your written request, we will provide reasonable assistance, to the extent technically feasible and within a commercially reasonable timeframe, to help you respond to such requests or to inquiries from data protection authorities relating to the Processing of Personal Data under this Agreement. Such assistance may be subject to reimbursement of commercially reasonable costs, provided that we notify you in advance and obtain your written approval for these costs. For the avoidance of doubt, you remain solely responsible for complying with your obligations under applicable Data Protection Laws, and we do not provide legal advice.
If we receive a Data Subject Request or other communication regarding the Processing of Personal Data under this Agreement directly from a Data Subject or data protection authority, we will, to the extent legally permitted, notify you in writing without undue delay and, where appropriate, advise the Data Subject to direct the request to you. Unless we are legally required to respond, we will not respond to such requests without your prior written instruction. If we are legally required to respond, we will inform you of this obligation (unless prohibited by law) and, where permitted, provide a copy of our response. You remain solely responsible for providing a timely and substantive response to any such request or communication, and we shall not be liable for any failure by you to do so.
You acknowledge and agree that we may access and process Personal Data globally as necessary to provide the Subscription Service in accordance with this Agreement. Personal Data may be transferred to and processed in the United States or other jurisdictions where BeeLiked or its Sub-processors operate. BeeLiked will ensure such transfers comply with applicable Data Protection Laws by implementing appropriate safeguards, including Standard Contractual Clauses (SCCs), the UK Addendum to the SCCs, the International Data Transfer Agreement (IDTA) issued by the Information Commissioner's Office (ICO) of the United Kingdom, the Data Privacy Framework, or any other Alternative Transfer Mechanism as defined in the DPA. These transfers are governed by the DPA and are subject to the terms outlined therein. We will notify you, where required by the DPA or applicable law, of any material changes to the applicable transfer mechanisms or Sub-processors.
This section applies only to Enterprise Clients, as defined in the Agreement. Self-Service Clients are not entitled to the rights or obligations described in this section unless otherwise agreed in writing.
We will make available all information reasonably necessary to demonstrate compliance with Clause 5.4 and will allow for and contribute to audits, including inspections conducted by you or your designated auditor, to assess compliance. Any audit is subject to at least thirty (30) days’ advance written notice, must be conducted during normal business hours, and is subject to appropriate confidentiality obligations. We reserve the right to object to any auditor who, in our reasonable opinion, is not suitably qualified or independent. Audits shall be limited to once per calendar year unless otherwise required by applicable Data Protection Laws or the DPA and shall be conducted in a manner that minimizes disruption to our business. You shall bear all costs associated with any such audit unless the audit reveals a material breach of Clause 5.4.
You acknowledge and agree that, unless otherwise required by applicable Data Protection Laws or the DPA, your audit rights under Clause 5.4 shall be exercised exclusively by instructing us to comply with the audit measures described in this section.
You acknowledge that the Subscription Service is hosted by our hosting Sub-processors, who maintain independently validated security programs (including SOC 2 and ISO 27001), and that our systems are audited annually for SOC 2 compliance and regularly tested by independent third-party penetration testing firms.
Upon request, we will supply our SOC 2 report and summary copies of our penetration testing reports to you on a confidential basis so that you can verify our compliance with Clause 5.4.
You may request copies of these documents from us by contacting your Account Manager. Further, at your written request, we will provide written responses on a confidential basis to reasonable and proportionate requests for information from you that are necessary to confirm our compliance with Clause 5.4, provided that:
The DPA governs the data processing terms of this Agreement, including demonstrations of compliance where applicable.
The BeeLiked Service, Platform, BeeLiked Content, and Promotion Content are owned by either BeeLiked or its respective licensors or suppliers. Other than any pre-existing rights you may have in Customer Data, you do not acquire, and agree not to assert, any rights (whether of ownership or otherwise) in the BeeLiked Service, Platform, BeeLiked Content, or Promotion Content.
You acknowledge and agree that BeeLiked may use and reproduce, and permit its clients to use and reproduce, any content uploaded to the Platform that you or your licensors do not own. You confirm that you will not bring infringement claims against BeeLiked or its customers for the use of a Promotion idea used by you or in any Promotion Content.
You acknowledge and accept that BeeLiked may place a hyperlinked ‘powered by BeeLiked’ discrete logo or other mark on any web pages or apps it hosts on its servers. If this logo is removed or obscured without prior written permission, BeeLiked reserves the right to request its reinstatement. If it is not remedied within three (3) business days of written notice, BeeLiked may suspend hosting of the affected pages or apps until compliance is restored.
You own all right, title, and interest in your Customer Data. You grant BeeLiked a non-exclusive, royalty-free, worldwide license during the term of this Agreement to use your Customer Data while making the Promotion available on the BeeLiked Platform and while providing the Services. BeeLiked does not acquire and agrees not to assert any ownership rights over Customer Data.
You are solely responsible for the legality, reliability, integrity, accuracy, and quality of all your content. While BeeLiked is not obligated to monitor, validate, or verify the content you upload to the Platform, it reserves the right to remove or disable access to any content that it reasonably believes violates applicable laws, this Agreement, or the rights of third parties. This clause does not limit BeeLiked’s obligations under applicable Data Protection Laws or the Data Processing Addendum.
You grant us the right to add your name and company logo to our customer list and website. Additionally, you grant us the right to use promotional imagery—including images, videos, and other promotional content created in connection with the services provided—for marketing and promotional purposes, such as display on our website, in case studies, and in other promotional materials.
You may revoke the rights granted under this section at any time by providing us with written notice. Upon receipt of such notice, we will cease using your name, logo, and promotional content in any new marketing or promotional materials within thirty (30) days. We will make commercially reasonable efforts to remove such content from our website and other digital platforms within the same time frame. However, you acknowledge that we may be unable to remove content that has already been published or distributed prior to your notice, including content that has been cached or archived by third parties.
We warrant that:
For Free Services, we do not provide performance warranties. However, we offer limited support and may provide a remedy, such as bug fixes or functionality improvements, where commercially reasonable, at BeeLiked's discretion.
In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance within sixty (60) days of receiving written notice from you (the “Remedy Period”). If we cannot correct the non-conformance within the Remedy Period, either party may terminate this Agreement by providing written notice within thirty (30) days after the Remedy Period ends. Upon such termination, we will promptly refund any prepaid but unused fees for the Subscription Service in accordance with the Effect of Termination provision of this Agreement. This refund is your sole and exclusive remedy for such non-conformance, except in cases involving a breach of our obligations under applicable Data Protection Laws or the Data Processing Addendum (DPA), where additional remedies may apply.
We will not have any obligation or liability under this section to the extent that the non-conformance would not have occurred but for: (i) any combination of the Subscription Service with hardware, software, equipment, or data not provided or approved by us in writing; (ii) modification of the Subscription Service by anyone other than us or our authorized representatives; or (iii) use of the Subscription Service in violation of, or outside the scope of, this Agreement.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM ARISING FROM A BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION. NOTHING IN THIS SECTION LIMITS EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR BREACHES OF DATA PROTECTION OBLIGATIONS UNDER APPLICABLE LAW OR THE DATA PROCESSING ADDENDUM.
EXCEPT AS EXPRESSLY SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE 'PROTECTION OF CUSTOMER DATA' SECTION OR UNDER THE DATA PROCESSING ADDENDUM, BEELIKED, ITS AFFILIATES, AND AGENTS MAKE NO OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY, OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHRONIZED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, BEELIKED CONTENT, OR THE PROFESSIONAL SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY BE SUBJECT TO LIMITATIONS OR INTERRUPTIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICE, BEELIKED CONTENT, AND PROFESSIONAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND BEELIKED DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT SUCH WARRANTIES CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
For the avoidance of doubt, this disclaimer applies to all clients. Additionally, Free Services are provided with limited or no support, and BeeLiked does not guarantee the performance, availability, or reliability of these Free Services. Free Services are not subject to any service level commitments or data protection obligations beyond those required by applicable law.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION OF CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THIS LIMITATION OF LIABILITY APPLIES TO ALL SERVICES, INCLUDING FREE SERVICES. NOTWITHSTANDING THE FOREGOING, THIS LIMITATION DOES NOT APPLY TO A PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, OR FOR A FINAL JUDICIAL DETERMINATION OF A WILLFUL OR GROSSLY NEGLIGENT VIOLATION OF DATA PROTECTION LAWS.
EXCEPT FOR A PARTY’S LIABILITY FOR: (I) PAYMENT OBLIGATIONS; (II) LIABILITY ARISING UNDER THE ‘INDEMNIFICATION’ SECTION; (III) BREACH OF CONFIDENTIALITY; (IV) VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS; OR (V) GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, AND SUBJECT TO SECTION 10.4 AND 10.5, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE GREATER OF: (A) THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO BEELIKED FOR THE SUBSCRIPTION SERVICE IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY THOUSAND DOLLARS ($50,000). FOR FREE SERVICES, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000), EXCEPT TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY LAW.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS SECTION SHALL LIMIT EITHER PARTY’S LIABILITY FOR A BREACH OF THE DATA PROCESSING ADDENDUM OR FOR A SECURITY INCIDENT INVOLVING CUSTOMER DATA TO THE EXTENT CAUSED BY THAT PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MATERIAL BREACH OF ITS OBLIGATIONS UNDER APPLICABLE DATA PROTECTION LAWS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY ARISING FROM YOUR USE OF THIRD-PARTY PRODUCTS, EXCEPT TO THE EXTENT SUCH PRODUCTS ARE PROVIDED BY US OR EXPRESSLY INTEGRATED INTO THE SUBSCRIPTION SERVICE BY US, WHERE 'EXPRESSLY INTEGRATED' MEANS INTEGRATION PERFORMED AND MAINTAINED BY BEELIKED. FOR THIRD-PARTY PRODUCTS THAT ARE RECOMMENDED BUT NOT PROVIDED OR INTEGRATED BY US, WE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THEIR USE, PROVIDED THAT SUCH RECOMMENDATION WAS MADE IN GOOD FAITH AND WITH REASONABLE DILIGENCE. WE AND OUR AFFILIATES SHALL HAVE NO LIABILITY FOR ANY DATA PROCESSING OR SECURITY INCIDENTS ARISING FROM THIRD-PARTY PRODUCTS UNLESS WE ARE THE DATA PROCESSOR FOR SUCH DATA UNDER THE TERMS OF THE DATA PROCESSING ADDENDUM. OUR LICENSORS HAVE NO LIABILITY UNDER THIS AGREEMENT EXCEPT TO THE EXTENT REQUIRED BY LAW.
You acknowledge and agree that the limitation of liability provisions set forth in this Agreement, including those in Section 10.7, are an essential basis of the bargain between the parties, and that BeeLiked’s provision of the Subscription Service is conditioned upon your acceptance of such limitations, to the extent permitted by applicable law.
Nothing in this Agreement limits or excludes any liability that cannot legally be limited or excluded. This includes liability for:
We may propose modifications to this Agreement by posting a revised version at http://beeliked.com/terms-and-conditions and notifying you via email, in-app notification, or dashboard alert. The revised version will become effective thirty (30) days after such notice. If you do not agree with the proposed modifications, you must notify us in writing within the thirty (30) day period. In such case, the existing terms will continue to apply until the end of your current Subscription Term. If you do not provide such notice and continue to use the Subscription Service after the thirty (30) day period, you will be deemed to have accepted the revised terms. Material changes—defined as changes that significantly affect your rights or obligations—will not apply retroactively and will require your affirmative consent to take effect for any Renewal Period.
If you disagree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. Upon such notice, your subscription will continue to be governed by the terms and conditions of the Agreement in effect prior to the modification until the end of your current Subscription Term. If you do not wish to renew under the modified terms, you may elect not to renew your subscription without penalty by providing written notice before the renewal date. If the modification materially and adversely affects your rights or obligations under the Agreement, you may terminate the Agreement early by providing written notice within the 30-day period, and we will refund any prepaid but unused fees on a pro rata basis.
If we are legally required to implement modifications, or if material product changes—defined as changes that significantly and adversely affect the core functionality or availability of the Subscription Service—make it commercially impracticable to continue providing the Subscription Service under the prior terms, we may terminate the affected portion of the Agreement by providing you with at least thirty (30) days’ prior written notice. Before terminating, we will act in good faith and make reasonable efforts to consult with you and explore commercially viable alternative solutions. In such cases, we will promptly refund any prepaid but unused fees for the affected portion of the Subscription Service on a pro rata basis, in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.
No delay in exercising any right or remedy, or failure to object, waives that right or remedy or any other right or remedy. A waiver on one occasion does not waive any right or remedy on any future occasion.
Except for payment obligations for amounts due under this Agreement, neither party shall be liable for any failure or delay in performance under this Agreement to the extent such failure or delay is caused by war, hostility, sabotage, an act of God, electrical, internet, or telecommunication outage not caused by the obligated party, government restrictions, pandemic, or other event beyond the reasonable control of the obligated party (a "Force Majeure Event"). The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects and resume performance as soon as practicable. During any Force Majeure Event, BeeLiked shall continue to implement appropriate technical and organizational measures to protect Customer Data in accordance with the Agreement and applicable Data Protection Laws. If a Force Majeure Event continues for more than forty-five (45) days and materially prevents performance of a material obligation under this Agreement, either party may, following good-faith consultation with the other party, terminate the affected portion of the Agreement upon thirty (30) days’ written notice. In the event of such termination, BeeLiked shall provide a fair and reasonable pro rata refund of any prepaid fees for the terminated portion of the Services that were not delivered.
Except for actions for nonpayment, breach of a party’s intellectual property rights, breach of confidentiality obligations, or violations of applicable Data Protection Laws, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action accrues.
The parties are independent contractors, and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or employment relationship between them. Neither party has, nor may represent that it has, any authority to make commitments or enter into agreements on behalf of the other party.
BeeLiked will comply with all applicable United Kingdom laws and regulations in its provision of the Subscription Service, the Professional Services, and its processing of Customer Data. BeeLiked reserves the right to disclose information, including Customer Data, only to the extent necessary to comply with applicable law, regulation, legal process, or governmental request, and in accordance with the terms of the Data Processing Addendum (DPA) and applicable Data Protection Laws. Where legally permitted, BeeLiked shall provide the Customer with prior notice of any such disclosure and shall limit the disclosure to the minimum amount of Customer Data necessary to comply with the applicable requirement.
You agree not to export, re-export, or transfer the Subscription Service or Professional Services to any country, individual, or entity to which such export, re-export, or transfer is prohibited by applicable export control laws or regulations, including those of the United Kingdom, the European Union, and the United States. You further agree not to permit the use of the Subscription Service or Professional Services by any such prohibited country, individual, or entity. You are solely responsible for complying with these laws and regulations, and BeeLiked will not be liable for any breach of export control laws by you or your Users. BeeLiked will also comply with applicable export control laws in its provision of the Subscription Service and Professional Services. Each party agrees to reasonably cooperate with the other in connection with any investigation or enforcement action relating to export control compliance.
If any provision or part of a provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part shall be deemed deleted, but only to the extent necessary to make it valid, legal, and enforceable. The parties shall use reasonable efforts to negotiate in good faith a valid, legal, and enforceable substitute provision that most closely reflects the original intent and commercial purpose of the deleted provision. The remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the original intent of the parties to the greatest extent possible.
BeeLiked may send notices under this Agreement to the Customer using the contact details specified in the applicable Order Form, including any email address specified. Notices sent by email must originate from an authorized BeeLiked email domain and will be deemed received at the time of transmission, provided that no delivery failure notification is received. For clarity, both parties may send notices by email, provided the email is sent from a verifiable and authorized source and no delivery failure notification is received.
Notices under this Agreement must be in writing and may be delivered by hand, by prepaid first-class post (or airmail if posted to or from a place outside the United Kingdom), or by email from a verifiable and authorized source. Notices to BeeLiked shall be sent to: FAO Legal Team, BeeLiked Media Ltd, Unit 6, Team Valley Trading Estate, Gateshead, NE11 0BU, United Kingdom, or by email to support@beeliked.com. Notices to the Customer shall be sent to the address or email specified in the applicable Order Form. Either party may update its notice address by providing written notice to the other party. A notice is deemed served: (i) if sent by email, at the time of transmission, provided that the sender does not receive a delivery failure notification; (ii) if delivered by hand, at the time the notice is left at the proper address; or (iii) if sent by prepaid first-class post (or airmail), on the second business day after posting (or the fifth business day if posted to or from a place outside the United Kingdom). This clause does not apply to the service of process or documents in any legal action or other method of dispute resolution.
This Agreement, including each Order Form and, where applicable, the Data Processing Addendum (DPA), constitutes the entire agreement between the parties regarding the Subscription Service and Professional Services and supersedes all prior and contemporaneous proposals, agreements, and communications, whether oral, written, or electronic. The Privacy Policy is incorporated solely for reference and does not modify the terms of this Agreement unless expressly stated. Any additional or conflicting terms proposed by you, including those contained in any purchase order, acceptance, supplier portal, or website, are hereby expressly rejected and shall be of no force or effect unless expressly agreed to in a written amendment signed by both parties. Our obligations under this Agreement are not contingent upon the delivery of any future functionality or features of the Subscription Service, nor on any oral or written public statements made by us regarding such future functionality or features. Translations of this Agreement may be provided for convenience only; in the event of any conflict or inconsistency, the English version shall prevail and be legally binding. Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.
You may not assign, transfer, declare a trust over the benefit of, or otherwise dispose of this Agreement or any rights under it without BeeLiked's prior written consent. BeeLiked may subcontract the performance or delivery of the Professional Services, or any other services provided under or in connection with this Agreement to a third party, provided that BeeLiked remains responsible for the acts and omissions of its subcontractors in connection with the performance of its obligations under this Agreement.
Nothing in this Agreement, whether express or implied, is intended to or will confer upon any third party any right, benefit, or remedy under this Agreement. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
This Agreement is a contract for the provision of services, specifically the Subscription Service and related services provided by BeeLiked, and not a contract for the sale of goods. To the fullest extent permitted by applicable law, the parties agree that the Sale of Goods Act 1979 (as amended or replaced from time to time) and the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or govern the rights and obligations of the parties hereunder.
Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that this Agreement is binding upon that party and enforceable in accordance with its terms. Each party further represents and warrants that, to the extent any of its Affiliates are directly involved in the performance of this Agreement, it has the authority to cause such Affiliates to comply with the terms of this Agreement, but only to the extent of their involvement.
BeeLiked must, at its own cost, maintain public and product liability insurance with minimum limits of £2,000,000 per occurrence throughout the term of this Agreement. This insurance must be placed with insurers holding an A.M. Best Rating of at least A- or an equivalent rating from a similarly recognized rating agency.
The following sections survive the expiration or termination of this Agreement: ‘Definitions,’ ‘Prohibited and Unauthorized Use,’ ‘Early Cancellation,’ ‘Termination for Cause,’ ‘Suspension for Prohibited Acts,’ ‘Suspension for Non-Payment,’ ‘Suspension for Present Harm,’ ‘Suspension and Termination of Free Services,’ ‘Effect of Termination or Expiration,’ ‘Intellectual Property,’ ‘Customer’s Proprietary Rights,’ ‘Confidentiality,’ ‘Indemnification,’ ‘Disclaimers; Limitations of Liability,’ ‘Miscellaneous,’ ‘Contracting Entity and Applicable Law,’ and any other provisions that, by their express terms or by their nature, are intended to survive termination, including those relating to data protection, data processing (including obligations under the DPA), audit rights, Sub-processor obligations, and use, retention, or deletion of Customer Data. For clarity, the ‘Fees’ and ‘Publicity’ sections survive only to the extent necessary to enforce payment obligations and rights granted before termination.
If a direct conflict arises between the terms of this Agreement and an Order Form, the terms of the applicable Order Form prevail, but only with respect to the specific subject matter addressed in that Order Form. If there is a conflict between this Agreement and any Data Processing Addendum (DPA), the DPA prevails solely with respect to the processing of Personal Data and all other data protection obligations, including international data transfers and Sub-processor terms. In the event of a conflict between the DPA and an Order Form, the DPA shall prevail. If there is a conflict between this Agreement and any applicable Service Level Agreement (SLA), the SLA prevails solely with respect to the subject matter it governs. If multiple Order Forms conflict, the most recent Order Form prevails unless expressly stated otherwise. In the event of ambiguity, the documents are to be interpreted to give effect to the intent of the parties, with precedence given in the following order: DPA, SLA, Order Form, and then this Agreement.
This Agreement and any disputes or claims arising out of or in connection with it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim. Notwithstanding the foregoing, BeeLiked shall be entitled to seek injunctive relief or enforce a judgment in any jurisdiction where the Customer or its assets are located, and the Customer hereby submits to the jurisdiction of such courts for such purposes.
This Data Processing Addendum (“DPA”) is incorporated into and subject to the terms and conditions of the Agreement between BeeLiked Media Ltd (together with its Affiliates, “BeeLiked”) and the customer entity that is a party to the Agreement as a Member (“Customer”).
All capitalized terms not defined in this DPA have the meanings set forth in the Agreement. For the avoidance of doubt, all references to the “Agreement” include this DPA (including the SCCs, where applicable, as defined herein).
Additional Data Protection Laws means, in addition to the Data Protection Laws, any applicable data protection and privacy laws, regulations, and regulatory requirements in jurisdictions outside of the UK and EU, including but not limited to: (i) United States federal and state data protection laws, including the California Consumer Privacy Act of 2018 ("CCPA"), as amended by the California Privacy Rights Act of 2020 ("CPRA"); (ii) the Canadian Personal Information Protection and Electronic Documents Act ("PIPEDA"); (iii) the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais – "LGPD"), Federal Law No. 13,709/2018; (iv) the Privacy Act 1988 of Australia, as amended ("Australian Privacy Law"); and (v) any other applicable data protection or privacy laws in jurisdictions where Customer or BeeLiked operates or processes Personal Data, as may be amended or replaced from time to time.
Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party to this Agreement. For purposes of this definition, "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Agreement means these General Terms and all materials referred to or linked herein and, unless the context requires otherwise, includes all Order Forms and any addenda, schedules, or attachments to any of the foregoing, as may be amended by mutual written agreement of the parties from time to time.
Control means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the entity in question. The term “Controlled” shall be construed accordingly.
Customer Data means any data (including Personal Data) that the Customer submits, collects, or otherwise processes via the Subscription Service, including but not limited to User and Entrant Information. Customer Data is processed by BeeLiked on behalf of the Customer in accordance with the terms of this Agreement and the DPA. For clarity, Customer Data does not include BeeLiked Content or Promotion Content.
Data Privacy Framework means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework, and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs operated by the U.S. Department of Commerce, and their respective successors (collectively, the “DPF”). Where BeeLiked self-certifies to the DPF, such certification shall be maintained in good standing. Participation in the DPF shall not limit BeeLiked’s obligations under applicable Data Protection Laws or the Data Processing Addendum.
Data Privacy Framework Principles means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework, as amended, superseded, or replaced. Where BeeLiked relies on the DPF for the transfer of Personal Data, it shall comply with the applicable Data Privacy Framework Principles in accordance with its certification and obligations under the DPF.
Data Protection Laws means, with respect to a party, all data protection and privacy laws and regulations applicable to that party’s processing of Customer Data under the Agreement, including, where applicable to such party, European Data Protection Laws and Additional Data Protection Laws.
European Data Protection Laws means, to the extent applicable to the processing of Customer Data under the Agreement, all data protection laws and regulations applicable in Europe, including: (i) Regulation (EU) 2016/679 (General Data Protection Regulation or “GDPR”); (ii) Directive 2002/58/EC (ePrivacy Directive); (iii) national laws implementing (i) and (ii); (iv) the GDPR as incorporated into UK law under the UK European Union (Withdrawal) Act 2018 and the UK Data Protection Act 2018 (together, “UK Data Protection Laws”); and (v) the Swiss Federal Data Protection Act of 19 June 1992 and its Ordinance (“Swiss DPA”), in each case as amended, replaced, or superseded from time to time.
Europe, for the purposes of this DPA, means the European Economic Area and its member states (“EEA”), Switzerland, and the United Kingdom (“UK”).
BeeLiked Group means BeeLiked Media Ltd and any other entity that qualifies as an Affiliate as defined in the Agreement, provided such entity is directly involved in the provision of the Services or the processing of Customer Data under this Agreement.
SCCs means (i) the Standard Contractual Clauses between controllers and processors adopted by the European Commission in its Implementing Decision (EU) 2021/914 of 4 June 2021, available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj (the “2021 Controller-to-Processor Clauses”); or (ii) the Standard Contractual Clauses between processors adopted by the European Commission in the same Implementing Decision, also available at the above link (the “2021 Processor-to-Processor Clauses”). The applicable version shall be determined in accordance with Section 6.3 and shall be deemed to include any updated or successor clauses approved by the European Commission or other competent authority for international data transfers.
Security Incident means any unauthorized or unlawful breach of security that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer Data on systems managed or controlled by BeeLiked, excluding incidents caused by the Customer or its Users. For clarity, Security Incidents do not include unsuccessful attempts or activities that do not compromise the security of Customer Data, such as unsuccessful login attempts, pings, port scans, or other network attacks on firewalls or networked systems.
Sensitive Data means (a) a social security number, tax identification number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) a credit or debit card number (other than the truncated last four digits of a credit or debit card number); (c) employment, financial, credit, genetic, biometric, or health information; (d) racial, ethnic, political, or religious affiliation, trade union membership, information about sexual life or sexual orientation, or criminal record; (e) account passwords; or (f) other information that falls within the definition of “special categories of data” under applicable Data Protection Laws. Customer acknowledges and agrees that it shall not submit Sensitive Data to the Service unless expressly permitted by BeeLiked in writing. Customer further agrees that any unauthorized submission of Sensitive Data shall be at Customer’s sole risk and liability, and BeeLiked shall have no responsibility or liability for any processing of such data. BeeLiked reserves the right to immediately suspend or terminate access to the Service in the event of a breach of this provision.
Service means the services provided by BeeLiked to the Customer under the applicable Agreement, including access to and use of the BeeLiked Platform, any associated web-based applications and tools, and any ancillary services as specified in the relevant Order Form(s), but excluding Free Services unless otherwise expressly stated.
Sub-processor means any third party, including any Affiliate of BeeLiked, engaged by BeeLiked to process Customer Data on its behalf in connection with the provision of the Service under the Agreement or this DPA. Sub-processors do not include BeeLiked employees but may include contractors or consultants acting under BeeLiked’s direct authority and who are subject to data protection obligations equivalent to those set forth in this DPA. BeeLiked shall maintain an up-to-date list of Sub-processors and will provide the Customer with reasonable advance notice of any intended changes concerning the addition or replacement of Sub-processors, thereby giving the Customer the opportunity to object to such changes on reasonable grounds related to data protection.
For the Permitted Purposes (defined below), the parties acknowledge and agree that, with regard to the processing of Customer Data, BeeLiked acts as a processor on behalf of the Customer, whether the Customer is itself a controller or a processor acting on behalf of a third-party controller. For the avoidance of doubt, this DPA applies only to processing activities where BeeLiked acts as a processor. In instances where BeeLiked determines the purposes and means of processing Customer Data and therefore acts as a controller, such processing is governed by BeeLiked’s Privacy Policy and, where applicable, the terms set forth in Annex C (Jurisdiction-Specific Terms). BeeLiked shall notify the Customer in writing before any such processing where it acts as a controller, unless such processing is required by applicable law. Where BeeLiked acts as a controller, it shall ensure that such processing is limited to what is necessary for its legitimate business purposes and shall provide the Customer with reasonable prior notice and an opportunity to object, unless prohibited by law. Where the Customer elects to deliver Promotions via the RunnyHoney interface, this does not alter the roles of the parties under this DPA. The Customer remains the data controller of all Personal Data collected from Entrants, and BeeLiked acts solely as a data processor on behalf of the Customer, in accordance with the terms of this DPA. The Customer is solely responsible for ensuring that all applicable notices, consents, and disclosures are provided to data subjects and for fulfilling all legal obligations relating to such processing.
BeeLiked shall process Customer Data, as further described in Annex A (Details of Data Processing) of this DPA, only in accordance with the Customer’s documented lawful instructions as set forth in this DPA, to comply with applicable law, or as otherwise agreed in writing (“Permitted Purposes”). The parties agree that the Agreement, including this DPA, along with the Customer’s configuration or use of any settings, features, or options in the Service (as the Customer may modify from time to time), constitutes the Customer’s complete and final instructions to BeeLiked regarding the processing of Customer Data (including for the purposes of the SCCs), provided that such configurations are technically feasible, clearly documented, and do not conflict with the terms of this DPA. BeeLiked shall promptly inform the Customer if, in its opinion, an instruction infringes applicable Data Protection Laws or is unclear or technically infeasible and may suspend the execution of such instruction until the Customer confirms, clarifies, or modifies the instruction in writing. If the parties are unable to resolve the issue in good faith within a reasonable time, BeeLiked may terminate the affected processing activities upon written notice.
Customer will not provide, or cause to be provided, any Special Category Data (as defined in Data Protection Laws) to BeeLiked for processing under the Agreement. BeeLiked is not responsible for any Special Category Data submitted in breach of this provision, except to the extent that BeeLiked fails to comply with its obligations under applicable Data Protection Laws regarding such data. For the avoidance of doubt, this DPA will not apply to Special Category Data unless otherwise agreed in writing. If BeeLiked becomes aware that Special Category Data has been submitted, it may, without liability, delete such data or take reasonable remedial action. Customer shall promptly notify BeeLiked if it becomes aware that Special Category Data has been submitted, and the parties must cooperate in good faith to remediate any associated risks.
Customer represents and warrants that (i) it has complied, and will continue to comply, with all applicable laws, including Data Protection Laws, regarding its processing of Customer Data and any processing instructions it issues to BeeLiked; and (ii) it has provided, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under Data Protection Laws for BeeLiked to process Customer Data for the purposes described in the Agreement. Customer bears sole responsibility for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired Customer Data. Without limiting the generality of the foregoing, Customer agrees that it will be responsible for complying with all laws (including Data Protection Laws) applicable to any Campaigns (as defined in the Agreement) or other content created, sent, or managed through the Service, including those relating to obtaining consents (where required) to send emails, the content of the emails, and its email deployment practices. BeeLiked is entitled to rely on the foregoing representations and warranties and will not be liable for any breach of those representations or any non-compliance by Customer with applicable laws.
Customer shall ensure that BeeLiked’s processing of Customer Data in accordance with Customer’s instructions does not cause BeeLiked to violate any applicable law, regulation, or rule, including Data Protection Laws. BeeLiked shall promptly notify Customer in writing, unless prohibited under European Data Protection Laws, if it becomes aware or reasonably believes that any data processing instruction from Customer violates European Data Protection Laws. In such cases, BeeLiked may suspend execution of the relevant instruction until Customer confirms or modifies the instruction to ensure compliance with applicable laws. BeeLiked shall not be liable for any breach of Data Protection Laws resulting from its processing of Customer Data in accordance with Customer’s instructions, provided that BeeLiked acts in good faith and relies on those instructions. Where Customer acts as a processor on behalf of a third-party controller (or intermediary), Customer warrants that its instructions, including authorizations to BeeLiked for the appointment of Sub-processors, have been duly authorized by the relevant controller. BeeLiked is not required to verify such authorization and may rely on Customer’s representations. Customer shall serve as the sole point of contact for BeeLiked, and BeeLiked is not required to interact directly with any third-party controller except as required by the Agreement. Customer is responsible for forwarding any notifications received under this DPA to the relevant controller, where appropriate.
Customer authorizes BeeLiked or any member of the BeeLiked Group, on behalf of and for the benefit of BeeLiked, to engage Sub-processors to process Customer Data in accordance with Section 3.2 to assist BeeLiked in fulfilling its obligations with respect to providing the Service under the Agreement. BeeLiked shall notify Customer in writing (including via email) at least 15 days before any intended addition or replacement of a Sub-processor. Customer may object to such changes on reasonable data protection grounds by providing written notice to BeeLiked within 10 days of receiving such notice. If so, the parties shall work together in good faith to address the Customer’s concerns, including making commercially reasonable efforts to find an alternative solution. If no resolution is reached within 15 days of BeeLiked receiving the objection, BeeLiked may, at its discretion, either not appoint the proposed Sub-processor or terminate the affected portion of the Service without liability, provided that such termination is limited to the specific Service(s) that cannot be provided without the use of the proposed Sub-processor.
BeeLiked shall: (i) enter into a written agreement with each Sub-processor that includes data protection obligations that are no less protective of Customer Data than those set forth in this DPA, considering the nature of the services provided by such Sub-processor; and (ii) remain fully liable for the Sub-processor’s performance of its obligations and any acts or omissions that cause BeeLiked to breach its obligations under this DPA. Customer acknowledges and agrees that, where applicable, BeeLiked fulfils its obligations under Clause 9 of the 2021 Controller-to-Processor Clauses and 2021 Processor-to-Processor Clauses by complying with this Section 3. BeeLiked may be restricted from disclosing full copies of Sub-processor agreements due to confidentiality obligations but shall, upon request, use reasonable efforts to provide Customer with sufficient information, such as a summary of relevant contractual terms or audit reports, to demonstrate the Sub-processor’s compliance with the obligations outlined in this DPA. If the Customer reasonably determines that the information provided is insufficient, the parties shall cooperate in good faith to address the Customer’s concerns, which may include facilitating a discussion with the Sub-processor or providing additional documentation, subject to confidentiality obligations.
BeeLiked shall implement and maintain appropriate technical and organizational security measures, as described in Annex B (“Security Measures”) of this DPA, designed to preserve the security, integrity, and confidentiality of Customer Data and to protect against Security Incidents. BeeLiked shall review and update the Security Measures at least annually or as required to comply with applicable Data Protection Laws.
BeeLiked shall ensure that any person authorized by BeeLiked to process Customer Data (including its staff, agents, and subcontractors) is subject to a written or statutory obligation of confidentiality that is no less protective than the confidentiality obligations set forth in this Agreement. This obligation shall survive the termination of their engagement and the termination or expiry of this Agreement.
Customer is responsible for reviewing the information provided by BeeLiked regarding data security and making an independent determination whether the Service meets Customer’s requirements and legal obligations under Data Protection Laws. Customer acknowledges that the Security Measures are subject to technical progress and development and that BeeLiked may update or modify the Security Measures periodically, provided that such updates and modifications do not materially degrade the overall security of the Service provided to Customer. BeeLiked shall notify Customer in advance of any material changes to the Security Measures that may affect the processing of Customer Data. If a material degradation of security occurs, Customer may terminate the affected Service upon written notice within thirty (30) days after such change becomes effective, without penalty.
Upon becoming aware of a Security Incident, BeeLiked shall, without undue delay, and in any event within seventy-two (72) hours of discovery, take the following actions:
(i) notify Customer without undue delay;
(ii) provide Customer with information, subject to applicable confidentiality and legal requirements, as reasonably necessary to assist Customer with its notification and reporting responsibilities, provided that such disclosure does not materially compromise BeeLiked’s own security posture or violate applicable law;
(iii) take appropriate steps to identify the cause of the Security Incident, minimize exposure of Customer Data, and secure the Customer Data, to the extent remediation is within BeeLiked's reasonable control.
BeeLiked’s notification of or response to a Security Incident under this DPA will not be construed as an acknowledgment by BeeLiked of any fault or liability regarding the Security Incident. BeeLiked will not assess the contents of Customer Data to identify specific reporting or other legal obligations applicable to the Customer. Any regulatory and/or data subject reporting obligations related to the Security Incident are the responsibility of the Customer. However, BeeLiked will provide reasonable cooperation and assistance to the Customer to enable the Customer to comply with its obligations under applicable Data Protection Laws. If the Security Incident was caused by BeeLiked’s breach of this Agreement or applicable law, such assistance will be provided at no additional cost to the Customer. BeeLiked will deliver notifications of any Security Incidents to the notification email address provided in the Agreement. The Customer is solely responsible for ensuring that the notification contact details (e.g., phone and email) are valid and accurate.
Notwithstanding the above, the Customer agrees that, except as provided by this DPA, the Customer is responsible for its secure use of the Service, including securing its account authentication credentials and protecting the security of Customer Data when in transit to and from the Service, and for taking appropriate steps to securely encrypt or back up Customer Data uploaded to the Service. For the avoidance of doubt, BeeLiked remains responsible for the security of Customer Data while it is stored or processed within systems managed or controlled by BeeLiked, in accordance with this DPA.
BeeLiked shall make available to the Customer, upon written request, all information reasonably necessary to demonstrate compliance with this DPA. This information will be provided no more than once annually, unless required more frequently by applicable Data Protection Laws or a regulator with jurisdiction over the Customer. The Customer may, at its own expense and subject to reasonable confidentiality obligations, engage an independent third-party auditor (approved by BeeLiked, such approval not to be unreasonably withheld) to conduct an audit, including a review of relevant documentation and, where strictly necessary, an inspection of BeeLiked’s data processing facilities, solely to assess compliance with this DPA. Any audit is subject to BeeLiked’s prior written approval of the scope, duration, and personnel involved and must be conducted during regular business hours, with at least thirty (30) days’ prior written notice, and in a manner that minimizes disruption to BeeLiked’s operations. The Customer agrees that it shall exercise its audit rights under this DPA (including this Section 5.1 and, where applicable, the SCCs) and any audit rights granted by Data Protection Laws by first requesting the information described in Sections 5.2 and 5.3 and proceed with an audit only if such information is insufficient to demonstrate compliance.
The Customer acknowledges that BeeLiked is regularly audited against recognized industry standards (such as ISO 27001 or SOC 2) by independent internal and external auditors. Upon the Customer’s written request, made no more than once per calendar year, BeeLiked shall provide the Customer, on a confidential basis, with a summary of its most recent audit reports (the “Report”) solely to verify BeeLiked’s compliance with the applicable audit standards and its obligations under this DPA. The Report shall exclude any proprietary or commercially sensitive information not relevant to that verification. The Customer agrees to treat the Report as Confidential Information and will not disclose it to any third party or use it for any purpose other than the stated verification without BeeLiked’s prior written consent.
In addition to the Report, BeeLiked shall respond to all reasonable requests for information from Customer to confirm BeeLiked’s compliance with this DPA by providing information regarding its information security program upon Customer’s written request. Customer shall not exercise this right more than once per calendar year.
Subject to Section 6.2, Customer acknowledges that BeeLiked may transfer and process Customer Data in the United States and other jurisdictions where BeeLiked, its Affiliates, or its Sub-processors maintain data processing operations solely for the Permitted Purposes. BeeLiked shall ensure that all such transfers are conducted in compliance with applicable Data Protection Laws and this DPA, including, where applicable, through the use of appropriate safeguards such as Standard Contractual Clauses (SCCs), the Data Privacy Framework, or other lawful transfer mechanisms recognized under European Data Protection Laws. BeeLiked shall notify Customer in advance of any material changes to the applicable transfer mechanisms or the jurisdictions in which Customer Data is processed and shall provide Customer with an opportunity to object to such changes where required by applicable law.
To the extent that BeeLiked receives Customer Data protected by Australian Privacy Law, the parties acknowledge and agree that BeeLiked may transfer such Customer Data outside of Australia, provided that: (a) such transfer aligns with the terms agreed upon by the parties; (b) BeeLiked complies with this DPA and Australian Privacy Law; and (c) BeeLiked ensures that the overseas recipient either: (i) is subject to privacy obligations substantially similar to those under the Australian Privacy Principles through a binding written agreement or other legally enforceable instrument; or (ii) the transfer is otherwise permitted under Australian Privacy Law, including if the Customer has expressly consented to the transfer after being informed that the overseas recipient may not be subject to similar privacy obligations.
To the extent that BeeLiked receives Customer Data protected by European Data Protection Laws in a country outside of the EEA that is not recognized as providing an adequate level of protection for personal data (as described in applicable European Data Protection Laws), the parties agree that such transfers must comply with the applicable European Data Protection Laws. BeeLiked shall implement appropriate safeguards, including, where applicable, the Standard Contractual Clauses (SCCs), the Data Privacy Framework (DPF), or any other lawful data transfer mechanism recognized under European Data Protection Laws, as further described in this DPA. Where multiple mechanisms are available, the SCCs apply by default unless the parties agree otherwise in writing. BeeLiked shall notify the Customer of any material changes to the transfer mechanism used.
BeeLiked will use the Data Privacy Framework to lawfully receive Customer Data in the United States and will ensure that it provides at least the same level of protection to such Customer Data as required by the Data Privacy Framework Principles. If BeeLiked determines that it can no longer meet this obligation, it will notify Customer in writing without undue delay, and in any event, within five (5) business days. Following such notification, BeeLiked will either (i) take reasonable and appropriate steps to remediate the non-compliance within thirty (30) days of notification; or (ii) cease processing Customer Data and, at Customer’s written request, return or securely delete such data; or (iii) take other reasonable and appropriate steps to ensure that the transfer is otherwise adequately protected under applicable Data Protection Laws, subject to Customer’s prior written approval.
If European Data Protection Laws require appropriate safeguards for transferring Customer Data to BeeLiked (e.g., if the Data Privacy Framework does not apply or is invalidated), the Standard Contractual Clauses (SCCs) defined in this DPA are incorporated into and form an integral part of this DPA. The applicable SCC module (e.g., controller-to-processor or processor-to-processor) is selected based on the parties' roles in Annex A of this DPA. If the SCCs and this DPA conflict, the SCCs prevail as required by European Data Protection Laws.
Regarding transfers subject to UK Data Protection Laws, the SCCs apply, where applicable per subsection (b) above, and are amended as specified in the UK Addendum. The parties are deemed to have executed the UK Addendum, which is incorporated into and forms an integral part of this DPA. Furthermore: (i) Tables 1 to 3 in Part 1 of the UK Addendum are deemed completed with the information in Annexes I and II of the relevant SCCs; and (ii) Table 4 in Part 1 of the UK Addendum is deemed completed by selecting 'BeeLiked,' unless the parties agree otherwise in writing to allow future amendments.
Regarding transfers subject to the Swiss Federal Act on Data Protection ('FADP'), the SCCs, where applicable per subsection (b) above, apply with these modifications: (i) references to 'Regulation (EU) 2016/679' are interpreted as references to the FADP; (ii) references to specific Articles of 'Regulation (EU) 2016/679' are replaced with the equivalent article or section of the FADP; (iii) references to 'EU,' 'Union,' and 'Member State law' are replaced with 'Switzerland'; (iv) Clause 13(a) and Part C of Annex II are deleted to the extent they are inapplicable under Swiss law; (v) references to the 'competent supervisory authority' and 'competent courts' are replaced with 'the Swiss Federal Data Protection and Information Commissioner' and 'relevant courts in Switzerland'; (vi) Clause 17 is replaced to state, 'The Clauses are governed by the laws of Switzerland'; and (vii) Clause 18 is replaced to state, 'Any dispute arising from these Clauses shall be resolved by the applicable courts of Switzerland. The parties agree to submit to the jurisdiction of such courts.' The parties also agree to cooperate in good faith and without undue delay to amend this DPA as necessary to ensure continued compliance with the FADP if Swiss data protection laws change, with either party entitled to initiate amendments.
If BeeLiked determines it cannot ensure compliance with the SCCs (where applicable), it must promptly notify Customer in writing. Customer may then, as a last resort, suspend the transfer of European Data or terminate only the affected Service portions if: (i) Customer first provides BeeLiked written notice of its intent to suspend or terminate, including reasonable details of the non-compliance; (ii) BeeLiked has at least thirty (30) days from receipt of the notice to cure the non-compliance or propose a lawful data transfer alternative; and (iii) during the cure period, the parties cooperate in good faith to identify and implement reasonably required additional safeguards or measures. Suspension or termination may occur only if BeeLiked fails to cure the non-compliance or implement a mutually agreeable alternative within the cure period.
To the extent BeeLiked adopts an alternative lawful data transfer mechanism for the transfer of European Data not described in this DPA (“Alternative Transfer Mechanism”) and that mechanism complies with applicable European Data Protection Laws and extends to the countries to which European Data is transferred, the Alternative Transfer Mechanism will apply instead of the transfer mechanisms described in this DPA. BeeLiked shall notify Customer in writing before implementing any Alternative Transfer Mechanism. Unless Customer reasonably objects in writing within fifteen (15) days of that notice, the Alternative Transfer Mechanism is deemed accepted. Furthermore, if a court of competent jurisdiction or supervisory authority determines that the measures described in this DPA are insufficient for the lawful transfer of European Data, BeeLiked may, upon written notice to Customer, implement additional measures or safeguards reasonably required to enable that lawful transfer and may continue data transfers during a reasonable implementation period unless prohibited by applicable law or regulatory order.
Upon termination or expiration of the Agreement, BeeLiked shall, within thirty (30) days, provide Customer with the ability to retrieve all Customer Data in its possession or control. At Customer’s written election, BeeLiked shall either return or delete all Customer Data, except to the extent that BeeLiked is required by applicable law to retain some or all of the Customer Data, where that data is stored in archived systems, or where retention is necessary for the establishment, exercise, or defense of legal claims. Any retained Customer Data shall be securely isolated and protected from further processing (except as required by law) and must be deleted in accordance with BeeLiked’s data retention and deletion policies, which shall be made available to Customer upon request. BeeLiked shall not use Customer Data for any purpose after termination of the Agreement. Upon Customer’s written request and where required by applicable Data Protection Laws or the DPA, BeeLiked shall provide a written certification of deletion of Customer Data.
As part of the Service, BeeLiked provides the Customer with several self-service features that the Customer may use to retrieve, correct, delete, or restrict the use of Customer Data. The Customer may use these features to assist in fulfilling its (or its third-party controller’s) obligations under the Data Protection Laws with respect to responding to requests from data subjects via the Customer’s account at no additional cost. In addition, considering the nature of the processing and the information available to BeeLiked, BeeLiked will provide reasonable additional assistance to the Customer, upon the Customer’s written request, to enable the Customer (or its third-party controller) to comply with its obligations under Data Protection Laws in relation to data subject rights. This assistance will be provided without undue delay and may be subject to reimbursement of BeeLiked’s reasonable costs, as agreed to in writing in advance. If any such request is made directly to BeeLiked, BeeLiked will not respond to the communication except as legally required or as appropriate (e.g., to direct the data subject to contact the Customer) and, where feasible, only with the Customer’s prior written authorization. If BeeLiked is required by law to respond to a request, and the Customer is identified or identifiable from the request, BeeLiked will promptly notify the Customer and provide a copy of the request, unless legally prohibited from doing so. The Customer shall respond to the notification without undue delay and in any event within five business days. For clarity, nothing in the Agreement, including this DPA, shall restrict or prevent BeeLiked from responding to any data subject or data protection authority requests regarding personal data for which BeeLiked acts as a controller, as defined under applicable Data Protection Laws.
To the extent required by applicable Data Protection Laws, BeeLiked will, considering the nature of the processing and the information available to BeeLiked, provide all reasonably requested information regarding the Service to enable the Customer to carry out data protection impact assessments or prior consultations with data protection authorities as required by Data Protection Laws. BeeLiked will comply with the foregoing by: (i) complying with Section 5 (Security Reports and Audits); (ii) providing the information contained in the Agreement, including this DPA; and (iii) if subsections (i) and (ii) are insufficient for the Customer to comply with such obligations, BeeLiked will provide additional reasonable assistance upon request at the Customer’s expense.
To the extent that BeeLiked processes Customer Data originating from and protected by Data Protection Laws in a jurisdiction listed in Annex C, the terms specified in Annex C with the applicable jurisdiction(s) (“Jurisdiction-Specific Terms”) will apply in addition to the terms of this DPA. In the event of any conflict or ambiguity between the Jurisdiction-Specific Terms and any other terms of this DPA, the applicable Jurisdiction-Specific Terms shall prevail, but only to the extent they are applicable to BeeLiked’s processing activities. BeeLiked will notify the Customer in writing at least thirty days in advance of any material changes to Annex C that may affect the applicability or precedence of the Jurisdiction-Specific Terms. If such changes materially and adversely affect the Customer’s rights or obligations under this DPA, the Customer may terminate the affected services by providing written notice to BeeLiked within 30 days of receiving the notice.
Each party's and its Affiliates' aggregate liability arising out of or related to this DPA (including the SCCs) is subject to the exclusions and limitations of liability set forth in the Agreement. For clarity, and notwithstanding anything to the contrary in the Agreement, BeeLiked’s total aggregate liability under this DPA, including the SCCs, shall not exceed the total amount the Customer paid to BeeLiked under the Agreement in the twelve months preceding the event giving rise to the liability. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or use, even if advised of the possibility of such damages.
Claims against BeeLiked or its Affiliates under or in connection with this DPA (including, where applicable, the SCCs) shall be brought solely by the Customer entity that is party to the Agreement. BeeLiked is not liable for claims brought by third parties, including data subjects or supervisory authorities, except to the extent that such claims are expressly required to be permitted under applicable Data Protection Laws.
Neither party shall limit its liability for breaches of this DPA where such limitation is expressly prohibited by applicable Data Protection Laws. Subject to the foregoing, and except in cases of willful misconduct, gross negligence, or a Data Breach caused by a party’s failure to implement appropriate technical and organizational measures, each party’s liability under this DPA is subject to the limitations and exclusions of liability set forth in the Agreement.
This DPA shall remain in effect for the duration of BeeLiked’s processing of Customer Data on behalf of the Customer, including following termination of the Agreement, until all Customer Data has been returned or deleted in accordance with Section 7.1. Notwithstanding the termination of the Agreement, the provisions of this DPA survive as long as BeeLiked continues to process Customer Data.
This DPA supersedes and replaces any prior data processing agreements or similar documents entered into by the parties solely to the extent that they relate to the processing of Customer Data under the Agreement. This replacement does not affect any other agreements or terms not expressly covered by this DPA.
If there is any conflict or inconsistency between this DPA and the Agreement (including the Customer Terms of Service), the provisions of the following documents shall prevail in the following order of precedence: (i) the SCCs; (ii) this DPA; and (iii) the Agreement, including the Customer Terms of Service.
Except for any changes made by this DPA, the Agreement remains unchanged and in full force and effect.
Except as expressly provided in this DPA, a person who is not a party to this DPA shall have no rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation in any applicable jurisdiction) to enforce any of its terms. This does not affect any right or remedy of a third party that exists or is available apart from that Act or equivalent legislation.
This DPA shall be governed by and construed in accordance with the governing law and jurisdiction provisions set forth in the Agreement. However, where and to the extent that applicable Data Protection Laws require that specific data processing activities be governed by different laws or subject to the jurisdiction of specific courts or authorities, those laws and jurisdictions apply solely to those specific activities, to the extent required by such Data Protection Laws.
The categories of data subjects whose Personal Data may be Processed by BeeLiked on behalf of the Customer include, but are not limited to: (i) Users (i.e., individual end users, including Admin Users, who have access to the Customer’s Account on the BeeLiked Platform); (ii) Entrants (i.e., individual users who interact with the Customer’s Promotions hosted on the BeeLiked Platform); and (iii) Customer personnel or representatives who provide or manage Customer Data within the Subscription Service. Depending on the Customer’s specific use of the BeeLiked Platform, additional categories of data subjects may be involved, such as employees of the Customer’s Affiliates or third-party contractors. BeeLiked will Process Personal Data only according to the Customer’s documented instructions and as set forth in the Agreement and the DPA.
Customer may upload, submit, or otherwise provide certain Personal Data to the Service; the extent and nature of which are determined and controlled solely by Customer. BeeLiked shall process such Personal Data only on behalf of Customer and according to the terms of the Data Processing Addendum (DPA), applicable Data Protection Laws, and Customer’s documented instructions.
BeeLiked does not intentionally collect or process any Sensitive Data (as defined in this Agreement) in connection with the provision of the Service. Customer agrees not to upload or otherwise provide Sensitive Data to the Service. If BeeLiked becomes aware that Sensitive Data has been submitted, BeeLiked will promptly notify Customer and may delete such data. BeeLiked disclaims liability for any Sensitive Data submitted in breach of this Agreement or the Data Processing Addendum (DPA) to the maximum extent permitted by applicable law.
The processing of Customer Data will occur as necessary to provide the Service, according to the documented lawful instructions of the Customer, the functionality of the applicable Service, and for the Permitted Purposes as defined in this DPA.
BeeLiked provides a SaaS platform for creating and managing promotions and campaigns. Where Promotions are delivered to Entrants via RunnyHoney, BeeLiked processes the associated data solely on behalf of the Customer, in its role as a Data Processor, and only in accordance with the Customer’s documented instructions. The subject matter of the data processing under this DPA is Customer Data, which will be processed according to the Agreement (including this DPA) solely for the Permitted Purposes and may be subject to the following processing activities.
BeeLiked shall process Customer Data only for the Permitted Purposes, which include: (i) processing necessary to provide the Service in accordance with the Agreement; (ii) processing initiated by Customer in its use of the Service; and (iii) processing to comply with Customer's reasonable, documented, and lawful instructions that are consistent with the terms of the Agreement and applicable Data Protection Laws (e.g., via email or support tickets). BeeLiked is not liable for processing carried out according to Customer’s instructions that are unlawful or infringe applicable Data Protection Laws if BeeLiked was not aware and could not reasonably have been expected to be aware that such instructions were unlawful. If BeeLiked becomes aware that any instruction is unlawful, BeeLiked shall promptly notify Customer and may suspend the execution of such instruction until Customer confirms or modifies the instruction.
BeeLiked will process Customer Data for the duration of the Agreement or as otherwise required by applicable law. Upon termination or expiration of the Agreement, BeeLiked shall, within thirty (30) days, return Customer Data in a commonly used electronic format or delete it, in accordance with Section 7 (Return or Deletion of Data) of the DPA, unless retention is required by applicable law. Upon Customer’s written request, BeeLiked shall confirm in writing the completion of the return or the deletion.
BeeLiked shall implement and maintain appropriate technical and organizational security measures consistent with industry standards such as ISO27001 or SOC 2. These measures are designed to preserve the security, integrity, and confidentiality of Customer Data and to protect against Security Incidents. BeeLiked shall review and update these measures at least annually or in response to material changes in security threats, as necessary. If BeeLiked becomes aware of a Security Incident involving Customer Data, BeeLiked shall notify Customer without undue delay, and in any event, within seventy-two (72) hours, in accordance with the Data Processing Addendum. This notice shall include, to the extent known, a description of the nature of the Security Incident, the categories and approximate number of data subjects and data records concerned, and the measures taken or proposed to address the Security Incident, including measures to mitigate its possible adverse effects.
Customer acknowledges that the Security Measures are subject to technical progress and development. BeeLiked may update or modify the Security Measures from time to time, provided that these updates and modifications do not materially degrade the overall security of the Service. BeeLiked shall provide Customer with at least thirty (30) days' prior written notice of any material changes to the Security Measures that are reasonably likely to affect the processing of Customer Data, unless such notice is not possible due to urgent security concerns, in which case BeeLiked shall notify Customer as soon as reasonably practicable thereafter.
BeeLiked will implement and maintain appropriate technical and organizational measures, in accordance with applicable Data Protection Laws, industry standards, and the Data Processing Addendum (DPA), to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures shall include, at a minimum, access controls, encryption, and regular security assessments.
Customer may object in writing to BeeLiked’s appointment of a new Sub-processor within ten (10) calendar days of receiving notice in accordance with Section 3.1 of the DPA, provided that the objection is based on reasonable and documented grounds specifically relating to data protection. If this occurs, the parties will engage in good faith discussions to address the Customer’s concerns and seek a commercially reasonable resolution within thirty (30) calendar days of BeeLiked’s receipt of the objection. If the parties cannot reach a resolution within that period, BeeLiked may, at its discretion: (i) not appoint the proposed Sub-processor; (ii) propose an alternative Sub-processor; or (iii) permit Customer to suspend or terminate the affected Service according to the termination provisions of the Agreement. If a suspension or termination occurs, neither party is liable to the other for the termination, provided that Customer remains responsible for any fees incurred for Services rendered before the effective date of suspension or termination.
As a general practice, BeeLiked does not voluntarily provide government agencies or authorities (including law enforcement) with access to Customer Data. If BeeLiked receives a legally binding request (such as a subpoena, court order, or search warrant) for access to Customer Data, BeeLiked will, to the extent permitted by applicable law and without undue delay: (i) review the legality of the request; (ii) inform the requesting agency that BeeLiked is a Processor acting on behalf of the Customer; (iii) attempt to redirect the request to the Customer; (iv) notify the Customer of the request to allow the Customer to seek a protective order or other appropriate remedy, unless legally prohibited from doing so; (v) provide only the minimum amount of Customer Data necessary to comply with the request; and (vi) maintain a record of such requests and BeeLiked’s responses for audit and compliance purposes.
BeeLiked shall ensure that its sub-processors comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and all other applicable Canadian data protection laws. BeeLiked shall enter into written agreements with its sub-processors that impose data protection obligations substantially similar to those set forth in this Agreement, including obligations regarding the protection of Customer Data. BeeLiked shall ensure that any transfers of Customer Data to a jurisdiction outside of Canada comply with applicable Canadian data protection laws, including by using appropriate contractual or other legally recognized transfer mechanisms, as reasonably determined by BeeLiked. If Canadian data protection laws conflict with other applicable data protection laws, BeeLiked shall promptly notify Customer, and the parties shall cooperate in good faith to agree on a resolution that ensures continued compliance with PIPEDA, provided that BeeLiked is not required to take any action that would violate applicable law or materially increase its compliance burden without mutual written agreement.
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