United States Business Terms and Conditions of Service

As of November 20, 2016

We're thrilled you've decided to use Bee Technologies Inc.'s platform. To make this document easier to read, we sometimes use Bee instead of Bee Technologies Inc. and refer to our products and services as the "Services" or the "Service". The user is referred to as "Creator" or "Creators", and you (the business) are referred to as the "Customer"!

These Bee for Business terms and conditions (the "Agreement") are entered into by and between the company identified within this sign-up page ("Customer") and Bee Technologies Inc., a Delaware corporation ("Bee"). Capitalized terms used herein shall have the meaning ascribed to them in this Agreement.

This Agreement sets forth the terms under which a Customer may utilize Creator Payment in conjunction with the Bee Service and the associated Bee App. Customer's use of Creator Payment is subject to this Agreement, as may be modified or updated by Bee from time to time, effective upon posting of an updated version of the Agreement. Bee will provide Customer with a notice of any such modifications or updates via email and/or the Dashboard, and Customer is responsible for regularly reviewing the Agreement. Continued use of Creator Payment after any such modifications or updates shall constitute Customer's consent to such changes.

Customers must comply not only to these Terms, but also the Privacy Policy and Community Guidelines.

1. DEFINITIONS

"Active Account" shall have the meaning set forth in Section 2.3.

"Creator Payment" shall mean an enterprise billing and payment process for the Bee Service provided by Bee to the Customer hereunder for Creator Charges, with payment by Customer either (a) by direct charge to a Customer credit card, or (b) if Bee has approved monthly billing for Customer, subject to a monthly statement delivered by Bee to Customer on a monthly basis.

"Customer Card" shall have the meaning set forth in Section 2.1.

"Creator" shall mean an individual authorized to use Customer Billing in connection with use of the Bee Services, and linked to Customer Billing via that individual's Active Account, each as identified by Customer to Bee as set forth in this Agreement.

"Dashboard" shall have the meaning set forth in Section 3.1.

"Dashboard Data" shall have the meaning set forth in Section 3.1.

"End User Terms" shall mean the terms and conditions applicable to all users of the Bee Service, as may be updated by Bee from time to time.

"Monthly Statement" shall have the meaning set forth in Section 5.2.

"Monthly Billing" shall have the meaning set forth in Section 5.2.

"Proposed Creator" shall have the meaning set forth in Section 2.3.

"Service Fee" shall mean the service fees applicable to User Charges and/or Customer's use of the Bee Services, if any, as set forth on the account creation form associated with this Agreement or otherwise agreed to between Bee and Customer.

"Term" shall have the meaning set forth in Section 6.1.

"Bee App" shall mean Bee's mobile application or mobile website (m.beeaweso.me) required for use of the Bee Service, as may be updated by Bee from time to time.

"Bee Service" shall mean Bee's technology platform that, when used in conjunction with the Bee App, enables Creators to create and publish Content to or through Bee or other Content creation services

"Creator Charges" shall mean payments incurred by Creators for Content created for Customer Campaigns taxes, and any other fees or charges that may be due for a particular use of the Bee Service.

2. PROVISION OF SERVICES

2.1 Access to Services.

Upon execution of this Agreement, Bee will establish a Customer corporate account that will enable Customer to provide Creator Payment to authorized Creators with Active Accounts. As part of the corporate account, Customer agrees to provide and maintain during the Term one or more valid Customer credit card numbers (the "Customer Card") that may be charged for Customer Billing as set forth herein. Using such corporate account, Customer, at its discretion, may permit Creators with an Active Account to receive Creator Payment when using the Bee Service. Customer acknowledges a Creator receiving Creator Payment will be incurring Creator Charges to the account of Customer, and not to the Creator's personal account or credit card, and Customer agrees to pay all Creator Charges incurred under Creator Payment, as well as any applicable Services Fees, in accordance with the terms and conditions of this Agreement. Subject to Customer's compliance with this Agreement, Bee agrees to use commercially reasonable efforts to provide the Bee Service and Creator Payment to Customer and the Creators as set forth herein.

2.2 Bee Policies.

Bee's current policies and practices regarding the safety of all users of the Bee Service are available in its Community Guidelines and Privacy Policy

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BEE SERVICE IS A TECHNOLOGY PLATFORM THAT ENABLES ACCESS TO REQUEST CREATOR [USER] GENERATED BRANDED CONTENT. BEE IS NOT A CONTENT PROVIDER, NOR IS IT AN ADVERTISING AGENCY. BEE DOES NOT GUARANTEE AVAILABILITY OF CONTENT OR ANY OTHER SERVICE OR SERVICES RELATED TO INDEPENDENT CONTENT CREATION VIA THE BEE SERVICE.

2.3 Active Account Required.

(a) Customer acknowledges and agrees that before Customer can employ Creator Payment (and thus obtain Creator contain for Customer's Campaigns) on the Bee Service pursuant to this Agreement, such Customer must (i) access the Bee Business Site, (ii) register for and maintain during the Term an active personal user account for the Bee Service, which registration requires the entry of certain Proposed Creator personally identifiable information and a company credit card number, and (iii) confirm the social media account provided during the registration process ("Active Account"). Bee's collection and use of any personally identifiable information and credit card information to establish an Active Account shall be as set forth on Bee's Privacy Policy, as may be updated by Bee from time to time.

(b) Customer acknowledges that Customer may be suspended or banned from use of the Bee Service due to future or past violations of the End User Terms ("Violations"), and that Bee shall have no obligation or liability related to a Customer that is unable to obtain or maintain an Active Account for the purposes of Creator Payment hereunder due to Violations.

2.4 Account and Campaign Requirements

(a) To enable Creator Payment for a Campaign, Customer must provide Bee with (i) such Customer's Business name, (ii) the Active Customer Account holder's email address on the top level domain of Customer (e.g., dsmith@Customer.com), (iii) other identifying information about the Active Account holder as reasonably requested by Bee ("Linking Data"), and (iv) an active company credit card and specified Campaign dollar amount. Bee will use the Linking Data provided by Customer for the purpose of (x) authenticating the identified Campaign holder and linking such Campaign with the Creator Payment option to establish the Customer as the beneficiary of such Campaign, and (y) verifying the Creator Payment status and amount to such Creator from time to time during the Term. All Customers using Creator Payment will receive an email verifying the creation of their Active Customer Account, and each subsequent campaign. The dollar amount to be used in such Campaigns will be established through the Bee Service upon the establishment of each Campaign. Upon the linking of Creative Payment to an Active Customer Account, such Customer shall be charged up to, but not exceeding, the dollar amount specified upon the creation of the campaign. Upon the conclusion of the Campaign, any unused Campaign financing will be reimbursed to Customer.

(b) A Customer's personal account may not be unlinked from the Active Customer Account before the completion of the campaign. Customer is responsible for any and all Creator Payments acrued throughout the Term of a Campaign. Termination of Customer's account does not waive Customer of any Creator Payments, fees, taxes, or these Terms and Conditions.

2.5 Responsibility for User Activity.

Customer agrees that (a) Customer is responsible for all Creator Charges incurred by Creators via the Creator Payment option, regardless of whether such Creator Charge was authorized between Creator and Customer and (b) Creater Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms. Further, although Bee will withhold payment for any content deemed inappropriate before Creator Payment, Customer agrees that Bee shall not be responsible for Creator Charges already paid to Creator after Customer has attempted removal of such Creator or Content from the Service. Finally, as between Customer and Bee, Customer shall be responsible for the Creator Charges incurred due to fraudulent or other unpermitted activity on the part of Customer's Active Account, Campaign Creation, or Creator Payment for the Bee Service. Customer shall notify Bee promptly upon discovery of fraudulent or unpermitted activity occurring under Customer's Active Account or Campaigns.

2.6 Restrictions.

Customer agrees to use the Bee Service and Bee App solely as set forth in this Agreement and the End User Terms; provided, however, that in the event of a conflict between this Agreement and the End User terms with respect to Customer or any Creator employing Creator Payment with the Bee Service, the terms of this Agreement shall control. Bee reserves the right to suspend participation in Creator Payment to Customer for violations of this Agreement or the End User Terms. Customer is still responsible for any and all payments in the event of suspension. In the event that a Customer's Active Account is suspended or terminated pursuant to the End User Terms, such Customer's access to Customer Billing shall also be suspended. Customer shall not, and shall not authorize others to, (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Bee Service or Bee App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Bee Service or Bee App to any unaffiliated third party, (c) downcharge, decrease or otherwise modify the Creator Charges as calculated through the Bee App for any usage of the Bee Service (d) impose any additional fees or charges on a Creator's related to use of the Bee Service, (e) engage Creators for their services or Content outside of the Service, or (f) attempt to circumvent Bee's Service for personal gain. Bee reserves all rights not expressly granted to Customer or Creators under this Agreement.

3. ACCOUNT ADMINISTRATION

3.1 Customer Dashboard.

Customer shall be provided with access to Bee's browser-based online dashboard for "Bee for Business" customers ("Dashboard"). Bee's primary contact with Customer shall be by way of Customer's administrator set forth on the account creation form associated with this Agreement ("Administrator"). Bee will inform the Administrator of Dashboard login credentials. The Dashboard will enable Customer to (a) view current and past Campaigns (b) Campaign Content (c) Report Creator Content (d) view detailed Campaign information, which may include, without limitation, Creator name together with Content, payment amount, engagement, estimated reach, total posts, percent of budget remaining (e) manage and update the Customer Card on file, (f) review and manage payment statements, as applicable, (g) settle outstanding balances on the Customer account, and (h) view current, appoint new, and remove Administrators. Customer agrees to use Dashboard Data solely for legitimate business purposes. Bee reserves the right to add, remove and update features and functionality of the Dashboard at any time.

3.2 Administration.

Customer may appoint additional administrators at its discretion, and Bee will cooperate with Customer to inform new administrators of Dashboard login credentials. Customer agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit the lead Administrator and Customer's other authorized administrators to access the Dashboard, and (c) update all information of the lead Administrator and other authorized administrators to ensure that it is current, accurate, and complete. Customer shall limit access to Dashboard Data to only those Customer personnel who have a legitimate business need to access such Dashboard Data. Customer shall be responsible for all activity that occurs under its Dashboard login credentials.

3.3 Customer User Updates.

It is Customer's sole responsibility to keep and maintain copies of Content they wish to use. Bee is not responsible for the loss of any Content. Bee may review Content and analytics from time to time via the Dashboard to maintain and support the Bee App and Bee Service and ensure compliance with this Agreement.

PRIVACY AND DATA SECURITY

4.1 Definition.

"Personal Data" means any information Customer obtains from Bee in connection with this Agreement that can reasonably be used to identify an individual, including but not limited to Dashboard Data as defined in Section 3.1, or that may otherwise be considered "Personal Data" under the European Parliament and Council Data Protection Directive 95/46/EC. For the avoidance of doubt, Dashboard Data shall constitute "Personal Data," which is subject to Bee's Privacy Statement, as may be modified or updated by Bee from time to time.

4.2 Notice and Compensation.

Customer agrees to (i) notify each Creator of any use of Content outside of the Creator's original post, (ii) tag the Creator in any use of Content on any Social Media Site, and (iii) compensate creator for the additional use of content.

4.3 Restrictions.

Customer agrees that (a) any Personal data obtained from Bee shall be processed by Customer solely for legitimate business purposes and to be retained only so long as necessary, (b) access to Personal Data will be limited to Customer's employees who have a legitimate business need to access such Personal Data, and (c) Customer will not disclose Personal Data to any third party, including vendors, unless expressly authorized in writing by Bee. Customer agrees to hold employees accountable for violations of this Agreement, including imposing sanctions, and where appropriate, terminating contracts and employment. Personal Data will at all times remain the property of Bee. Customer shall not rent or sell Personal Data for any purpose. Customer shall not use Personal Data in any way that harms Bee or that benefits a competitor of Bee.

4.4 Security.

Customer agrees to implement appropriate legal, technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure, as well as any breach or attempted breach of Customer security measures ("Information Security Incident"). Customer shall promptly notify Bee in the event that Customer learns or has reason to believe that an Information Security Incident has occurred including at least: (1) the nature of the breach of security measures; (2) the types of potentially compromised Personal Data; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Customer will (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Bee with assurances reasonably satisfactory to Bee that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Breach occurs as a result of an act or omission of Customer, and if Bee determines that notices (whether in Bee's or Customer's name) or other remedial measures are warranted, Customer will, at Bee's request and at Customer's cost and expense, undertake the aforementioned remedial actions.

4.5 Standard Contractual Clauses.

To the extent this Agreement involves Personal Data of residents of jurisdictions outside the United States, Customer agrees that the Standard Contractual Clauses, included in this Agreement as Exhibit A, shall apply.

5. FEES AND PAYMENTS

5.1 Fees.

In consideration of Bee's provision of the Bee Services and Creator Payment as set forth herein, Customer shall pay to Bee all Creators Charges and any applicable Services Fees Bee may charge for certain functionality and features (collectively, the "Fees") on the terms set forth below.

5.2 Payment Terms.

Subject to terms and conditions determined by Bee in its sole discretion, Customer may qualify to receive monthly statements (each, a "Monthly Statement") for Fees incurred by Creators utilizing Creator Payment during the preceding month ("Monthly Billing"). If Customer qualifies for, and elects to participate in, Monthly Billing through the Dashboard, Fees shall be billed to Customer monthly as set forth in an applicable Monthly Statement, and each such Monthly Statement shall be payable in full by Customer within thirty (30) days of receipt of such Monthly Statement. If Customer is not participating in Monthly Billing, Bee shall utilizing Creator Payment to charge the Customer Card for Fees three (3) days after the Creator's posting of the Content through the Service. Unless otherwise indicated on a Customer User receipt, all Fees are exclusive of applicable taxes, and Customer agrees to be responsible for the payment of any such taxes assessed on Fees, including, but not limited to, all sales, use, VAT or similar taxes, except for taxes based on Bee's income. All payments are nonrefundable except as may be expressly provided otherwise herein.

5.3 Nonpayment.

Bee reserves the right to immediately charge the Customer Card in the event that any Monthly Statement has not been paid as of the applicable due date. Bee reserves the right to immediately suspend Customer's account and remove any or all Content as well as revoke any licensing applicable to Bee's Creator [User] Generated Content in the event of any unpaid Fees by Customer due to past due Monthly Statements (as applicable), an invalid credit Customer Card on the Customer account, or a rejected Customer Card transaction. Bee further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Customer to applicable credit reporting agencies, in the event of any unpaid Fees hereunder. Reestablishing a Customer account after full payment of late Fees shall be at Bee 's sole discretion. All late payments shall bear interest at 3% per month or the maximum allowed by applicable law, if less than 3%.

6. TERM AND TERMINATION

6.1 Term.

This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the "Term").

6.2 Termination.

Either party may terminate this Agreement with or without cause upon five (5) days' advance written notice to the other party. All outstanding payment obligations and Sections 4-10 of these Terms shall survive the termination of this Agreement.

7. WARRANTY AND DISCLAIMER OF LIABILITY

7.1 Mutual Warranties.

Each party represents and warrants that: (a) such party has the full right, power and authority to enter into this Agreement; and (b) such party's acceptance of this Agreement, as well as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party.

7.2 Customer Warranties.

Customer represents and warrants that: (a) Customer has all rights and permissions necessary to provide Bee with the Linking Data, Campaign data, payment information and any other information provided to Bee hereunder in connection with the Bee Service and Customer Billing; (b) Customer has obtained legally-adequate consent as necessary to provide Bee with any personally identifiable information in connection with the Bee Service and Creator Payment, (c) Customer is in compliance, and shall remain in compliance during the term of the Agreement, with all applicable local, city, state, federal, national, and international laws, rules and regulations relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security.

7.3 Disclaimer of Warranties.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, BEE PROVIDES THE BEE SERVICE AND BEE APP "AS IS" AND WITHOUT WARRANTY. BEE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE BEE SERVICE AND BEE APP WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE BEE SERVICE OR BEE APP WILL BE UNINTERRUPTED OR ERROR FREE. BEE HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE BEE SERVICE OR THE BEE APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATIONS OF LIABILITY

OTHER THAN WITH RESPECT TO A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL BEE OR CUSTOMER BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF BEE OR CUSTOMER (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING THE GREATER OF (X) ONE MILLION DOLLARS ($1,000,000), AND (Y) THE TOTAL FEES PAYABLE BY COMPANY TO BEE HEREUNDER..

9. PROPRIETARY RIGHTS.

9.0 Content.

Both Bee and it's Creators [users] may use or reference the Customer's name, logo, trademarks or service marks in any Content posted on or through Bee on behalf of Customer. This includes, but is not limited to, posts for any Campaign, brand, or product related to Customer.

9.1 No Publicity.
9.2 Ownership.

Bee and its affiliates are and shall remain the owners of all right, title and interest in and to the Bee Service, Bee App, and Dashboard Data including any updates, enhancements and new versions thereof, and all related documentation and materials provided or available to Customer or any Creator in connection with this Agreement.

10. GENERAL CONDITIONS

10.1 Governing Law.

This Agreement shall in all respects be interpreted, construed in accordance with, and governed by the internal laws of the State of California, without regard to its principles regarding conflict of laws. In the event of any litigation between the parties related to this Agreement, the parties agree to submit to personal and exclusive jurisdiction for such action in the State Courts for the County of Los Angeles, California or the United States District Court for the Central District of California.

10.2 Notices.

Any notice required or permitted to be delivered to Customer by this Agreement shall be posted to the Customer's Dashboard.

10.3 Force Majeure.

Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.

10.4 Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.5 Assignment.

This Agreement is not transferable and may not be assigned by Customer, in whole or in part, without the prior written consent of Bee, provided that Customer may assign this Agreement without such consent, but with notice to Bee, in connection with a merger or a sale of all of the equity or assets of Customer. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.

10.6 Attorney's Fees.

In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing this Agreement.

10.7 Headings.

Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

10.8 Independent Contractor.

Bee and Customer are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. Customer hereby represents that the individual clicking to accept this Agreement is authorized by Customer to bind, and does hereby bind, Customer to the terms hereof.

Definitions

For the purposes of the clauses: a) "personal data", "special categories of data/sensitive data", "process/processing", "controller", "processor", "data subject" and "supervisory authority/authority" shall have the same meaning as in Directive 95/46/EC of 24 October 1995 (whereby "the authority" shall mean the competent data protection authority in the territory in which the data exporter is established); b) "the data exporter" shall mean the controller who transfers the personal data; c) "the data importer" shall mean the controller who agrees to receive from the data exporter personal data for further processing in accordance with the terms of these clauses and who is not subject to a third country's system ensuring adequate protection; d) "clauses" shall mean these contractual clauses, which are a free-standing document that does not incorporate commercial business terms established by the parties under separate commercial arrangements. The details of the transfer (as well as the personal data covered) are specified in Annex B, which forms an integral part of the clauses.

I. Obligations of the data exporter

The data exporter warrants and undertakes that: a) The personal data have been collected, processed and transferred in accordance with the laws applicable to the data exporter. b) It has used reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses. c) It will provide the data importer, when so requested, with copies of relevant data protection laws or references to them (where relevant, and not including legal advice) of the country in which the data exporter is established. d) It will respond to enquiries from data subjects and the authority concerning processing of the personal data by the data importer, unless the parties have agreed that the data importer will so respond, in which case the data exporter will still respond to the extent reasonably possible and with the information reasonably available to it if the data importer is unwilling or unable to respond. Responses will be made within a reasonable time. e) It will make available, upon request, a copy of the clauses to data subjects who are third party beneficiaries under clause III, unless the clauses contain confidential information, in which case it may remove such information. Where information is removed, the data exporter shall inform data subjects in writing of the reason for removal and of their right to draw the removal to the attention of the authority. However, the data exporter shall abide by a decision of the authority regarding access to the full text of the clauses by data subjects, as long as data subjects have agreed to respect the confidentiality of the confidential information removed. The data exporter shall also provide a copy of the clauses to the authority where required.

II. Obligations of the data importer

The data importer warrants and undertakes that: a) It will have in place appropriate technical and organisational measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. b) It will have in place procedures so that any third party it authorises to have access to the personal data, including processors, will respect and maintain the confidentiality and security of the personal data. Any person acting under the authority of the data importer, including a data processor, shall be obligated to process the personal data only on instructions from the data importer. This provision does not apply to persons authorised or required by law or regulation to have access to the personal data. c) It has no reason to believe, at the time of entering into these clauses, in the existence of any local laws that would have a substantial adverse effect on the guarantees provided for under these clauses, and it will inform the data exporter (which will pass such notification on to the authority where required) if it becomes aware of any such laws. d) It will process the personal data for purposes described in Annex B, and has the legal authority to give the warranties and fulfil the undertakings set out in these clauses. e) It will identify to the data exporter a contact point within its organisation authorised to respond to enquiries concerning processing of the personal data, and will cooperate in good faith with the data exporter, the data subject and the authority concerning all such enquiries within a reasonable time. In case of legal dissolution of the data exporter, or if the parties have so agreed, the data importer will assume responsibility for compliance with the provisions of clause I(e). f) At the request of the data exporter, it will provide the data exporter with evidence of financial resources sufficient to fulfil its responsibilities under clause III (which may include insurance coverage). g) Upon reasonable request of the data exporter, it will submit its data processing facilities, data files and documentation needed for processing to reviewing, auditing and/or certifying by the data exporter (or any independent or impartial inspection agents or auditors, selected by the data exporter and not reasonably objected to by the data importer) to ascertain compliance with the warranties and undertakings in these clauses, with reasonable notice and during regular business hours. The request will be subject to any necessary consent or approval from a regulatory or supervisory authority within the country of the data importer, which consent or approval the data importer will attempt to obtain in a timely fashion. h) It will process the personal data, at its option, in accordance with: i. the data protection laws of the country in which the data exporter is established, or ii. the relevant provisions of any Commission decision pursuant to Article 25(6) of Directive 95/46/EC, where the data importer complies with the relevant provisions of such an authorisation or decision and is based in a country to which such an authorisation or decision pertains, but is not covered by such authorisation or decision for the purposes of the transfer(s) of the personal data, or iii. the data processing principles set forth in Annex A. i) It will not disclose or transfer the personal data to a third party data controller located outside the European Economic Area (EEA) unless it notifies the data exporter about the transfer and i. the third party data controller processes the personal data in accordance with a Commission decision finding that a third country provides adequate protection, or ii. the third party data controller becomes a signatory to these clauses or another data transfer agreement approved by a competent authority in the EU, or iii. data subjects have been given the opportunity to object, after having been informed of the purposes of the transfer, the categories of recipients and the fact that the countries to which data is exported may have different data protection standards, or iv. with regard to onward transfers of sensitive data, data subjects have given their unambiguous consent to the onward transfer

III. Liability and third party rights

a) Each party shall be liable to the other parties for damages it causes by any breach of these clauses. Liability as between the parties is limited to actual damage suffered. Punitive damages (i.e. damages intended to punish a party for its outrageous conduct) are specifically excluded. Each party shall be liable to data subjects for damages it causes by any breach of third party rights under these clauses. This does not affect the liability of the data exporter under its data protection law. b) The parties agree that a data subject shall have the right to enforce as a third party beneficiary this clause and clauses I(b), I(d), I(e), II(a), II(c), II(d), II(e), II(h), II(i), III(a), V, VI(d) and VII against the data importer or the data exporter, for their respective breach of their contractual obligations, with regard to his personal data, and accept jurisdiction for this purpose in the data exporter's country of establishment. In cases involving allegations of breach by the data importer, the data subject must first request the data exporter to take appropriate action to enforce his rights against the data importer; if the data exporter does not take such action within a reasonable period (which under normal circumstances would be one month), the data subject may then enforce his rights against the data importer directly. A data subject is entitled to proceed directly against a data exporter that has failed to use reasonable efforts to determine that the data importer is able to satisfy its legal obligations under these clauses (the data exporter shall have the burden to prove that it took reasonable efforts).

IV. Law applicable to the clauses

These clauses shall be governed by the law of the country in which the data exporter is established, with the exception of the laws and regulations relating to processing of the personal data by the data importer under clause II(h), which shall apply only if so selected by the data importer under that clause.

V. Resolution of disputes with data subjects or the authority

a) In the event of a dispute or claim brought by a data subject or the authority concerning the processing of the personal data against either or both of the parties, the parties will inform each other about any such disputes or claims, and will cooperate with a view to settling them amicably in a timely fashion. b) The parties agree to respond to any generally available non-binding mediation procedure initiated by a data subject or by the authority. If they do participate in the proceedings, the parties may elect to do so remotely (such as by telephone or other electronic means). The parties also agree to consider participating in any other arbitration, mediation or other dispute resolution proceedings developed for data protection disputes. c) Each party shall abide by a decision of a competent court of the data exporter's country of establishment or of the authority which is final and against which no further appeal is possible.

VI. Termination

a) In the event that the data importer is in breach of its obligations under these clauses, then the data exporter may temporarily suspend the transfer of personal data to the data importer until the breach is repaired or the contract is terminated. b) In the event that: i. the transfer of personal data to the data importer has been temporarily suspended by the data exporter for longer than one month pursuant to paragraph (a); ii. compliance by the data importer with these clauses would put it in breach of its legal or regulatory obligations in the country of import; iii. the data importer is in substantial or persistent breach of any warranties or undertakings given by it under these clauses; iv. a final decision against which no further appeal is possible of a competent court of the data exporter's country of establishment or of the authority rules that there has been a breach of the clauses by the data importer or the data exporter; or v. a petition is presented for the administration or winding up of the data importer, whether in its personal or business capacity, which petition is not dismissed within the applicable period for such dismissal under applicable law; a winding up order is made; a receiver is appointed over any of its assets; a trustee in bankruptcy is appointed, if the data importer is an individual; a company voluntary arrangement is commenced by it; or any equivalent event in any jurisdiction occurs then the data exporter, without prejudice to any other rights which it may have against the data importer, shall be entitled to terminate these clauses, in which case the authority shall be informed where required. In cases covered by (i), (ii), or (iv) above the data importer may also terminate these clauses. c) Either party may terminate these clauses if (i) any Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC (or any superseding text) is issued in relation to the country (or a sector thereof) to which the data is transferred and processed by the data importer, or (ii) Directive 95/46/EC (or any superseding text) becomes directly applicable in such country. d) The parties agree that the termination of these clauses at any time, in any circumstances and for whatever reason (except for termination under clause VI(c)) does not exempt them from the obligations and/or conditions under the clauses as regards the processing of the personal data transferred.

VII. Variation of these clauses

The parties may not modify these clauses except to update any information in Annex B, in which case they will inform the authority where required. This does not preclude the parties from adding additional commercial clauses where required.

VIII. Description of the Transfer

The details of the transfer and of the personal data are specified in Annex B. The parties agree that Annex B may contain confidential business information which they will not disclose to third parties, except as required by law or in response to a competent regulatory or government agency, or as required under clause I(e). The parties may execute additional annexes to cover additional transfers, which will be submitted to the authority where required. Annex B may, in the alternative, be drafted to cover multiple transfers.

ANNEX A

DATA PROCESSING PRINCIPLES

1. Purpose limitation: Personal data may be processed and subsequently used or further communicated only for purposes described in Annex B or subsequently authorised by the data subject. 2. Data quality and proportionality: Personal data must be accurate and, where necessary, kept up to date. The personal data must be adequate, relevant and not excessive in relation to the purposes for which they are transferred and further processed. 3. Transparency: Data subjects must be provided with information necessary to ensure fair processing (such as information about the purposes of processing and about the transfer), unless such information has already been given by the data exporter. 4. Security and confidentiality: Technical and organisational security measures must be taken by the data controller that are appropriate to the risks, such as against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, presented by the processing. Any person acting under the authority of the data controller, including a processor, must not process the data except on instructions from the data controller. 5. Rights of access, rectification, deletion and objection: As provided in Article 12 of Directive 95/46/EC, data subjects must, whether directly or via a third party, be provided with the personal information about them that an organisation holds, except for requests which are manifestly abusive, based on unreasonable intervals or their number or repetitive or systematic nature, or for which access need not be granted under the law of the country of the data exporter. Provided that the authority has given its prior approval, access need also not be granted when doing so would be likely to seriously harm the interests of the data importer or other organisations dealing with the data importer and such interests are not overridden by the interests for fundamental rights and freedoms of the data subject. The sources of the personal data need not be identified when this is not possible by reasonable efforts, or where the rights of persons other than the individual would be violated. Data subjects must be able to have the personal information about them rectified, amended, or deleted where it is inaccurate or processed against these principles. If there are compelling grounds to doubt the legitimacy of the request, the organisation may require further justifications before proceeding to rectification, amendment or deletion. Notification of any rectification, amendment or deletion to third parties to whom the data have been disclosed need not be made when this involves a disproportionate effort. A data subject must also be able to object to the processing of the personal data relating to him if there are compelling legitimate grounds relating to his particular situation. The burden of proof for any refusal rests on the data importer, and the data subject may always challenge a refusal before the authority. 6. Sensitive data: The data importer shall take such additional measures (e.g. relating to security) as are necessary to protect such sensitive data in accordance with its obligations under clause II. 7. Data used for marketing purposes: Where data are processed for the purposes of direct marketing, effective procedures should exist allowing the data subject at any time to "opt-out" from having his data used for such purposes. 8. Automated decisions: For purposes hereof "automated decision" shall mean a decision by the data exporter or the data importer which produces legal effects concerning a data subject or significantly affects a data subject and which is based solely on automated processing of personal data intended to evaluate certain personal aspects relating to him, such as his performance at work, creditworthiness, reliability, conduct, etc. The data importer shall not make any automated decisions concerning data subjects, except when: a) i. such decisions are made by the data importer in entering into or performing a contract with the data subject, and ii. the data subject is given an opportunity to discuss the results of a relevant automated decision with a representative of the parties making such decision or otherwise to make representations to that parties. or b) where otherwise provided by the law of the data exporter.

ANNEX B

DESCRIPTION OF THE TRANSFER

Data subjects

The personal data transferred concern the following categories of data subjects:

Past, present and prospective employees and partners, contractors, subcontractors and agents.

Purposes of the transfer(s)

The transfer is made for the following purposes:

The data will enable Data Importer view detailed trip information, which may include, without limitation, Customer User name together with detailed trip information, including request time and date, drop-off time and date, pick-up and drop-off address, trip route, distance, duration, fare amount, service type, trip ID, expense memo ("Dashboard Data") and prepare and review activity reports using such Dashboard Data.

Categories of data

The personal data transferred concern the following categories of data:

All data provided by Account Holders to Bee and to data created by Bee. The data subjects' personal data transferred may concern detailed trip information, including request time and date, drop-off time and date, pick-up and drop-off address, trip route, distance, duration, fare amount, service type, trip ID, expense memo.

Recipients

The personal data transferred may be disclosed only to the following recipients or categories of recipients:

The personal data transferred may be disclosed only to the following recipients or categories of recipients: Data Importer's personnel who have a legitimate business purpose access the personal data, including personnel involved in: Travel and Expense services and management, Finance, Audit, Human Resources, Legal, Ethics and Compliance, and supervisors of the employees using the Bee for Business Service.

Sensitive data (if appropriate)

The personal data transferred concern the following categories of sensitive data:

Not applicable.