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
- 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
- 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
- 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.
- 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
- 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
- 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
- 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:
- 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
- Not use other systems, products or services that infringe upon the
patents and other intellectual property rights of Big Zeta.
- Not engage in any reselling of the System in whole or in part,
without Big Zeta's written authorization.
- The Client will be solely responsible for any actions it performs
based on the use of the System or Data.
- 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.
- 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.
- Client consents to receive electronic invoices and receipts from
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
Limitation of Liability
- 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.
- 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,
- 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
- Client is in breach of this Agreement, including if Client is
delinquent on payment obligations.
- 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
Disclosure of Information
- 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.
- 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
- This Agreement commences on the Effective Date and shall continue
until terminated in accordance with the terms of this
- 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.
- 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.
- 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.
- Upon termination, Clients must delete any downloaded or stored Data
within 30 days from their systems.
- This Agreement constitutes the entire understanding between the
parties with respect to the matters referred to herein.
- 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
- 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.
- 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
- No failure or delay on the part of any party hereto in exercising
any right, power or remedy hereunder shall operate as a waiver
- 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/
- 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
- 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 Licensed Materials shall not be exported or re-exported in
violation of any export provisions of the United States or any other
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.