Data Services Terms and License Agreement

Last Updated March 22, 2022.
This License and Service Agreement (the "Agreement") is an agreement between Big Zeta ("Big Zeta"), and you or the entity you represent ("Client"). This Agreement takes effect upon accepting terms during online sign up, or upon the effective date of a signed SOW (the "Effective Date"). If you are using the Data or Service on behalf of an entity, you represent to us that you are lawfully able to enter into this Agreement on behalf of the Client.

Contract Period

  1. This Agreement is effective when registering for the product or the signed date of an statement of work by the authorized representatives of Customer and Big Zeta (“Effective Date”). Initial term of any Agreement is 1 month starting from the Effective Date (the “Initial Term”). This Agreement shall automatically renew for additional terms of 1 month each (each a “Renewal Term”) unless either Party shall give notice of cancellation at least thirty (30) days prior to the expiration of the Initial Term or a Renewal Term.

Grant of License

  1. During the term of this Agreement Big Zeta grants the Client a limited license (with no right to sublicense without Big Zeta’s written authorization) to access and use the System solely for the purpose of Client's internal business operations.
  2. Big Zeta reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System and/or Service.

Data Service

  1. Big Zeta has developed, owns, and operates a data service (the "Service") which collects and provides data (the "Data") to its users, subject to the terms in this Agreement.  The Data and Service are collectively the “System”.
  2. Big Zeta will not provide the Service or Data where such provision may, in Big Zeta's sole discretion, infringe or violate any applicable laws or regulations or any other third party rights.
  3. Service usage is measured by the amount of data accessed during the billing month. 1 data request is counted per unique part number (for part number based lookups) or per unique term (for non-part number based lookups) requested during a billing month. Looking up the same part number or term multiple times within the billing month will only count as 1 data request.

Disclaimer of Warranties

  1. BIG ZETA IS PROVIDING THE USE OF THE SYSTEM ON AN "AS IS" BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SYSTEM OR THE DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. BIG ZETA FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SYSTEM OR DELIVERY OF THE DATA WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.

Warranties and Representations by the Client

The Client warrants, represents and covenants to Big Zeta that it shall:

  1. Not use the System in violation of applicable law or regulations or any third party rights (including intellectual property rights), or for governmental uses. Not use the System in any manner or for any purpose other than as stated in the intended use case provided to Big Zeta.
  2. Not use other systems, products or services that infringe upon the patents and other intellectual property rights of Big Zeta.
  3. Not engage in any reselling of the System in whole or in part, without Big Zeta's written authorization.
  4. The Client will be solely responsible for any actions it performs based on the use of the System or Data.
  5. The Client is responsible for protecting its personal username and/or password, any API key, or access keys to the System. The Client may not share its account privileges with anyone or knowingly permit any unauthorized access to the System. The accounts of those involved will be disabled if sharing is detected.

Consideration

  1. Client will keep active a valid payment method as a condition for further use or access to the Data or the Service, at the consideration stated in the Client's dashboard or in a schedule or other statement of work (the "Subscription Fees"). The Subscription fees are non-cancelable and non-refundable.
  2. Client consents to receive electronic invoices and receipts from Big Zeta.

Monthly Payments for the service shall be due Net 30  or according to terms as set forth by the Parties in writing.  Service will not start until the initial payment is received.  Services may be terminated or suspended if payments are not received within the terms, after serving seven (7) days’ notice via email

Limitation of Liability

  1. In no event will Big Zeta be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement ("Event"), even if Big Zeta had been informed in advance of the possibility of such damages. Big Zeta's aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Big Zeta from Client under this Agreement during the one month period prior to the Event.

Temporary Suspension

  1. Big Zeta in its sole discretion and at any time, may suspend Client's right to access or use the Service and Data immediately upon notice to Client if Big Zeta, at its sole discretion, determines that:
  1. Client's use of or registration for the Service (i) poses a security risk to the System or any third party, (ii) may adversely impact the System or any other Big Zeta client, (iii) may subject Big Zeta, its affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue Big Zeta's reputation or goodwill; or
  2. Client is in breach of this Agreement, including if Client is delinquent on payment obligations.
  3. Client has violated any of its representation and warranties under this Agreement or any other representation and warranties provided to Big Zeta associated with Client's use of the System or Service.

Disclosure of Information

  1. Big Zeta shall have the right, but not the obligation, to monitor Client's use of the System for billing purposes and to verify no misuse or network abuse. Big Zeta may share the Client's relevant information with any authority in case of a complaint or a lawsuit, if Big Zeta determines that it is necessary to comply with law, regulation, subpoena or court order.

Confidential Information

  1. For the purposes of this Agreement, “Confidential Information” shall mean information including, without limitation, all Customer data, computer programs, code, algorithms, names and expertise of employees and consultants, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information marked “Confidential”, or if disclosed verbally, is identified as confidential at the time of disclosure. In addition to the foregoing, Confidential Information shall include third-party software, if any, that may be provided to Customer under this Agreement, including any related source or object codes, technical data, data output of such software, documentation, or correspondence owned by the applicable licensor. Confidential Information excludes information that: (i) was or becomes publicly known through no fault of the receiving Party; (ii) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party; (iii) is independently developed by the receiving Party without the participation of individuals who have had access to the Confidential Information; (iv) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; and (v) the receiving Party is legally compelled to disclose; provided, however, that prior to any such compelled disclosure, the receiving Party will (a) assert the privileged and confidential nature of the Confidential Information against the third party seeking disclosure and (b) cooperate fully with the disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event that such protection against disclosure is not obtained, the receiving Party will be entitled to disclose the Confidential Information, but only as, and to the extent, necessary to legally comply with such compelled disclosure.

Term and Termination

  1. This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
  2. Unless agreed otherwise in a separate schedule or statement of work, either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice until the end of that calendar month. The agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.
  3. Big Zeta shall be entitled to terminate this Agreement immediately for "cause" by written notice to the Client if (a) any act or omission by Client entitles Big Zeta to suspend its access or use of the Data or Service as described in Section 7.; (b) the Client is in breach of any representation or warranty found in this Agreement or any other representation and warranties provided to Big Zeta associated with Client's use of the System or Service; (c) the Client engages in any action or activity that, in Big Zeta's sole discretion, places Big Zeta at risk under any applicable laws or regulations. Big Zeta shall not be liable to the Client or any third party for the termination of this Agreement.
  4. Upon termination, any outstanding consideration amounts shall immediately become due and payable (including without limitation, for Data collected, even if not yet provided to the Client), the license granted herein shall be terminated and the Client shall immediately stop using the Service and Data, as applicable.
  5. Upon termination, Clients must delete any downloaded or stored Data within 30 days from their systems.

Miscellaneous

  1. This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.
  2. All notices or other communications hereunder shall be given by email to the email address provided by the parties as part of registration to the Service.
  3. This Agreement shall be governed by the laws of the State of Idaho,  excluding its conflict of law rules, and the courts of Idaho shall have exclusive jurisdiction over the parties.
  4. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
  5. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.
  6. Big Zeta may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client's continued use of the Data and Service following any such modification constitutes acceptance of the modified Agreement. Any changes to this agreement will be made avaialble and modification date noted here: https://data.bigzeta.com/terms/
  7. This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the Parties and shall be binding on the Parties when accepted by Customer. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of both Parties. No provision of any purchase order or other document issued by Customer, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon Big Zeta or effective for any purpose, unless accepted by Big Zeta in writing.  It is further expressly understood and agreed that there being no expectations to the contrary between the Parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Big Zeta’s industry or between the Parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
  8. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, or employment relationship between the Parties, nor shall either Party have the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
  9. The Licensed Materials shall not be exported or re-exported in violation of any export provisions of the United States or any other applicable jurisdiction.
  10. This Agreement may not be assigned, sublicensed or transferred, in whole or in part, by Customer without the prior written consent of Big Zeta. Any attempted assignment, subletting or transfer shall be void.
  11. 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.
  12. No delay or failure of Big Zeta or Customer in exercising any right herein and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights herein. Any waiver by Big Zeta or Customer of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent or other breach.
  13. In the event that either Party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of natural disaster, terrorism, fire, explosion, power blackout, earthquake, flood, the elements, strike, embargo, labor disputes, acts of civil or military authority, war, acts of god, acts or omissions of carriers or suppliers, acts of regulatory or governmental agencies, actions or decrees of governmental bodies or communication line failure not the fault of the affected Party or other causes beyond such Party’s reasonable control (a “Force Majeure Event”), the Party who has been so affected shall immediately give notice to the other Party and shall do everything possible to resume performance. Upon receipt of such notice, all obligations under this Agreement shall be immediately suspended. If the period of nonperformance exceeds seven (7) days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been so affected may by giving written notice immediately to terminate this Agreement as provided in Section 18.
  14. On Big Zeta’s request, no more frequently than annually, Customer shall furnish Big Zeta with a signed certification (i) verifying that the Licensed Material is being used pursuant to the terms of this Agreement and (ii) listing the locations where the Licensed Material is being used.
  15. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, and each of which together shall constitute a single instrument.
  16.  The headings and captions contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.
  17. The Parties expressly agree that this Agreement shall not be interpreted to create any employment, agency, joint venture, or partnership relationship between Big Zeta and Customer. (a) This Agreement, including any amendments and attachments hereto that are incorporated herein, constitute the entire agreement between the Parties and shall be binding on the Parties when accepted by Customer. No modification, termination or waiver of any provisions of this Agreement shall be binding upon a Party unless in writing signed by an authorized officer of both Parties. No provision of any purchase order or other document issued by Customer, which purports to alter, vary, modify or add to the provisions of this Agreement, shall be binding upon Big Zeta or effective for any purpose, unless accepted by Big Zeta in writing.  It is further expressly understood and agreed that there being no expectations to the contrary between the Parties, no usage of trade or other regular practice or method of dealing either within the computer software industry, Big Zeta’s industry or between the Parties shall be used to modify, interpret, supplement, or alter in any manner the express terms of this Agreement or any part thereof.
  18. This Agreement shall be interpreted, construed, enforced, and governed by and under the laws of the State of Idaho, USA, without regard to any principles of conflict of law.

The Parties expressly agree that this Agreement shall not be interpreted to create any employment, agency, joint venture, or partnership relationship between Big Zeta and Customer.