BeeKeeperAI Universal Amendment for Microsoft Azure Marketplace

BeeKeeperAI adds the following amendment to the Microsoft Standard Contract for all Offers (listed or private) purchased through the Azure Marketplace:

Data Sets

All Data Sets utilized through the offered application remain the property of the data controller and shall be used solely for the purposes of collaboration within the Offering. It is understood and agreed that the Data and the analysis of Data through the Offering will be held and conducted in the controller’s computing environment.

Processor Role

BeeKeeperAI, Inc. (“BKAI”) as Publisher does not have access to nor is entitled to use the data within a Customer Data Set and never creates, receives, maintains, or transmits personal data contained within a Customer Data Set to provide the Offering. BKAI acts only on behalf of the Customer through the Offering and should be considered a processor in that limited context under GDPR and other privacy regulations. BKAI uses Customer User information for access control and to the extent it contains personal data then BKAI is a controller of that personal data and has a legal, contractual, and legitimate basis from the Customer for processing it as part of the Offering.

Customer Responsibilities

Customer will (a) be responsible for User access to the Offering, (b) be responsible for Users’ compliance with this Agreement, Documentation, and Order Forms, (c) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Offering, the securing of rights to use Customer Data without infringing on any third-party rights, and the interoperation of any non-BKAI applications with which Customer uses Offering or Data, (d) use commercially reasonable efforts to prevent unauthorized access to or use of Offering and Data, and notify BKAI promptly of any such unauthorized access or use, (e) use Offering and Data only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations, and (f) comply with terms of service of any Non-BKAI Applications with which Customer uses Offering or Data. Any use of the Offering in breach of the foregoing by Customer or Users that in BKAI’s judgment threatens the security, integrity, or availability of the Offering may result in immediate suspension of the Offering; however, Publisher will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat before any such suspension.

Notwithstanding anything to the contrary in this Agreement, Customer: (a) has and will retain sole control over the security of, operation, maintenance, management of, and all access to and use of, the Customer compute environment through which the BKAI Service is accessed or used; (b) warrants that it has implemented and will maintain a data security program necessary to meet their organizational and legal obligations; (c) is solely responsible for any security vulnerabilities and the consequences of such vulnerabilities, and (d) will comply with all Applicable Laws, including but not limited to privacy laws, in the performance under this Agreement.

License from Customer to BKAI

Customer hereby grants to BKAI during the Term a non-exclusive, irrevocable (subject to Customer’s rights to terminate this Agreement), non-transferable, royalty-free and worldwide license to use, process, transmit, install, and store Customer Data as necessary to perform BKAI’s obligations under this Agreement.

Customer Material Retention

BKAI Service. Customer Data uploaded into the BKAI Service will be retained within the BKAI Service for the duration specified in the Order for the type of plan purchased. Metadata associated with the Customer Data and use of the Offering may be retained indefinitely, per the Service Capabilities described in the Offer.

Customer. Retention periods for Customer data maintained within Customer systems shall be governed by the separate agreement between the collaborating Customers.