Byt, Inc. and its affiliates (collectively “Byt,” “we” or “our”) provide URL shortening, custom-branded link, link management, link-in-bio, QR code and analytics products and services to our users (collectively, the “Byt Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the Byt Services and constitute a binding legal agreement between you and Byt. If you accept this Agreement or use the Byt Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” “your” or “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of the Byt Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, your use of the Byt Services is governed by the Byt Privacy Policy, the Byt Acceptable Use Policy and Byt’s DMCA Copyright Policy.
YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A BYT ACCOUNT (“ACCOUNT”), PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE BYT SERVICES AND APPLICATION PROGRAM INTERFACES (“API”), YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE BYT ACCEPTABLE USE POLICY. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE BYT SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN SECTION 12.1 BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. SCOPE & MODIFICATIONS
1.1 Modifications. Byt reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify this Agreement, we will post the modification on our site and update the “Last Updated” date at the top of the Terms of Use or provide you with notice of the modification in the Byt platform. Any change to this Agreement will be effective as of the Last Updated Date in at the top of this page. By continuing to access or use the Byt Services after the Last Updated Date, you are indicating that you agree to be bound by the modified Agreement. You agree that it is your responsibility to check this Agreement periodically for changes and that your use of the Byt Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Byt Services.
1.2 Service Changes. Byt may add, remove, suspend, discontinue, modify or update the Byt Services at any time, at its discretion. After the effective date of such a change, Byt shall bear no obligation to run, provide or support legacy versions of any affected Byt Services.
1.3 Customer Support. Byt provides a help center for all users. More details about additional support services can be found in the help center which is accessible through the platform.
2. PAID ACCOUNTS
2.1 Fees. Byt offers fee-based Byt Services that provide additional features and functionality. If you sign up for a paid account, you agree to pay Byt all applicable fees for the tier of Byt Services according to your selection. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.
2.2 Subscription Period. Paid account plans will be charged the rate stated at the time of initial purchase on a recurring basis corresponding to the term of your subscription until you cancel. Fees are subject to change and Byt will notify you of any pricing change prior to processing your next recurring charge. You may cancel your paid account subscription at any time, however, unless required by law, no refunds or credits will be provided for any early termination or for any non-use of the Byt Services. Byt reserves the right to update, change, modify or terminate your subscription benefits at any time in its sole discretion.
2.3 Payment. You will pay Byt on the payment interval selected. If not otherwise specified, payments will be due immediately. You authorize Byt to charge you for all applicable fees on a recurring basis using your selected payment method through Byt’s online payments platform. By providing a saved payment method (“Payment Method”) in your account, you expressly acknowledge and authorize Byt (or our third party online payment processor) to charge you on a recurring basis corresponding to the term of your subscription unless you cancel your paid account subscription. You are responsible for any and all fees charged to your Payment Method. You will provide complete and accurate billing and contact information to Byt. Byt may make changes to the offered Payment Method from time to time. It is your responsibility to update your payment information if necessary due to such changes. Byt may suspend, downgrade or terminate the Services if Fees are past due. Unpaid Fees are subject to a finance charge of one percent (1.5%) per month (18% per annum), or the maximum permitted by law, whichever is lower. In addition, Byt will be entitled to recover its expenses for collection, including reasonable attorneys’ fees. Failure to pay Fees or Renewal Fees when due may lead to termination, cancellation or suspension of Services. FOR THE AVOIDANCE OF DOUBT, BYT MAY SUBMIT PERIODIC CHARGES CORRESPONDING TO THE TERM OF YOUR SELECTED SUBSCRIPTION WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU AFFIRMATIVELY CANCEL YOUR SUBSCRIPTION SERVICES OR NOTIFY BYT THAT YOU WISH TO CHANGE YOUR PAYMENT METHOD INFORMATION.
2.4 Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, “Taxes”), and you are responsible for all Taxes resulting from this Agreement or your use of the Byt Services. Byt will invoice you for Taxes when required to do so by applicable law, and you agree to provide payment under the terms of the invoice. In the event you are required by law to deduct and withhold any Taxes on amounts payable under this Agreement, any amounts required to be withheld will be promptly deducted and timely remitted by you on behalf of Byt to the appropriate taxation authority and you agree that you will provide Byt with copies of all necessary documents (including but not limited to tax receipts received from the applicable tax authority) in order for Byt to claim and receive a foreign tax credit in an amount corresponding to the amount withheld by you.
3. USE OF SERVICES
3.1 Use of Byt Services. Subject to the terms and conditions of this Agreement and payment of all Fees due hereunder, Byt grants you a non-exclusive, non-transferable, limited right to access and use the Byt Services in accordance with our Acceptable Use Policy. For the avoidance of any doubt, you agree that you will not access the Byt Services for competitive purposes or if you are a competitor of Byt.
3.2 Access Credentials. Byt shall provide you with non-transferable access credentials for the Byt Services. You will not share access credentials or exceed the user limitations of the service tier you have purchased. You will not (i) misrepresent or mask identities when using the Byt Services or seeking access credentials; (ii) select or use as a username or custom domain a name subject to any rights of a person or entity or any third party other than you without appropriate authorization; (iii) select or use, as your username or custom domain, a name that is otherwise offensive, vulgar or obscene or otherwise would violate our Acceptable Use Policy; or (iv) exceed any access permitted by Byt. You will safeguard all access credentials provided by Byt and shall ensure the confidentiality and security thereof. If you are a corporate entity rather than an individual (A) only your employees and authorized contractors (“Personnel”) may use the Byt Services; (B) you will require your Personnel to comply with all Laws (as defined below) and the use restrictions (including user seat restrictions) set out in the Agreement; (C) you will not share access credentials or exceed the user limitations of your service tier; and (D) you acknowledge that you will be fully responsible for any acts or omissions of your Personnel, whether authorized or unauthorized. Byt may update, refresh or change the manner of accessing the Byt Services at its discretion.
3.3 Compliance Monitoring. Byt may monitor your use of the Byt Services for compliance with the Agreement, and to ensure compliance with our Acceptable Use Policy. If Byt observes usage of the Byt Services that it believes are not in compliance with the Agreement, Byt may (i) remove or disable any linked, codes, or other Byt Services that are suspected of violating our Acceptable Use Policy or this Agreement. Byt reserves the right to suspend your use of the Byt Services without notice in the event that we believe, in good faith, the security of your Byt account has been compromised or your Byt account is being used for an unlawful purpose or any purposes that violates our Acceptable Use policy. Byt reserves the right to suspend your access to the Services or terminate this Agreement without notice for violation of the Agreement.
4. YOUR SERVICES AND CONTENT
4.1 Your Service. Byt shall have no liability for any of your products, content or services (“Your Services”) accessed through or making use of the Byt Services, or the use thereof by any end user or any of your or your affiliates’ customers, employees, officers, directors, agents, contractors, consultants, affiliates, or other representatives. You will not use the Byt Services in any manner implying any partnership with, sponsorship by, or endorsement of Your Services by Byt. You will not suggest or imply that Byt is the author of or otherwise responsible for the views or content of Your Services. The Byt Services shall not be used in connection with any Prohibited Content (defined in Section 5 below), or any activities where the use or failure of the Byt Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on Byt in any manner.
4.2 Your Content. You hereby grant to Byt an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by You to Byt (“Customer Content”) in connection with the provision, operation and promotion of the Byt Services and for other business purposes, including of Byt’s group companies.
4.2.1. You are solely responsible for the content that you upload through Byt Service, or transmit to or share with other users (collectively the “Customer Content”). You may not upload, transmit, or share Customer Content using the Byt Service that you did not create or that you do not otherwise have permission to use. Byt does not assert any ownership over Customer Content or other intellectual proprietary rights associated with your Customer Content. Byt’s collection, use and sharing of personal information Byt receives from you or third parties (including social media networks) is described in Byt’s Privacy Policy.
4.2.2. As stated in our Privacy Policy, where permitted by law, if you register a Byt Account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your Account with our sales team and the business, including our group companies, to explore the business’ interest in creating or managing an enterprise account, provide information on other services you might be interested in, or for related purposes.
5. INTELLECTUAL PROPERTY
5.1 Ownership. Except for Your Content and Your Services, you acknowledge and agree that Byt is the sole and exclusive owner of all right, title and interest in and to the Byt Services and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“Byt Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of any Byt Materials. Except for the limited license rights expressly granted herein, no rights to Byt Materials are granted hereunder and all rights in such Byt Materials are reserved.
5.2 Feedback. If you provide feedback, request features, changes or tools, or otherwise provide comments relating to the Service or provide suggestions or ideas for improving the Service (“Feedback”), such Feedback will be fully assigned to Byt without any obligation for separate compensation, and Byt shall own all rights, title and interest to the Feedback and may, in its own discretion, elect to incorporate the Feedback into its Services.
5.3 General Restrictions. You and your Personnel will not, and will not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than Byt or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the Byt Services (including to benchmark the Byt Services against any competing services); (ii) use, modify, display, perform, copy, disclose or create derivative works of the Byt Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the Byt Services, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the Byt Services to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, phishing, spam, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights or any other use or content that violates our Acceptable Use Policy (collectively “Prohibited Content”) through the Byt Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the Byt Services or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the Byt Services. Notwithstanding anything to the contrary herein, Byt may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if you breach or threaten to breach the restrictions in this Section or create other security or legal concerns. You agree that, in addition to any other remedies available to Byt at law or in equity, Byt will be entitled to seek injunctive relief to prevent the breach or threatened breach of your obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
5.4 Technical Restrictions. You will not exceed the number and/or frequency of API calls, or other access to or use of Byt Services in violation of the terms of your tier of Service. If Byt believes that you have attempted to exceed or circumvent these limitations, Byt may suspend or block your access to the Byt Services. Byt may monitor your use of the Byt Services, including to ensure your compliance with this Agreement.
6. TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the date the You accept this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect until terminated in accordance with this Section; provided, however, that if you purchased a paid account, the agreement will continue for the duration of the Term selected by You, unless otherwise terminated as permitted herein (the “Initial Term”). If your paid account is set to automatically renew, your account will thereafter automatically renew for additional terms of the same length as the Initial Term, or to the extent a shorter renewal term is required by law, the maximum renewal term permitted by law (“Renewal Term”), subject to your cancellation prior to the next billing cycle by canceling your subscription in your account in accordance with Section 6.2 below. (“Term” shall include both the Initial Term and any Renewal Term(s)).
6.2 Right to Terminate. During the Term, You may terminate this Agreement at any time as set forth in Section 2 above, however, You shall not receive a refund or reimbursement of any fees paid for the then-current billing cycle or any prior billing cycles. Upon expiration or termination of this Agreement, all applicable rights and access granted to You hereunder will automatically terminate and you and your Personnel will cease any further use of the Byt Services and return, or, if directed by Byt, destroy all Confidential Information (defined below) of Byt. Any Section of this Agreement which by its nature would survive such expiration or termination shall survive.
6.3 Termination Rights for Personal Use Customers in Germany (Consumers). Please refer to section 14.
7. CONFIDENTIALITY
Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Byt’s Confidential Information includes non-public information regarding features, functionality and performance of the Service and all pages and materials on the Byt website that are accessible only after logging in. Your Confidential Information is limited to non-public data provided by you to Byt in writing to enable the provision of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law. The parties hereby agree that breach of this Section 7 may cause irreparable harm to the Disclosing Party, and that the Disclosing Party will be entitled, in addition to any other remedies available to it at law or in equity, to seek injunctive relief to prevent such breach (or threatened breach) without any requirement to post a bond.
8. DATA PROTECTION
8.1 Data Privacy. You expressly acknowledge and agree that it is your responsibility to comply with any and all privacy and data protection laws (including but not limited to the EU General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), California Privacy Rights Act (CPRA), Colorado Privacy Act (CoPA), and any other privacy laws that may come into effect from time to time, regulations and terms applicable to any personal data provided by you for the purposes of the Service regardless of the country/state in which you are based. The above mentioned includes, but is not limited to, complying with the terms and restrictions related to your use of customer/contact databases and complying with any applicable privacy policies and cookie policies.
8.2 Data Processing. In the event that Byt processes Personal Data as a processor on your behalf and applicable law requires parties to put in place a data processing agreement (DPA) to govern such data processing, the DPA attached to these Terms of Service as Appendix A shall apply. In this case, the DPA set forth in Appendix A shall be incorporated into this Agreement and form an integral part of this Agreement.
8.3 Privacy. Byt may collect and process Personal Data regarding you and/or your personnel and/or other representatives in connection with the Service. Such processing is described in Byt’s Privacy Policy. Byt may share such information with its partners, vendors and service providers, including without limitation in order to provide research, analytics, support, security, fraud prevention, spam prevention, advertising, and/or email marketing, to complete transactions or to ensure compliance with this Agreement. You consent to such collection, use, processing and sharing of Your Information in accordance with the terms of our privacy policy and applicable laws.
9. REPRESENTATIONS AND WARRANTIES
9.1 Content Warranties. You represent and warrant that Your Content and all information you provide in connection with the Services, and the receipt, collection, use and provision thereof: (i) shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) is in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii) has all necessary consents, approvals or other authorizations or permissions for use, and is in compliance with applicable privacy policies and third-party terms and conditions; and (v) does NOT contain any personally identifiable information or persistent identifiers from individuals under the age of 16.
9.2 Further Warranties. You further represent and warrant that (i) you have implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the Byt Services, Your Content and Your Services; (ii) you will not do anything that will make the Byt Services subject to any open source or similar license which creates an obligation to grant any rights in the Byt Services; (iii) you will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the Byt Services; (iv) in the event of any security breach or unauthorized access to any Byt Services, Your Content and/or Your Services, you will immediately investigate such breach and notify Byt in writing, and, unless otherwise notified by Byt, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of Byt, all at your cost; and (v) you, your use of the Byt Services, Your Content and Your Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.
9.3 DISCLAIMERS. Byt SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Byt DOES NOT WARRANT THAT: (I) THE Byt SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS OR THE Byt SERVICES WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE Byt SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE Byt SERVICES WILL MEET YOUR REQUIREMENTS OR ANY OF YOUR OR YOUR USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE Byt SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. YOUR USE OF THE Byt SERVICES IS SOLELY AT YOUR OWN RISK. FURTHER, Byt MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT YOUR USE OF THE Byt SERVICES COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND YOU SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. Byt SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS).
10. INDEMNIFICATION
Indemnity. You will defend, indemnify and hold harmless Byt, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns (“Byt Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys’ fees and expenses) incurred by Byt Indemnitees arising out of or directly or indirectly related to (a) Your Content, Your Services; (b) Your breach of Section 5.3 or any violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Your Content, Your Services, or the combination of the Byt Services with any product, service or other material not provided by Byt. Byt shall promptly notify you of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate your indemnification obligations unless you are materially prejudiced thereby. You will have sole control over the defense of any claim under this Section, except that Byt may approve any counsel used by you, and that Byt may participate in the defense, at its own cost and expense. All settlements of indemnification claims require the prior consent of Byt.
11. LIMITATION OF LIABILITY
11.1 LIABILITY LIMITATION. IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE Byt SERVICES OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO: (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE Byt SERVICES; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY OF YOUR CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE Byt SERVICES; (V) YOUR FAILURE TO PROVIDE Byt WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (VII) YOUR FAILURE TO ACCESS THE Byt SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY YOU.
11.2 WITH THE EXCEPTION OF YOUR OBLIGATIONS UNDER SECTION 10, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WHETHER ARISING OUT OF OR IN CONNECTION WITH BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY MAY NOT IN ANY CALENDAR YEAR STARTING FROM THE EFFECTIVE DATE OF ANY ORDER FORM OR FROM FIRST USE OF THE SERVICE, WHICHEVER IS EARLIER, EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY Byt FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
12. GOVERNING LAW, VENUE & DISPUTES
12.1 For US and non-EU Customers:
12.1.1 This Agreement and the transactions contemplated hereby will be governed by and construed under the Federal Arbitration Act and the laws of the State of New York without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. To the extent any dispute between us is not subject to arbitration as set forth herein, the parties agree to the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan in the City of New York for resolution of such dispute.
12.1.2 Limitation for Bringing Claims. To the fullest extent permitted by law, you agree that any claim or cause of action you may have arising out of, related to or connected with the use of the Byt Services or this Agreement must be filed within one (1) year after such claim of action arose or be forever banned.
12.1.3 Arbitration of Disputes; Class Action Waiver. All disputes, claims or controversies arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) shall be finally resolved in arbitration under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the ICC Rules. In an arbitration, an arbitrator decides any Disputes, and neither of us will have the right to bring a lawsuit in court or to have a judge or jury decide any Dispute. Each of us further agrees that any dispute over the scope of this arbitration provision, and any dispute as to whether a claim is subject to arbitration, shall be submitted to the arbitrator for decision.
If an in-person arbitration hearing is required, the venue for such hearing shall be (i) in the Borough of Manhattan in the City of New York, or, (ii) if you are an individual consumer, then at your option either in the Borough of Manhattan in the City of New York, or in the “metropolitan statistical area” (as defined by the U.S. Census Bureau) where you reside at the time the dispute is submitted to arbitration.
The foregoing notwithstanding, if you are an individual consumer then you and we both retain the right to seek relief in small claims court for any Dispute falling within the scope of such court’s jurisdiction.
In addition, we each agree that any Disputes will be adjudicated on an individual basis, and each of us waives the right to participate in a class action, collective or other joint or consolidated action with respect to any Disputes. This arbitration and class action waiver provision shall survive termination of this Agreement.
12.2 For EU Customers:
12.2.1 This Agreement and the transactions contemplated hereby will be governed by and construed under the laws of Germany without regard to its conflict of laws provisions and to the exclusion of CISG.
12.2.2 Except to the extent set out in the clause below, you and we agree to submit to the exclusive jurisdiction of the German courts in respect of any dispute or claim that arises out of or in connection with this Agreement. In such cases, you and we agree to submit to the personal jurisdiction of the courts of Berlin, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to the venue of such courts.
12.2.3 Mandatory Arbitration of Disputes. We each agree that any Disputes will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. All disputes arising out of or in connection with the Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the ICC said Rules. The venue for such proceedings shall be in Berlin, Germany.
12.2.4 The European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr/. We are not obliged and will not participate in an alternative dispute settlement procedure before a consumer dispute resolution entity.
13. MISCELLANEOUS
13.1 Relationship of the Parties. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
13.2 Entire Agreement and Severability. This Agreement is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between the parties with respect thereto, including any non-disclosure agreements signed by the parties, and may be modified only by an express written agreement between the parties. Without limiting the foregoing, no additional or conflicting terms set out on any purchase order, invoice or similar document are binding.
13.3 Force Majeure. Except for any Fees due hereunder, neither party shall not be liable for any delay in performing or failure to perform its obligations hereunder where such delay or failure results from any cause beyond its reasonable control, including, without limitation, cyber-attacks, mechanical, electronic or communications failures, acts of God, terrorism, war, natural disasters, failure of any telecommunications or transportation or of any third party provider or supplier (e.g., host or app store providers) or labor disputes.
13.4 Assignment. Except to an affiliate or in the event of a merger, acquisition or other change of control, neither party may assign this Agreement without the prior written permission of the other party, and any attempt to do so is void. This Agreement shall be binding on any permitted successors and assigns.
13.5 Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
13.6 Headings; Interpretation. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation.”
13.7 Export. The parties shall comply with all applicable export and import control laws and regulations, and, in particular, shall not export or re-export the Byt Services without all required United States and foreign government licenses.
13.8 US Government Use. The Byt Services are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any access to or use of the Byt Services by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If you use the Byt Services in its official capacity as an employee or representative of a U.S state or local government entity and are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law.
13.9 General. The failure of Byt to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Byt. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
13.10 Publicity. You grant Byt the right to use your name, trademarks and/or logos on its website, customer lists and/or in marketing, advertising or publicity materials to identify you as a customer that uses the Byt Services.
14. GERMAN PERSONAL USE CUSTOMERS
Widerrufsbelehrung
Diese Widerrufsbelehrung gilt nur für Verbraucher (ausschließlich private Nutzung der Byt Produkte) und bei Vertragsschluss mit der Byt Europe GmbH.
Widerrufsrecht
Sie haben das Recht, binnen vierzehn Tagen ohne Angaben von Gründen diesen Vertrag zu widerrufen. Die Widerrufsfrist beträgt vierzehn Tage ab dem Tag des Vertragsschlusses.
Sie können das Muster-Widerrufsformular oder eine andere eindeutige Erklärung auch auf unserer Website https://www.qr-code-generator.com/ elektronisch ausfüllen und übermitteln. Machen Sie von dieser Möglichkeit Gebrauch, so werden wir Ihnen unverzüglich (z. B. per E-Mail) eine Bestätigung über den Eingang eines solchen Widerrufs übermitteln.
Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs
Wenn Sie diesen Vertrag widerrufen, haben wir Ihnen alle Zahlungen, die wir von Ihnen erhalten haben,einschließlich der Lieferkosten (mit Ausnahme der zusätzlichen Kosten, die sich daraus ergeben, dass Sie eine andere Art der Lieferung als die von uns angebotene, günstigste Standardlieferung gewählt haben) einschließlich der Lieferkosten (mit Ausnahme der zusätzlichen Kosten, die sich daraus ergeben, dass Sie eine andere Art der Lieferung als die von uns angebotene, günstige Standardlieferung gewählt haben), unverzüglich und spätestens binnen vierzehn Tagen ab dem Tag zurückzuzahlen, an dem die Mitteilung über Ihren Widerruf dieses Vertrages bei uns eingegangen ist. Für diese Rückzahlung verwenden wir dasselbe Zahlungsmittel, das Sie bei der ursprünglichen Transaktion eingesetzt haben, es sei denn, mit Ihnen wurde ausdrücklich etwas anderes vereinbart; in keinem Fall werden Ihnen wegen dieser Rückzahlung Entgelte berechnet.
Muster-Widerrufsformular
Wenn Sie den Vertrag widerrufen wollen, dann füllen Sie bitte dieses Formular aus und senden Sie es zurück.
An
Byt Europe GmbH
Am Lenkwerk 13
33609 Bielefeld
E-Mail
Hiermit widerrufe(n) ich/wir (*) den von mir/uns (*) abgeschlossenen Vertrag über den Kauf der folgenden Waren (*)/ die Erbringung der folgenden Dienstleistung (*)
Bestellt am (*) /erhalten am (*)
Name des/der Verbraucher(s)
Anschrift des/der Verbraucher(s)
Unterschrift des/der Verbraucher(s) (nur bei Mitteilung auf Papier)
Datum
(*) Unzutreffendes streichen
Hinweis zum vorzeitigen Erlöschen des Widerrufs
Wir weisen darauf hin, dass bei Verträgen über die Lieferung von nicht auf einem körperlichen Datenträger befindlichen Daten, die in digitaler Form hergestellt und bereitgestellt werden (digitale Inhalte) Ihr Widerrufsrecht vorzeitig erlischt, wenn Sie ausdrücklich zugestimmt haben, dass Byt Europe mit der Ausführung des Vertrags vor Ablauf der Widerrufsfrist beginnt, und Ihre Kenntnis davon bestätigt haben, dass Sie durch Ihre Zustimmung mit Beginn der Ausführung des Vertrags Ihr Widerrufsrecht verlieren.
English Version for Convenience Only.
Cancellation Right for Personal Users of our Service in Germany. This cancellation policy is only applicable to you if you are a consumer (personal/non-business use of the Byt Service only) and are contracting with Byt Europe GmbH. You have the right to cancel this contract within fourteen days for any reason. The withdrawal period is fourteen days from the date of the conclusion of the contract. To exercise your right of withdrawal, you must inform us – Byt Europe GmbH, Am Lenkwerk 13, 33609 Bielefeld, terms@Byt.com – of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or e-mail). You can also fill out and submit the model withdrawal form or another clear declaration electronically on our website https://www.qr-code-generator.com. If you use this option, we will immediately send you (e.g. by email) a confirmation of receipt of such revocation. To comply with the revocation period, it is sufficient that you send the notice of exercise of the right of revocation before the expiry of the revocation period.
Consequences of the revocation
If you revoke this contract, we shall reimburse you all pre-payments we have received from you for services not yet received by you, without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.
– Ende der Widerrufsbelehrung –
APPENDIX A to Byt TERMS OF SERVICE
DATA PROCESSING AGREEMENT
This Data Processing Agreement (“DPA”) forms part of the Agreement between Byt, Inc. or Byt Affiliate relevant as identified in the Agreement or any applicable Order Form (“Byt”) and Customer (“Customer”), for the provision of products, a platform and services by Byt (identified either as “Services” or otherwise in the applicable agreement, and hereinafter defined as “Services”) (the “Agreement”), to reflect the parties’ agreement with regard to the Processing of Customer Personal Information (as such terms are defined herein). References in this DPA to the Agreement are to the Agreement as amended by, and including, this DPA.
In the course of providing the Services to Client pursuant to the Agreement, Byt may Process Client Personal Information on behalf of Client and the parties agree to comply with the following provisions with respect to such Processing of Client Personal Information:
1. DEFINITIONS
Capitalized terms not otherwise defined herein shall have the meaning given to them in the Agreement.
“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 ownership (directly or indirectly) of more than 50% of the voting rights in the applicable entity;
“CCPA” means the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq.
“Customer Group Member” means Client or any Client Affiliate;
“Customer Personal Information” means any Personal Information that is provided by Customer to Byt or any Subprocessor and Processed by Byt or a Subprocessor on behalf of Customer pursuant to the Agreement;
“Data Protection Laws” means as applicable (i) the GDPR; (ii) the UK GDPR; (iii) the CCPA; and (iv) any relevant law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which implements any of the above or which otherwise relates to data protection, privacy or the use of Personal Information, in each case as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time;
“GDPR” means EU General Data Protection Regulation 2016/679;
“Personal Information” means information that identifies, relates to, describes, is capable of being associated with, or can reasonably be linked, directly or indirectly, with a particular individual or household or is otherwise defined as “personal information” or “personal data” by applicable Data Protection Laws.
“Subprocessor” means any third party appointed by Byt to Process Customer Personal Information on behalf of Customer in connection with the Agreement.
“Third Country” means (i) in relation to Personal Information transfers subject to the GDPR, any country or territory outside of the scope of the data protection laws of the EEA, excluding countries or territories approved as providing adequate protection for Personal Information by the European Commission from time to time; and (ii) in relation to Personal Information transfers subject to the UK GDPR, any country or territory outside of the scope of the data protection laws of the UK, excluding countries or territories approved as providing adequate protection for Personal Information by the relevant competent authority of the UK from time to time.
“UK” means the United Kingdom of Great Britain and Northern Ireland.
“UK GDPR” means the UK Data Protection Act 2018 (“DPA 2018”), the UK General Data Protection Regulation, as defined by the DPA 2018 as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019.
The terms, “Aggregated”, “Business”, “Business Purpose”, “Commercial Purpose”, “Controller”, “Data Subject”, “Deidentified”, “Member State”, “Processing”, “Sale”, “Service Provider” and “Supervisory Authority” shall have the same meaning as in the GDPR or the CCPA, as applicable, and their cognate terms shall be construed accordingly.
2. PROCESSING OF PERSONAL INFORMATION
2.1 Roles of the Parties. The parties acknowledge and agree that, with regard to the Processing of Customer Personal Information pursuant to this DPA,
2.1.1 that is subject to the GDPR or the UK GDPR, Customer is the Controller, Byt is the Processor, and that Byt will engage Subprocessors pursuant to the requirements set forth in Section 5 below.
2.1.2 that is subject to the GDPR or the UK GDPR, Customer is a Processor, Byt is a Subprocessor, and that Byt will engage Subprocessors pursuant to the requirements set forth in Section 5 below.
2.1.3 that comprises “Personal Information” as defined by applicable laws where Customer is a Business, Byt is a Service Provider and shall not collect, retain, use or disclose such Customer Personal Information except as necessary to perform the Business Purpose(s) or as otherwise permitted under applicable laws, including retaining, using, or disclosing any such Customer Personal Information for a Commercial Purpose other than providing the Services to Customer and only this section 2.1 and sections 2.2 and 10 of this DPA shall apply to the Parties.
2.2 Customer’s Processing of Personal Information. Customer shall not provide Personal Information to Byt except as is necessary for Byt’s performance of Services and unless Customer shall have given the necessary notices and obtained the necessary consents, in each case, from the applicable Data Subjects whose Personal Information is Processed by Byt and fulfilled all other requirements under Data Protection Law in relation to the collection, disclosure and transfer to Byt and use by Byt of all Personal Information for the Permitted Purposes (defined below) and as otherwise envisaged by this DPA. Customer shall, in its use of the Services, Process Personal Information in accordance with the requirements of Data Protection Laws and shall immediately notify Byt if Customer is in breach of any Data Protection Law. For the avoidance of doubt, Customer’s instructions for the Processing of Customer Personal Information shall comply with Data Protection Laws. As between the parties, Customer shall have sole responsibility for the accuracy, quality, and legality of Customer Personal Information and the means by which Customer acquired Customer Personal Information.
2.3 Byt’s Processing of Personal Information. Byt shall treat Customer Personal Information as confidential and shall only Process Customer Personal Information as necessary to perform its obligations on behalf of and in accordance with Customer’s documented instructions for the following permitted purposes (the “Permitted Purposes”) unless required to Process such Customer Personal Information by applicable law to which Byt is subject (in such a case, Byt shall inform Customer of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest): (i) in accordance with the Agreement and applicable order or scope of work (ii) if initiated by Data Subjects in their use of the Services; and/or (iii) to comply with other documented reasonable instructions provided by Customer (e.g., via email) where such instructions are consistent with the terms of the Agreement and Data Protection Laws. In addition, Byt shall not: (a) Sell Customer Personal Information; (b) retain, use or disclose Customer Personal Information for any purpose other than for the Permitted Purposes; or (c) retain, use, or disclose the information outside of the direct business relationship between Byt and Customer. Byt hereby certifies that it understands the foregoing restrictions and that it shall comply with such restrictions. In no event shall Byt Process Customer Personal Information for its own purposes or those of any third party; provided however, Byt may utilize Customer Personal Information in Aggregated and/or Deidentified form to the extent permitted under Data Protection Laws.
2.4 Details of the Processing. The subject-matter of Processing of Customer Personal Information by Byt is the performance of the Services pursuant to the Agreement. The duration of the Processing, the nature and purpose of the Processing, the types of Customer Personal Information and categories of Data Subjects Processed under this DPA are further specified in Schedule 1 attached hereto.
2.5 Instructions for Processing. Each Customer Group Member instructs Byt and each Byt Affiliate (and authorizes Byt and each Byt Affiliate to instruct each Subprocessor) to: Process Customer Personal Information; and in particular, transfer Customer Personal Information to any country or territory, as necessary for the provision of the Services and consistent with the Agreement; and warrants and represents that it is and will at all relevant times remain duly and effectively authorized to give the instructions set out in this section. Byt shall notify Customer without undue delay if Byt is of the opinion that a Customer instruction is not in compliance with Data Protection Laws, this DPA or the Agreement.
3. RIGHTS OF DATA SUBJECTS
Data Subject Request. Byt shall, to the extent legally permitted, notify Customer without undue delay if Byt receives a request from a Data Subject to exercise the Data Subject’s right of access, right to rectification, restriction of or objection to Processing and/or the Sale of information, erasure (“right to be forgotten”), data portability or any other request with respect to Personal Information of the applicable Data Subject as set forth under applicable Data Protection Laws with respect to Byt’s Processing of Personal Information under this DPA (“Data Subject Request”). Taking into account the nature of the Processing and the Customer Personal Information, Byt shall assist Customer by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of Customer’s obligation to respond to a Data Subject Request under Data Protection Laws.
4. PERSONNEL
4.1 Confidentiality. Byt shall ensure that its personnel engaged in the Processing of Customer Personal Information are informed of the confidential nature of the Customer Personal Information and bound by confidentiality obligations, and have received appropriate training regarding the Processing of Personal Information.
4.2 Limitation of Access. Byt shall ensure that Byt’s access to Customer Personal Information is limited to those personnel performing Services in accordance with the Agreement.
5. SUBPROCESSORS
5.1 Appointment of Subprocessors. With respect to the Processing of Customer Personal Information, each Customer Group Member authorizes Byt and each Byt Affiliate to appoint (and permit each Subprocessor appointed in accordance with this Section 5.1 to appoint) Subprocessors in accordance with this section 5. Byt and each Byt Affiliate may continue to use those Subprocessors already engaged by Byt or any Byt Affiliate as of the date of this DPA, subject to Byt and each Byt Affiliate in each case, as soon as practicable, meeting the obligations set out in this section. Byt or a Byt Affiliate has entered or will enter into a written agreement with each Subprocessor containing data protection obligations on the Subprocessor which are no less onerous on the relevant Subprocessor than the obligations on Byt under this Agreement with respect to the protection of Customer Personal Information.
5.2 Notification of New Subprocessors. Byt shall give Customer written notice of the appointment of any new Subprocessor, including details of the Processing to be undertaken by the Subprocessor at least 30 days prior to any processing of Customer Personal Information. If, within five (5) business days of receipt of that notice, Customer (acting reasonably and in good faith) notifies Byt in writing of any objections to the appointment, Byt shall use commercially reasonable effort to cease disclosing any Customer Personal Information to the announced Subprocessor.
6. SECURITY AND AUDIT
6.1 Controls for the Protection of Customer Data. Byt shall maintain appropriate technical and organizational measures designed to protect the security (including against unauthorized or unlawful Processing of, and against accidental or unlawful destruction, loss or alteration, unauthorized disclosure of, or access to, Customer Personal Information), confidentiality and integrity of Customer Personal Information; and Byt shall monitor compliance with these measures in accordance with its internal information security program as set out in Byt’s security documentation which is available upon written request. Customer agrees that the security measures set forth by Byt provide an adequate level of protection for the Customer Personal Data processed under this DPA. If Customer deems that the security measures are insufficient to provide adequate protection, Customer shall inform Byt in writing and the parties agree to work together to resolve such matter(s). .
6.2 Audit and Reports. Upon Customer’s written request Byt shall make available to Customer all reasonably required information, certificates, documents and reports to demonstrate Byt’s and Byt Affiliate’s compliance with this DPA. Any information Byt and/or Byt Affiliates makes available to Customer, Customer’s affiliates or any of Customer’s representatives shall be subject to the confidentiality obligations set forth in the Agreement.
7. CUSTOMER DATA INCIDENT MANAGEMENT AND NOTIFICATION
Byt maintains security incident management policies and procedures and shall notify Customer without undue delay and in line with the timelines required by applicable Data Protection Laws after becoming aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Personal Information that is transmitted, stored or otherwise Processed by Byt or its Subprocessors which results in any actual loss or unauthorized use of Customer Personal Information (a “Data Security Incident”). Byt shall make reasonable efforts to identify the cause of such Data Security Incident and take those steps as Byt deems reasonably necessary in order to remediate the cause of any such Data Security Incident to the extent the remediation is within Byt’s reasonable control. Byt shall have no liability for costs arising from a Data Security Incident unless caused by Byt’s violation of Data Protection Laws for which Byt is legally responsible. In the event of a Data Security Incident, Customer shall be responsible for notifying Data Subjects and/or Supervisory Authorities. Before any such notification is made, Customer shall consult with and provide Byt an opportunity to comment on any notification made in connection with a Customer Data Incident. Upon Customer’s written request and if required to deal or comply with any assessment, enquiry, notice or investigation by the Supervisory Authority Byt will provide commercially reasonable assistance to Customer at Customer’s expense.
8. RETURN AND DELETION OF CUSTOMER DATA
Byt shall, on the written request of Customer, return all Customer Personal Information to Customer and/or at Customer’s request delete the same from its systems, other than any back-up copies which Byt or its Affiliates are required to retain for compliance with applicable laws or regulatory requirements provided that such copies are kept confidential and secure in accordance with this Agreement.
9. TRANSFER MECHANISMS FOR DATA TRANSFERS
Customer authorizes Byt, its Affiliates and their subprocessors to make international transfers of Customer Personal Data in accordance with this DPA and applicable data protection law.
If the Processing of Customer Personal Information includes transfers from the EEA to Third Countries or any international transfers subject to the GDPR to Third Countries and if required by Data Protection Laws, Byt shall (i) comply with the data importer’s obligations set out in the EU Standard Contractual Clauses at Schedule 2 where Customer is acting as a Controller and Byt is acting as a Processor which are hereby incorporated into and form part of this DPA; or (ii) comply with the data importer’s obligations set out in the EU Standard Contractual Clauses at Schedule 3 where Customer is acting as a Processor and Byt is acting as a Subprocessor which are hereby incorporated into and form part of this DPA; or (ii) comply with any of the other mechanisms provided for under Data Protection Laws for transferring Client Personal Information to such Third Countries.
If the Processing of Customer Personal Information includes transfers from the UK to Third Countries or any international transfers subject to the GDPR to UK Third Countries and if required by Data Protection Laws, Byt shall (i) comply with the data importer’s obligations set out in the international data transfer addendum to the EU/EEA standard contractual clauses (version B.1.0) issued by the UK Information Commissioner as set forth in Schedule 4 which is are hereby incorporated into and forms part of this DPA; or (ii) comply with any of the other mechanisms provided for under Data Protection Laws for transferring Client Personal Information to such Third Countries.
10. TERMINATION
Termination of this DPA shall be governed by the Agreement.
11. GOVERNING LAW
Without prejudice to clauses 17 (Governing Law) and 18 (Choice of forum and jurisdiction) of the Standard Contractual Clauses, the parties to this DPA hereby submit to the choice of jurisdiction stipulated in the Agreement with respect to any disputes or claims howsoever arising under this DPA, including disputes regarding its existence, validity or termination or the consequences of its nullity; and this DPA and is governed by the laws of the country or territory stipulated for this purpose in the Agreement.
SCHEDULE 1
DETAILS OF PROCESSING OF CLIENT PERSONAL INFORMATION
This Schedule 1 includes certain details of the Processing of Client Personal Information as required by Article 28(3) GDPR and the UK GDPR.
Subject matter and duration of the Processing of Client Personal Information
The subject matter and duration of the Processing of the Customer Personal Information are set out in the Agreement and this DPA.
The nature and purpose of the Processing of Client Personal Information
Byt will process personal information as necessary to perform the Services pursuant to the Agreement and this DPA.
The types of Client Personal Information to be Processed
Customer may submit personal information to the Services, the extent of which is typically determined and controlled by Customer in its sole discretion, and which may include, but is not limited to the following types of personal data:
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- First and last name
- Title
- Contact information (company, phone, fax number, physical business address)
- IP address
- Unique identifier
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The categories of Data Subject to whom the Client Personal Information relates
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- Persons whose Personal Information are provided by Customer to Byt or its Affiliates.
- End users who interact with a link or QR code.
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The obligations and rights of Client and Client Affiliates
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