Last Updated 2 August 2025
By accessing or using the ‘Sweet’ platform and website (the “Platform” and the “Effective Date”, respectively), you (either as a Customer or as a Contact (each as defined below), as applicable) hereby agree to these general terms and conditions, as may be amended from time to time (the “Agreement”) with ‘Sweet’ by Elementor Ltd., on behalf of itself and its affiliates (collectively, the “Company”). Each of the Company and you shall be referred to as a “Party” and together the “Parties”.
In the event you are entering into this Agreement on behalf of a corporate entity (the “Corporation”), any reference to “you” shall refer both to you and to the Corporation, mutatis mutandis. You hereby certify that you are an authorized representative of the Corporation and have the right to assume the obligations under this Agreement on behalf of the Corporation and the authority to bind the Corporation and its affiliates in this Agreement.
Please read the terms of this Agreement carefully in their entirety prior to your use of the Platform. Please note that this Agreement constitutes a legally binding agreement between you and the Company. Re-accessing and/or using the Platform and any of its contents, as updated from time to time, indicates that you have read and understood the terms of this Agreement and that you have received, accepted, consented to, and approved its contents. If you do not agree to all the terms of this Agreement, or if you do not have the authority to bind the Corporation or have not been authorized by the Corporation to use the Platform on its behalf, you must discontinue the use of the Platform immediately.
By accessing or using the ‘Sweet’ platform and website (the “Platform” and the “Effective Date”, respectively), you (either as a Customer or as a Contact (each as defined below), as applicable) hereby agree to these general terms and conditions, as may be amended from time to time (the “Agreement”) with ‘Sweet’ by Elementor Ltd., on behalf of itself and its affiliates (collectively, the “Company”). Each of the Company and you shall be referred to as a “Party” and together the “Parties”.
In the event you are entering into this Agreement on behalf of a corporate entity (the “Corporation”), any reference to “you” shall refer both to you and to the Corporation, mutatis mutandis. You hereby certify that you are an authorized representative of the Corporation and have the right to assume the obligations under this Agreement on behalf of the Corporation and the authority to bind the Corporation and its affiliates in this Agreement.
Please read the terms of this Agreement carefully in their entirety prior to your use of the Platform. Please note that this Agreement constitutes a legally binding agreement between you and the Company. Re-accessing and/or using the Platform and any of its contents, as updated from time to time, indicates that you have read and understood the terms of this Agreement and that you have received, accepted, consented to, and approved its contents. If you do not agree to all the terms of this Agreement, or if you do not have the authority to bind the Corporation or have not been authorized by the Corporation to use the Platform on its behalf, you must discontinue the use of the Platform immediately.
1.1. The Platform provides certain tools and features designed to streamline workflows, support project management, and manage client-relations interactions and other communications, such as tools for invoicing, creating work proposals and price quotes; all, intended to assist web creators to manage their business (such users hereinafter, “Customers”), including such Customers’ relations with their end customers (such users hereinafter, only with respect to such specific use as defined by the Customer, “Contacts”), in accordance with their needs, inter alia, via certain AI tools (as defined below) as further detailed herein (collectively, the “Services”). As part of the Services, the Customer may extend access to the Platform to the Contacts for specific and limited uses and purposes.
1.2. As of the Effective Date, the Company hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable and personal license to use the Platform to which you have properly gained access, for purposes of receiving the Services (as applicable to you), for your internal use only, including any revisions, releases, corrections, copies, derivatives, enhancements, updates and/or upgrades thereto, all in accordance with terms of this Agreement and subject to them (the “License”).
1.3. In order to access or use the Platform and receive the respective Services as a Customer, you must open an account with the Platform(the “Account”). You are solely responsible for your use of the Platform, and for all activities on your Account, and the Company shall not be liable for any action or activity conducted in connection with the Account.
1.4. The Company hereby further cautions you to verify the individuals you provide access to the Platform (including the Account) on your behalf, to provide such access only to those individuals you trust, and to understand the entailed risks in providing such access.
1.5. It is your responsibility to obtain and maintain, at your expense, all necessary computer hardware, modems, connections to the internet and other items required to access the Platform.
1.6. As part of the Services, you may receive from time to time certain information, updates recommendations and suggestions related to your use of the Platform, including with respect to your Contacts (the “Platform Content”). It is hereby clarified that the Platform Content available may change with respect to each Account, and not all Platform Content shall be available to all kinds of Accounts.
1.7. The Company will have the right (but not the obligation) to review and monitor all use of the Platform to ensure compliance with the terms of this Agreement and may take any other action the Company may deem appropriate, in its sole discretion, to protect its property and rights, as well as the rights of third parties, including insuring the security of the Platform.
1.8. The Company may update the functionality, user interface, usability and other user documentation, information relating to the Platform and all of its features, from time to time, in its sole discretion and in accordance with this Agreement, as part of its ongoing mission to improve the Platform.
2.1. As part of your access to the Platform, you may be required to register to the Platform and provide certain information to the Company, including such information as further detailed in the Privacy Policy (as defined below). The registration to the Platform may be done either via credentials provided to you by the Company, or through connection to third parties’ software (such as Google Login). You hereby undertake that all such information shall be accurate and complete, and further undertake to keep all such information up-to-date.
2.2. You shall maintain the confidentiality of all usernames, passwords, access and other Account information, and other information required for the purpose of logging into the Account (“Access Information”), using at least the same degree of care as you use to protect your most confidential information, but not less than a reasonable degree of care. Except to the extent caused by the Company’s breach of its confidentiality obligations hereunder, the Company shall not be responsible for any unauthorized access to the Account.
2.3.You will contact the Company promptly if (i) you discover that any Access Information or other Account information is lost, stolen, or disclosed to an unauthorized person; (ii) you reasonably believe that the Account has been compromised, including any unauthorized access, use, or disclosure of any Account information; or (iii) you discover any other breach of security in relation to your Access Information, or the Platform, that may have occurred or is reasonably likely to occur.
2.4. It is your responsibility to keep your contact information associated with the Account up-to-date (such as email address or phone number, as applicable), so that the Company can communicate with you electronically. You understand and agree that you forfeit the right to plead ignorance if you do not receive an electronic communication sent to you by the Company, due to the Account’s associated contact details being incorrect, out of date, blocked by your service provider, or if you are otherwise unable to receive electronic communications.
3.1. Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder (including, if applicable, on behalf of the Corporation); (ii) the execution of this Agreement and the performance of its obligations and duties hereunder do not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executed and delivered, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
3.2. You hereby further represent and warrant that: (i) the Company has not disabled or terminated any Account under your name in the past for any reason; (ii) you are at least 18 years old (the Company reserve the right to request proof of age at any stage in order to verify compliance with this representation); (iii) you are not located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (iv) you are not listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union.
4.1. You may access and use the Platform and the Services only in accordance with the terms of this Agreement.
4.2. Without limiting the foregoing, you shall not, nor shall you permit or aid others to: (i) use the Platform and/or the Services and/or the Company’s IPR (as defined below) for any purpose other than for the purpose hereunder, or contrary to the terms of this Agreement; (ii) copy, reproduce, sell, license (or sub-license), lease, distribute (or re-distribute), loan, assign, transfer, pledge, scrape, download, display, transmit, post, republish, or otherwise make available the Platform or any part thereof or your rights under the License, in any form or by any means, in whole or in part; (iii) modify, disassemble, decompile, reverse engineer, revise, enhance, republish, create any derivative works, or otherwise merge or utilize all or any part of the Platform and/or the Company’s IPR, with or into any third party materials or components or attempt to access or discover the Platform’s source code; (iv) make any changes or interfere in any way in the source code of the Platform, or upload any software or application that may harm or cause damage to the Company, the Platform, the Services, or any other third party; (v) allow or aid any third party to use or access the Account or make any other use of the Platform other then as permitted hereunder, and you hereby agree to use reasonable efforts to prevent unauthorized access to or use of the Platform and any device that you use to access the Platform; (vi) use the Platform and/or the Services in any manner that is prohibited by law, or that is fraudulent or harmful, or not authorized by this Agreement, including, without limitation, by accessing or using the Platform and/or the Services in violation of any export or import restrictions, laws or regulations of the State of Israel or any foreign agency or authority, including, but not limited to, copyright infringement, trademark infringement, defamation, invasion of privacy, identity theft, hacking, cracking or distribution of counterfeit software; (vii) contest Company’s rights to the Company’s IPR; (viii) interfere with or disrupt the integrity or performance of the Platform or Company’s network or the data contained therein or the use of other Platform users; (ix) engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of the Platform; or (x) Abuse the Platform in any way.
“Abuse” shall mean and include any of the prohibited activities outlined in this Section 4.2, including without limitation, direct or indirect violation or bad activity in or through the Platform, including copyright infringement, email spamming and network scanning. The decision whether an Abuse occurred or not, shall reside with Company in its sole discretion. Upon a decision by the Company that an Abuse has occurred, without derogating from any of the Company’s rights hereunder, Company shall issue you with a notice to cease the Abuse immediately.
5.1. Notwithstanding anything to the contrary herein, the Services, the Platform, all reproductions, corrections, modifications, enhancements, improvements, updates and/or upgrades thereto, any content embedded therein (including without limitation, any materials, text, photos, logos, graphical display of data, analysis, statistics and any other content or data), all data related to your usage thereof, and all Intellectual Property Rights therein or relating thereto, including but not limited to, any modifications or custom features to the Services to be developed by the Company for your benefit, whether you have requested or instructed or not, as well as any Feedback and AI Process (each, as defined below) (collectively, “Company’s IPR”), are and will remain the Company’s or its third-party licensors (as applicable) sole and exclusive property. Any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to the Company (or its third-party licensors).
“Intellectual Property Rights” means any and all worldwide intellectual property rights, whether registered or not, including, but not limited to: (a) patent rights (including, without limitation, registered patents and patent applications and disclosures), know how, inventions, research and development activities and discoveries; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information, including but not limited to confidential and proprietary information concerning the business and financial activities of Company, and any information concerning its service providers, employees, customers, suppliers, and partners; (d) trademarks, trade names, service marks, logos, domain names, trade dress, moral rights, reputation and goodwill; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
5.2. The Customer hereby grants the Company the right to use its logo and trademarks on the Company’s websites and in any promotional and marketing materials of the Company.
5.3. Any feedback, ideas, requests, recommendations, comments, reports, concepts or other suggestions related to the Services or the Platform (collectively, the “Feedback”) is welcome by the Company. You are not required to provide any Feedback, however, to the extent you shall do so, such Feedback shall be solely owned by Company, and shall not, under any circumstance, constitute your confidential or proprietary information. You hereby irrevocably assign and transfer any Intellectual Property Rights in such Feedback to the Company, without restrictions or limitations, and free of charge (including without payment of any royalty). You hereby acknowledge that Company may use such Feedback in any manner Company sees fit, without restrictions or limitations, and without payment of any royalty or any other consideration.
6.1. You hereby acknowledge and accept that as part of the engagement hereunder, the Company shall receive and collect from you certain User Content, either through the features embedded in the Platform, directly from you, or directly or indirectly from any Third Party Platforms (as defined below).
“User Content” means, without limitation, data, text, transcripts, video and audio recordings, clients’ and vendors’ information, photographs, and other types of works.
6.2.Certain information, including part of the User Content, may be received by the Company, inter alia, via (i) access by the Company to third party software or platforms storing User Content, including real-time communication software (e.g., Zoom, Google Meet, Microsoft Teams, WhatsApp), payment providers platforms, SSO providers and other third party software, either online, digital, analogue or satellite based (collectively, “Third Party Platform”); and (ii) any other agreed means of communication with the Customer.
6.3.The Customer hereby represents and warrants that it has the right and authority to provide the Company with the User Content (including any User Content of its Contacts), and that such User Content is and shall remain in its ownership (or of its Contacts or licensors, as applicable), and the Customer is solely responsible for the User Content. The Company is under no obligation to edit, control, or monitor User Content, and will not be in any way responsible or liable for the User Content.
6.4. The Customer hereby grants the Company permission to access the Third Party Platforms on its behalf, and further grant Company with a non-exclusive, irrevocable, limited, royalty free and worldwide license, during the term of the License, to use, process and store the User Content in order to perform the Services under the Platform and any features thereof, and to exercise the Company’s rights and obligations under this Agreement, or otherwise in connection thereto.
6.5.You hereby acknowledge and accept that, as part of the Services, the Company may use certain features (including those of Third Party Platforms) for recordings of individual conversations (including audio and video, as applicable). The laws with respect to the requirements of such recorded conversations are different in each jurisdiction. The Customer hereby acknowledges and agrees that it is solely responsible to comply with all requirements under applicable laws, including the obligations to receive permissions, sending notices or other obligated actions, from or to, the relevant parties (including any of its Contacts).
6.6.You hereby acknowledge that the Customer, and its respective Corporation, if applicable, shall have full access to all of the activities on the Platform or any results of processing the User Content. In addition, the Company may disclose any User Content or such activities to any third party if the Company believes that disclosure is reasonably necessary to comply with any law.
7.1. By virtue of this Agreement, the Company may have access to certain identifying personal information (“Personal Data”) related to you. The Company’s use of the information about Customers provided to facilitate opening an account, or during the Customer’s use of the Services is governed by the Company’s Privacy Policy at [please insert hyperlink] (the “Privacy Policy”), Any Contact’s Personal Data shall be governed by the terms of the Company’s data processing addendum, attached as Annex A hereto (the “DPA”). The Privacy Policy and DPA form an integral part of this Agreement.
7.2.You hereby grant the Company with the authorization to use any data and information owned or controlled by you to enable the provision of the Services, including without limitation, any User Content, Personal Data, or such other information to be collected and processed by accessing the Platform or uploading thereto, including without limitation as obtained or provided through the Third Party Platforms, to be collected and processed on the Platform (the “Data”).
7.3.You acknowledge and agree that the Company may collect, create, process, transmit, store, use, and disclose aggregated and de-identified data derived from Data or use of the Platform (“Aggregated Data”), for the Company’s business purposes, including for the AI Process, and for training, industry analysis, benchmarking, and analytics. All Aggregated Data will be in an aggregated, de-identified and anonymized form only and will not identify any user of the Platform (including any Customer or Contact), nor the Corporation (if any). Company shall have sole ownership, title and interest in and to the Aggregated Data, and nothing in this Agreement gives you any rights in or to any part of the Aggregated Data.
7.4. The Company shall have the right to collect and analyze data or information relating to the engagement hereunder, including the provision, use and performance, by you or by others, of the Services and the various aspects of the Platform and related systems and technologies (“Usage Data”).
7.5.You hereby acknowledge that the Services embedded in the Platform may be implemented by the Company using AI (as defined below), with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing the Usage Data (“AI Process”).
7.6.The Customer is solely responsible (a) for Data as entered into, supplied, accessed, or used by it or by its Contacts, and (b) for complying with any AI, privacy and data protection laws and regulations as applicable to the Data and to the use of the Platform by the Customer or its Contacts. The Customer represents and warrants that it has obtained, and will maintain all rights, consents, and authorizations required (including without limitation, with respect to the Personal Data of its Contacts) to grant the Company the rights and licenses set forth in this Agreement and to enable the Company to exercise its rights under the same without violation or infringement of the rights of any third party.
7.7.The Customer further represents and warrants that it is solely responsible to assure compliance with any and all laws relevant to audio and video recording, and that it has obtained and will maintain all consents and authorizations required from the Contacts and any other third parties, to ensure such compliance.
8.1. As part of certain Services, including the Platform Content, the Company utilizes artificial intelligence (“AI”) and generative AI to provide you with certain features of the Services (“AI Services”). For the purposes of this section, “Input” means any data, content or materials that you enter when using the AI Services, including User Content, to receive the Output; “Output” means any content generated by AI Services, based on the Input.
8.2.Input and Output are considered User Content hereunder.
8.3.Third-party providers.
(a) To provide the AI Services, the Company may use third-party providers as part of such service, as listed in Schedule 3 of the DPA.
(b) You acknowledge and agree that without derogating from the terms of this Agreement, the use of the AI Services is subject to each third-party providers’ applicable terms of use and acceptable use policies (the “Third Party Policies”).
(c) You agree to cooperate with requests from any third-party provider to support compliance with its applicable Third-Party Policies.
(d) You acknowledge and agree that any modification in services provided by any third-party provider may impact, modify and in certain cases, cease the availability, functionality, outputs and performance of the AI Services.
(e) You agree to sharing the Input with third-party providers to generate the Output.
8.4. In relation to the AI Services, you undertake to:
(a) Use the AI Services responsibly, including without limitation, in accordance with the terms of Section 4.2 above and the terms of the Third Party Policies.
(b) Inform all Contacts of the fact they are interacting with an AI system and not a human.
(c) To review and evaluate all Outputs before their use. The nature of AI is that it may contain inaccuracies, therefore, human intervention and review by you is crucial.
(d) Use the AI Services in compliance with all applicable laws and regulations governing AI use.
8.5. As certain features of the AI Services are based on generative AI, the Output may not be accurate, reliable, safe, beneficial, always available, or complete. The AI Services are presented “as-is” without any warranty. The nature of AI technology is such that it is difficult to fully control and predict outputs. The Company does not represent or warrant that the Output will meet your needs or expectations, and disclaims all responsibility and liability for the accuracy, completeness, relevancy, intellectual property compliance, legality, decency, quality, or any other aspect of such Output. Additionally, the Company expressly disclaims any liability for potential biases, errors, inconsistencies, or unintended consequences that may be present in the Output. The Output may not be unique to you, and different users may receive Output that is identical or similar to that presented to others.
8.6.Your use of the AI Services and any Output are at your own risk, and the Company shall not be liable for any decisions, actions, or consequences resulting from your use of the AI Services or reliance on any Output by you or by any third party, including any biases, errors, alleged infringement of any rights of any third party, or unintended consequences that may be present in such Output. Further, as certain features of the AI Services are based on generative AI, the respective content or information provided by the Platform may not be accurate, reliable, safe, always available, or complete. The Company does not conduct human review for such content or information, and you are required to use good judgment prior to using such content or information.
9.1. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE PLATFORM, THE SERVICES AND ALL CONTENT AVAILABLE ON OR THROUGH THE PLATFORM, INCLUDING THE PLATFORM CONTENT, ARE PROVIDED “AS-IS”, “AS-AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND THE COMPANY MAKES NO OTHER WARRANTIES, AND EXPLICITLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCURACY, OR NON-INFRINGEMENT. The Company does not have any obligation to monitor the use of the Platform, and it is not responsible for the availability, accuracy, applicability or legality of any information, data or domain, including without limitation any content submitted to any Third Party Platform which is not under the control of the Company.
9.2.Without limiting the foregoing, the Company does not represent or warrant that: (i) the Platform and the Services shall be error free or that any errors will be corrected; (ii) the Platform shall not contain any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Platform by any third party; (iii) the operation of the Platform will be uninterrupted or that it will be able to be used at any time; (iv) the Platform and the Services will meet your requirements, needs or expectations. The Company shall not be responsible for unauthorized access or alteration to the Platform and will not be liable for any damages or loss incurred to you or to any other third party as a result or in connection with the use of the Platform or the Services or reliance thereon, or any information derived through the Platform or the Services (including the Platform Content). The Platform Content is given as a recommendation only and for information purposes only, the Company is not soliciting any action based on the Platform Content, and you nor any other third party should not rely on the Platform Content in any way, including for the purpose of making any decisions. You shall bare sole responsibility for any decisions made relying on the Platform Content. In addition, the Company shall not be responsible or liable for unauthorized access to your systems or for the use of the Platform or the Services by you.
9.3.The Company is not responsible for any problems or technical malfunction of any telephone or network lines, computer online systems, servers or providers, hardware, software, failure due to technical problems or traffic congestion on the internet (or inaccessibility of the internet) or incompatibility between the Platform and your browser or other equipment. Without derogating from the above, the Company does not assume any responsibility or risk for your use of the internet.
10.1. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY, IN ANY EVENT, FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY UNDER OR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM AND/OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE HIGHER OF (I) USD 1,000, OR (II) THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO COMPANY, AS APPLICABLE, DURING THE SIX MONTHS PRECEDING ANY CLAIM UNDER WHICH SUCH LIABILITY SHALL ARISE. DISCONTINUING USING THE PLATFORM OR ITS CONTENT IS YOUR SOLE REMEDY.
10.2. The limitations contained in this Section 10 are considered reasonable by the Parties having regard to the circumstances which are known to or in the contemplation of the Parties at the date of this Agreement, and the availability of insurance to the Parties.
To the maximum extent permitted by any applicable law, you agree to indemnify, defend and hold, the Company and its affiliates, offices, employees and shareholders, and anyone acting on their behalf, harmless, at your own expense and immediately after receiving a written notice thereof, from and against any damages, losses, demands, costs, liabilities, damages and expenses, including attorney’s fees, legal expenses and expert fees’ and other costs of litigation, resulting or arising from, incurred as a result of, or in any manner related to your (i) use of the Platform and/or the Services, (ii) the User Content, (iii) any breach of your responsibilities or obligations, representations or warranties under this Agreement; (iv) violation of any applicable law; or (v) any third party or regulatory claim related to the Customer’s use or its Contacts’ use of the AI Services.
12.1. Certain Services may be provided by the Company on a free trial basis, for no subscription fee (“Free Subscription”). You may be able to purchase access to certain Services or features in the Platform, as determined by the Company from time to time at its sole discretion, in exchange for payment of a subscription fee (“Paid Subscription”).
12.2. In consideration for the License granted with respect to the Paid Subscription, you shall be required to pay certain fees in the amount and terms as set forth within the Platform, in accordance with your applicable subscription tier, either on a monthly subscription basis (“Monthly Subscription”) or an annual subscription basis (“Annual Subscription”), as you may elect upon registration to the Paid Subscription.
12.3. All amounts paid under your applicable Paid Subscription shall be invoiced by the Company and shall be non-refundable, non-cancellable and non-creditable regardless of any termination of this Agreement, for any reason.
12.4. The Company reserves the right to immediately suspend or terminate the use of the Platform in the event of any delay in payment. You shall reimburse the Company for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting late payments pursuant to this Agreement.
12.5. You are solely responsible for payment of any taxes resulting from this Agreement, including VAT, if applicable. All fees under this Agreement are presented as net prices, and are exclusive of levies, duties, taxes, including withholding taxes, which shall be payable by you in addition to the fees owed to the Company.
13.1. This Agreement is effective as of the Effective Date, and shall remain in effect as follows:
(a) with respect to a Customer with a Free Subscription, until this Agreement is terminated by either the Company or the Customer upon providing prior written notice to the other Party;
(b) with respect to a Customer with a Monthly Subscription, the subscription period shall automatically renew each consecutive month, unless terminated by either the Company or the Customer by providing written notice, which shall become effective following the lapse of the then-current Monthly Subscription period;
(c) with respect to a Customer with an Annual Subscription, the subscription period shall automatically renew each consecutive year, unless terminated by either the Company or the Customer by providing written notice at least 30 days prior to the automatic renewal of the then-current Annual Subscription period;
(d) Notwithstanding the foregoing, with respect to any Paid Subscription, the Company may terminate this Agreement immediately and without prior notice in the following events: (a) Customer’s violation of any of the terms of this Agreement; or (b) Company believes it is necessary to do so to comply with applicable law;
(e) with respect to a Contact, upon completion of its specific use of the Platform, as defined by the Customer, unless terminated earlier by the Company or Company otherwise denied the Contact’s access to the Platform.
13.2.Upon termination of this Agreement, (i) you shall cease use of the Platform and the Services and immediately return to the Company all Company’s Confidential Information (as defined below) and the Company’s IPR, in any media and form, in your possession, and shall erase all copies of the Platform, and (ii) the Company shall be entitled to terminate or disable the Account. Notwithstanding the termination or expiration of this Agreement, Sections 5 (Intellectual Property Rights), 6 (User Content), 7 (Privacy & Data Protection), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 13.2 (Termination Consequences), 14 (Confidentiality), and 16 (General Provisions) shall survive and remain in effect in perpetuity.
Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees and consultants who have signed in advance a confidentiality undertaking containing terms similar to this Agreement and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware.
“Confidential Information” shall include, without limitation, any data or information that is proprietary to the disclosing Party, whether in tangible or intangible form, in whatever medium provided, whether unmodified or modified by the receiving Party, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of the disclosing Party; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the disclosing party; and (vi) any information generated by the receiving party that contains, reflects, or is derived from any of the foregoing. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Information. Each party acknowledges that the Confidential Information is proprietary to the disclosing party, has been developed and obtained through great efforts by the disclosing party and that the disclosing party regards all of its Confidential Information as trade secrets. Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the receiving Party; (ii) was in the receiving Party’s lawful possession before the disclosure; or (iii) was lawfully disclosed to the receiving Party by a third party without restriction on disclosure.
The Platform may contain links to, or advertisements and other materials of, other websites, platforms or software (“Third-Party Materials”). Such Third-Party Materials are not under the Company’s control, and the inclusion of any Third-Party Material is provided solely as a convenience to you and does not imply any endorsement by the Company of such Third-Party Materials and the Company is not responsible for the content or functionality of any Third-Party Materials. The Company hereby caution you to ensure that you understand the risks involved in using such Third-Party Materials. If you decide to access or use any of the Third-Party Materials, you do this entirely at your own risk, and you must follow the privacy policies and the terms and conditions applicable to such Third Party Materials.
16.1. The Company shall not be liable for any failure to perform any of its obligations hereunder resulting from circumstances beyond the Company’s reasonable control, such as strikes, shortages, riots, insurrection, fires, flood, storms, explosions, acts of God, war, government or quasi-governmental authorities actions, acts of terrorism, earthquakes, power outages, internet or other technology failures, pandemic or epidemic. In the event of such force majeure, the performance of the Company’s obligations shall be suspended during the period of existence of such force majeure as well as the period required thereafter to resume the performance of the obligation.
16.2.This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements between the Parties. The Company may, at its sole discretion, amend the terms of this Agreement from time to time at its sole discretion, by posting an updated version of these terms on the Platform.
16.3. Without derogating from the foregoing, the Company may, at its sole discretion, amend, modify, or discontinue, from time to time, the Services or any other services provided under the Platform, or introduce new services. The Company shall not be liable for any loss suffered by you resulting from any such changes made and you shall have no claims against the Company in such regard.
16.4. For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever. The transmission of information to or from the Platform does not create between the Parties any relationship that deviates from those specified in this Agreement.
16.5. You may not transfer or assign any of your rights or obligations under this Agreement to any third party without the Company’s prior written approval. The Company may assign its rights or obligations under this Agreement at any time.
16.6. All notices will be made in writing and given by personal delivery, overnight courier, email or other means of transmission or by certified or registered mail to contact information mentioned above or the last contact information provided by a party following the Effective Date. In the event you have questions or concerns regarding this Agreement, or you require any support in connection with the Platform or the Services, please contact the Company at: [email protected].
16.7. The failure of either Party at any time to require performance by the other of any provision herein will not affect the right of such Party to require performance at any time thereafter, nor will the failure of either Party to take action regarding a breach of any provision hereof be taken or held to be a waiver of the provision itself.
16.8. Any provision of this Agreement which is determined to be prohibited or unenforceable by a court of competent jurisdiction will be ineffective only to the extent of such prohibition or unenforceability and will be severed without invalidating the remaining provisions hereof or otherwise affecting the validity or enforceability of such provision. The headings used herein are for the convenience of the Parties only and will not affect the interpretation of this Agreement.
16.9 This Agreement shall be governed by the laws of the State of Israel, without reference to its principles of conflict of laws to the extent they would require the application of the law of another jurisdiction. The Parties consent to the exclusive jurisdiction of the courts of Tel-Aviv, Israel, and waive any objection to venue in such courts. Notwithstanding the foregoing, the Company shall be entitled to seek injunctive and other equitable relief, without the necessity of showing actual money damages in any jurisdiction in the event of an actual or threatened breach.
This Data Processing Addendum (“DPA”) is incorporated by reference into the Sweet Terms and Conditions available at [Terms link] or other agreement governing the use of the Sweet Platform and Services (“Agreement”) entered by and between you, the Customer (as defined in the Agreement) (collectively, “you”, “your”, “Customer”), and ‘Sweet’ by Elementor Ltd (“Sweet”, “us”, “we”) to reflect the parties’ agreement with regard to the Processing of Personal Data by Sweet solely on behalf of the Customer. Both parties shall be referred to as the “Parties” and each, a “Party”.
Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.
By using the Services, Customer accepts this DPA and you represent and warrant that you have full authority to bind the Customer to this DPA. If you cannot, or do not agree to, comply with and be bound by this DPA, or do not have authority to bind the Customer or any other entity, please do not provide Personal Data to us.
In the event of any conflict between certain provisions of this DPA and the provisions of the Agreement, the provisions of this DPA shall prevail over the conflicting provisions of the Agreement solely with respect to the Processing of Personal Data.
1.1. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control”, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.2.“Authorized Affiliate” means any of Customer’s Affiliate(s) which is explicitly permitted to use the Service pursuant to the Agreement between Customer and Elementor but has not signed its own agreement with Elementor and is not a “Customer” as defined under the Agreement.
1.3. “CCPA” means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. seq.
1.4. The terms, “Controller“, “Member State“, “Processor“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR. The terms “Business”, “Business Purpose”, “Consumer”, “Service Provider”, “Sell”, “Selling”, “Share”, or “Sharing” shall have the same meaning as in the CCPA.
For the purpose of clarity, within this DPA “Controller” shall also mean “Business”, and “Processor” shall also mean “Service Provider”, to the extent that the CCPA applies. In the same manner, Processor’s Sub-processor shall also refer to the concept of Service Provider.
1.5. “Data Protection Laws” means all applicable and binding privacy and data protection laws and regulations, including such laws and regulations of the European Union, the European Economic Area and their Member States, Switzerland, the United Kingdom, Canada, Israel and the United States of America, as applicable to the Processing of Personal Data under the Agreement including (without limitation) the GDPR, the UK GDPR, and the CCPA, as applicable to the Processing of Personal Data hereunder and in effect at the time of Processor’s performance hereunder.
1.6. “Data Subject” means the identified or identifiable person to whom the Personal Data relates.
1.7. “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.8. “Personal Data” or “Personal Information” means any information that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, to or with an identified or identifiable natural person or Consumer, which is processed by Elementor solely on behalf of Customer, under this DPA and the Agreement between Customer and Elementor.
1.9. “Services” means the services provided to Customer by Elementor in accordance with the Agreement.
1.10. “Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data” or other materially similar terms under applicable Data Protection Laws, which may include any of the following: (a) social security number, tax file number, passport number, driver’s license number, or similar identifier (or any portion thereof); (b) credit or debit card number; (c) financial, credit, genetic, biometric or health information; (d) information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences; and/or (e) account passwords in unhashed form.
1.11. “Standard Contractual Clauses” means (i) the Standard Contractual Clauses between controllers and processors, and between processors and processors, as approved by the European Commission Implementing Decision (EU) 2021/914 of 4 June 2021 (“EU SCCs”) and (ii) where the UK GDPR applies, the UK Addendum.
1.12. “Sub-processor” means any third party that Processes Personal Data under the instruction or supervision of Elementor.
1.13. “Restricted Transfer” means: (i) where the GDPR applies, a transfer of personal data from the EEA to a country outside of the EEA which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of personal data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018;
1.14. “UK GDPR” means the Data Protection Act 2018, as well as the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419).
2.1. Roles of the Parties. The Parties acknowledge and agree that with regard to the Processing of Personal Data solely on behalf of Customer, (i) Customer is the Controller of Personal Data, (ii) Elementor is the Processor of such Personal Data. The terms “Controller” and “Processor” below hereby signify Customer and Elementor, respectively.
2.2. Customer’s Processing of Personal Data. Customer, in its use of the Service, and Customer’s instructions to the Processor, shall comply with Data Protection Laws. Customer shall establish and have any and all required legal bases in order to collect, Process and transfer to Processor the Personal Data, and to authorize the Processing by Processor, and for Processor’s Processing activities on Customer’s behalf, including the pursuit of ‘business purposes’ as defined under the CCPA.
2.3.Processor’s Processing of Personal Data. When Processing on Customer’s behalf under the Agreement, Processor shall Process Personal Data for the following purposes: (i) Processing in accordance with the Agreement and this DPA; (ii) Processing for Customer as part of its provision of the Services; (iii) Processing to comply with Customer’s reasonable and documented instructions, where such instructions are consistent with the terms of the Agreement, regarding the manner in which the Processing shall be performed; (iv) rendering Personal Data fully anonymous, non-identifiable and non-personal in accordance with applicable standards recognized by Data Protection Laws and guidance issued thereunder; (v) Processing as required under the laws applicable to Processor, and/or as required by a court of competent jurisdiction or other competent governmental or semi-governmental authority, provided that Processor shall inform Customer of the legal requirement before Processing, unless such law or order prohibit such information on important grounds of public interest.
2.4. Processor shall inform Customer without undue delay if, in Processor’s opinion, an instruction for the Processing of Personal Data given by Customer infringes applicable Data Protection Laws. To the extent that Processor cannot comply with an instruction from Customer, Processor (i) shall inform Customer, providing relevant details of the issue, (ii) Processor may temporarily cease all Processing of the affected Personal Data (other than securely storing such data) and/or suspend Customer’s access to the Services, and (iii) if the Parties do not agree on a resolution to the issue in question and the costs thereof, Customer may, as its sole remedy, terminate the Agreement and this DPA with respect to the affected Processing, and Customer shall pay to Processor all the amounts owed to Processor or due before the date of termination. Customer will have no further claims against Processor (including, without limitation, requesting refunds for Service) pursuant to the termination of the Agreement and the DPA as described in this paragraph.
2.5. Details of the Processing. The subject-matter of Processing of Personal Data by Processor is the performance of the Service pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 (Details of Processing) to this DPA.
2.6. Sensitive Data. The Parties agree that the Services are not intended for the processing of Sensitive Data, and that if Customer wishes to use the Services to process Sensitive Data, it must first obtain the Processor’s explicit prior written consent and enter into any additional agreements as required by Elementor.
2.7.CCPA Standard of Care; No Sale or Share of Personal Information. Processor acknowledges and confirms that it does not receive or process any Personal Information as consideration for any services or other items that Processor provides to Customer under the Agreement. Processor shall not have, derive, or exercise any rights or benefits regarding Personal Information Processed on Customer’s behalf, and may use and disclose Personal Information solely for the purposes for which such Personal Information was provided to it, as stipulated in the Agreement and this DPA. Processor will not Sell or Share any Personal Information Processed hereunder without Customer’s prior written consent.
Each Party hereby represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder (including, if applicable, on behalf of the Corporation); (ii) the execution of this Agreement and the performance of its obligations and duties hereunder do not violate any agreement to which it is a party or by which it is otherwise bound; (iii) when executeProcessor shall, to the extent legally permitted, notify Customer or refer Data Subject or Consumer to Customer, if Processor receives a request from a Data Subject or Consumer to exercise their rights (to the extent available to them under applicable Data Protection Laws) of access, right to rectification, restriction of Processing, erasure, data portability, objection to the Processing, their right not to be subject to automated individual decision making, to opt-out of the Sale or Sharing of Personal Information, or the right not to be discriminated against (“Data Subject Request”). Taking into account the nature of the Processing, Processor shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible and reasonable, for the fulfilment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws.d and delivered, the Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
3.2. You hereby further represent and warrant that: (i) the Company has not disabled or terminated any Account under your name in the past for any reason; (ii) you are at least 18 years old (the Company reserve the right to request proof of age at any stage in order to verify compliance with this representation); (iii) you are not located in a country that is subject to any sanctions or embargos by the State of Israel, the United States or the European Union, or that has been designated by the State of Israel, the United States or the European Union as a “terrorist supporting” country; and (iv) you are not listed on any list of prohibited or restricted parties published by the State of Israel, the United States or the European Union.
Processor shall ensure that its personnel and advisors engaged in the Processing of Personal Data have committed themselves to confidentiality.
5.1. Appointment of Sub-processors. Customer acknowledges and agrees that (a) Processor’s Affiliates may be engaged as Sub-processors; and (b) Processor and Processor’s Affiliates on behalf of Processor may each engage third-party Sub-processors in connection with the provision of the Service.
5.2. List of Current Sub-processors and Notification of New Sub-processors. Processor makes available to Customer the current list of Sub-processors used by Processor to process Personal Data in Schedule 3 to this Addendum. The Sub-Processor List as of the date of first use of the Service by Customer is hereby deemed authorized upon first use of the Service. The customer may subscribe to receiving updates on the Sub-Processor list by contacting [email protected] The Processor shall provide the Customers who have registered with a written notice of Processor’s engagement with an additional sub-processor.
5.3.Objection to New Sub-processors. Customer may reasonably object to Processor’s use of a new Sub-processor, for reasons relating to the protection of Personal Data intended to be Processed by such Sub-processor, by notifying Processor promptly in writing within seven (7) days after receipt of notice of such sub-processor engagement. Such written objection shall include the reasons for objecting to Processor’s use of such new Sub-processor. Failure to object to such new Sub-processor in writing within seven (7) days following Processor’s notice shall be deemed as acceptance of the new Sub-Processor. In the event Customer reasonably objects to a new Sub-processor, as permitted in the preceding sentences, Processor will use reasonable efforts to make available to Customer a change in the Service or recommend a commercially reasonable change to Customer’s configuration or use of the Service to avoid Processing of Personal Data by the objected-to new Sub-processor. If Processor is unable to make available such change within thirty (30) days, Customer may, as a sole remedy, terminate the applicable Agreement and this DPA with respect only to those Service which cannot be provided by Processor without the use of the objected-to new Sub-processor, by providing written notice to Processor. All amounts due under the Agreement before the termination date with respect to the Processing at issue shall be duly paid to Processor. Until a decision is made regarding the new Sub-processor, Processor may temporarily suspend the Processing of the affected Personal Data and/or suspend access to the Account. Customer will have no further claims against Processor due to the termination of the Agreement (including, without limitation, requesting refunds) and/or the DPA in the situation described in this paragraph.
5.4. Agreements with Sub-processors. Processor or a Processor’s Affiliate on behalf of Processor has entered into a written agreement with each Sub-processor containing appropriate safeguards to the protection of Personal Data. Where Processor engages a Sub-processor for carrying out specific Processing activities on behalf of the Customer, the same or materially similar data protection obligations as set out in this DPA shall be imposed on such new Sub-processor by way of a contract, in particular obligations to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR. Where a Sub-processor fails to fulfil its data protection obligations concerning its processing of Personal Data, Processor shall remain responsible for the performance of the Sub-processor’s obligations.
6.1. Controls for the Protection of Personal Data. Processor shall maintain industry-standard technical and organizational measures for protection of Personal Data Processed hereunder considering the state of the art, cost of implementation and nature, scope, context and purposes of the processing, as detailed in schedule 2 to this DPA.
6.2. Audits and Inspections. Upon Customer’s 30 days prior written request at reasonable intervals (no more than once every 12 months), and subject to strict confidentiality undertakings by Customer, Processor shall make available to Customer that is not a competitor of Processor (or Customer’s independent, reputable, third-party auditor that is not a competitor of Processor and not in conflict with Processor, subject to their confidentiality and non-compete undertakings) written information necessary to demonstrate compliance with this DPA, and allow for and contribute to audits, including inspections, conducted by them. Such information, audits, inspections and the results therefrom, including the documents reflecting the outcome of the audit and/or the inspections, shall only be used by Customer to assess compliance with this DPA, and shall not be used for any other purpose or disclosed to any third party without Processor’s prior written approval. Upon Processor’s first request, Customer shall return all records or documentation in Customer’s possession or control provided by Processor in the context of the audit or the inspection.
Processor maintains security incident management policies and procedures and, to the extent required under applicable Data Protection Laws, shall notify Customer without undue delay after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data Processed by Processor on behalf of the Customer (a “Data Incident”). Processor shall make reasonable efforts to identify and take those steps as Processor deems necessary and reasonable in order to remediate and/or mitigate the cause of such Data Incident to the extent the remediation and/or mitigation is within Processor’s reasonable control. The obligations herein shall not apply to incidents that are caused by Customer or anyone who uses the Services on Customer’s behalf. Customer will not make, disclose, release or publish any finding, admission of liability, communication, notice, press release or report concerning any Data Incident which directly or indirectly identifies Processor (including in any legal proceeding or in any notification to regulatory or supervisory authorities or affected individuals) without Processor’s prior written approval, unless, and solely to the extent that, Customer is compelled to do so pursuant to applicable Data Protection Laws. In the latter case, unless prohibited by such laws, Customer shall provide Processor with reasonable prior written notice to provide Processor with the opportunity to object to such disclosure and in any case Customer will limit the disclosure to the minimum scope required.
Following termination of the Agreement and subject thereto, Processor shall, at the choice of Customer (indicated through the Service or in written notification to Processor), delete or return to Customer all the Personal Data it Processes solely on behalf of the Customer in the manner described in the Agreement, and Processor shall delete existing copies of such Personal Data unless applicable laws require otherwise.
9.1. We may use certain third-party services, such as analytics companies or companies delivering advertisements, which may use cookies or other technologies, and those practices and providers are subject to their own policies.
(a) in relation to Data that is protected by the GDPR, the EU SCCs will apply completed as follows: (i) Module Two will apply; (ii) in Clause 7, the optional docking clause will not apply; (iii) in Clause 9, Option 1 will apply, and the time period for prior notice of subprocessor changes shall be at least [7] days; (iv) in Clause 11, the optional language will not apply; (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Cyprus law; (vi) in Clause 18(b), disputes shall be resolved before the courts of Cyprus; (vii) Annex I of the EU SCCs shall be deemed completed with the information set out in Schedule I to this Addendum; (viii) Annex II of the EU SCCs shall be deemed completed with the information set out in Schedule II to this Addendum; and (ix) Annex III of the EU SCCs shall be deemed completed with the information set out in Schedule III to this Addendum;
(b) in relation to Data that is protected by the UK GDPR, the UK Addendum be deemed entered into (and incorporated into this DPA by this reference) as follows: (i) the EU SCCs, completed as set out above in clause 1.5(a) of this Addendum shall also apply to transfers of such Data, and the EU SCCs shall be deemed amended as specified by Part 2 of the UK Addendum in respect of the transfer of the Data; (ii) In addition, tables 1 to 3 in Part 1 of the UK Addendum shall be deemed completed with the information set out above at Section (a) (as applicable), in Schedule 1 and Schedule 2 of this Addendum, and table 4 of Part 1 of the UK Addendum shall be deemed completed by selecting “neither party”.
9.2.In the event that any provision of this Agreement contradicts, directly or indirectly, the Standard Contractual Clauses, the Standard Contractual Clauses shall prevail.
10.1. Contractual Relationship. The Parties acknowledge and agree that, by executing the DPA, the Customer enters into the DPA on behalf of itself and, as applicable, in the name and on behalf of its Authorized Affiliates, in which case each Authorized Affiliate agrees to be bound by the Customer’s obligations under this DPA, if and to the extent that Processor Processes Personal Data on the behalf of such Authorized Affiliates, thus qualifying them as the “Controller”. All access to and use of the Service by Authorized Affiliates must comply with the terms and conditions of the Agreement and this DPA and any violation of the terms and conditions therein by an Authorized Affiliate shall be deemed a violation by Customer.
10.2.Communication. Customer shall remain responsible for coordinating all communication with Processor under the Agreement and this DPA and shall be entitled to make and receive any communication in relation to this DPA on behalf of its Authorized Affiliates.
11.1. Data Protection Impact Assessment and Prior Consultation. Upon Customer’s reasonable request, Processor shall provide Customer, at Customer’s cost, with reasonable cooperation and assistance needed to fulfil Customer’s obligation under the GDPR or the UK GDPR (as applicable) to carry out a data protection impact assessment related to Customer’s use of the Service, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor. Processor shall provide, at Customer’s cost, reasonable assistance to Customer in the cooperation or prior consultation with the Supervisory Authority in the performance of its tasks relating to this Section 11.1, to the extent required under the GDPR or the UK GDPR, as applicable.
11.2.Modifications. Each Party may by at least forty-five (45) calendar days’ prior written notice to the other Party, request in writing any variations to this DPA if they are required as a result of any change in, or decision of a competent authority under, any Data Protection Laws, to allow Processing of Customer Personal Data to be made (or continue to be made) without breach of those Data Protection Laws. Pursuant to such notice: (a) The Parties shall make commercially reasonable efforts to accommodate such modification requested by Customer or that Processor believes is necessary; and (b) Customer shall not unreasonably withhold or delay agreement to any consequential variations to this DPA proposed by Processor to protect the Processor against additional risks, or to indemnify and compensate Processor for any further steps and costs associated with the variations made herein at Customer’s request. The Parties shall promptly discuss the proposed variations and negotiate in good faith with a view to agreeing and implementing those or alternative variations designed to address the requirements identified in Customer’s or Processor’s notice as soon as is reasonably practicable. In the event that the Parties are unable to reach such an agreement within 30 days of such notice, then Customer or Processor may, by written notice to the other Party, with immediate effect, terminate the Agreement to the extent that it relates to the Services which are affected by the proposed variations (or lack thereof). Customer will have no further claims against Processor (including, without limitation, requesting refunds for the Services) pursuant to the termination of the Agreement and the DPA as described in this Section.
Nature and Purpose of Processing
Duration of Processing
Subject to any section of the DPA and/or the Agreement dealing with the duration of the Processing and the consequences of the expiration or termination thereof, Processor will Process Personal Data pursuant to the DPA and Agreement for the duration of the Agreement, unless otherwise agreed upon in writing.
Type of Personal Data
Customer may submit Personal Data to the Services, the extent of which is determined and controlled by Customer in its sole discretion.
Categories of Data Subjects
Customer may submit Personal Data to the Services which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects:
SCHEDULE 2 – Technical and Organizational Measures to Protect the Security of Personal Data
May be obtained by contacting [email protected]
SCHEDULE 3 – List of Sub-Processors
To subscribe to sub-processor list updates, please contact [email protected]
| Name of Sub-Processor | Purpose | Location of Processing |
|---|---|---|
| AWS | ||
| OpenAI |