Terms of Service

1.a Agreement to the Terms

By using Bigdelta's Services, the Company agrees to be bound by these Terms. If Company does not agree to be bound by these Terms, it shall not use the Services. If Company is accessing and using the Services on behalf of a company (such as its employer) or other legal entity, Company represents and warrants that it has the authority to bind that entity to these Terms. In that case, "Company" will refer to that entity.

1.b Changes to the Terms

Bigdelta may update the Terms from time to time in its sole discretion. If Bigdelta updates the Terms, it will let Company know by posting the updated Terms on the website associated with the Services and/or may also send other communications. It's important that Company reviews the Terms whenever Bigdelta updates them or Company uses the Services. If Company continues to use the Services after Bigdelta has posted updated Terms it means that Company accepts and agrees to the changes. If Company does not agree to be bound by the changes, it may not use the Services anymore. Because Bigdelta's Services are evolving over time, Bigdelta may change or discontinue all or any part of the Services, at any time and without notice, at Bigdelta's sole discretion.

1.c License

Subject to the Terms, Bigdelta grants to Company a limited, non-transferable, non-exclusive and non-sublicensable right to use the Services Company has signed up for through the standard functionality of the Services solely for Company's internal business purposes.

1.d Authorized Users

The Services may only be accessed and used by those Company employees or contractors who have been designated and authorized by Company to be granted such access ("Authorized Users") for the sole purpose of performing their job functions for Company. The credentials for each Authorized User are for a single individual only, they must be kept confidential, cannot be shared or used by more than one person. Company is responsible and liable for: (a) all actions taken under an Authorized User's credentials, whether or not such action was taken or authorized by the Authorized User; and (b) all uses of the Services resulting from access provided by Bigdelta, directly or indirectly, whether such access or use is permitted by or in violation of these Terms, including any associated fees that Company may incur via the Services.

1.e Bigdelta's Use of Company Data

"Company Data" means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Company through the Services. Company hereby grants Bigdelta a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the Company Data for the purpose of hosting, operating, optimizing, and providing the Services.

1.f Suspension, Limitation, or Termination

Bigdelta is entitled, without liability to Company, to immediately suspend, terminate or limit Company's access to any or all part of the Services at any time in the event: (a) that Bigdelta reasonably suspects that the Services are being used in violation of any applicable law or regulation or in a manner inconsistent with the Terms; (b) that Bigdelta determines that the Services are being used in an unauthorized or fraudulent manner; (c) that Bigdelta determines that the use of the Services adversely affects Bigdelta's equipment or service to other customers; (d) Bigdelta is prohibited by an order of a court or other governmental agency from providing the Services; or (e) any other event which Bigdelta determines, in its sole discretion, may create a risk to the Services or to any other users of the Services. Without limitation, Bigdelta will have no liability for any damages, liabilities or losses as a result of any suspension, limitation or termination of Bigdelta's right to use the Services in accordance with the Terms.

1.g Beta services

From time to time, Bigdelta may make Beta Services ("Beta Services") available to Company at no charge. Company may choose to utilize such Beta Services in Customer's sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported and may be subject to additional terms and fees that may be presented to the Company. Beta Services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, storage, service-level agreement or indemnity obligation of any kind and are not considered "Services" hereunder, even if displayed in the user interface; provided, however, that all restrictions herein, Bigdelta's reservation of rights and Company's obligations concerning the Services shall apply equally to Company's use of Beta Services. Bigdelta may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Bigdelta will have no liability for any harm or damage arising out of or in connection with a Beta Service. Beta Services may be considered Confidential Information of Bigdelta, if so denoted or communicated by Bigdelta to Company. Company will not disclose (including, but not limited to, in a press release or public statement) any information about, involving or regarding Beta Services (including the existence of), except as agreed by Bigdelta in writing.

Bigdelta requires payment of Fees for use of the Services (or certain portions thereof) and Company agrees to pay such Fees.

2.a General

Whether Company makes a one-time payment or purchases a Subscription (each, a "Transaction"), Company expressly authorizes Bigdelta (or Bigdelta's third-party payment processor) to charge Company for such Transaction. Bigdelta may ask Company to supply additional information relevant to its Transaction, including Company's credit card number, the expiration date of Company's credit card and Company's email and postal addresses for billing and notification (such information, "Payment Information"). Company represents and warrants that it has the legal right to use all payment method(s) represented by any such Payment Information. When Company initiates a Transaction, Company authorizes Bigdelta to provide its Payment Information to third parties so Bigdelta can complete Company's Transaction and to charge Company's payment method for the type of Transaction Company has selected (plus any applicable taxes and other charges). Company may need to provide additional information to verify its identity before completing Company's Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, Company agrees to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to Company. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All payments shall be paid in U.S. dollars.

2.b Subscription Fee

If Company purchases a subscription for the Services ("Subscription"), Company will be charged and agrees to pay the annual or monthly Subscription fee (as applicable), plus any applicable taxes, and other charges ("Subscription Fee"), at the beginning of Company's Subscription and each year or month thereafter (as applicable), at the then-current Subscription Fee. Company's Subscription continues until canceled by Company or Bigdelta terminates Company's access to or use of the Services or the Subscription in accordance with these Terms. In the event Company's Subscription begins on a day not contained in a later month, Company's payment method will be charged on such other day as Bigdelta deems appropriate. For example, if Company started a monthly Subscription on January 31st, Company's next payment date is likely to be February 28th, and Company's payment method would be billed on that date.

2.c Canceling a Subscription

Company may cancel its Subscription at any time but please note that such cancellation will only be effective at the end of the then-current subscription period. Unless required by law, Company will not receive a refund of any portion of the Subscription Fee paid for the then-current subscription period at the time of cancellation. To cancel, Company can either (i) email Metrical at billing@bigdelta.com and follow any instructions, if any, Bigdelta provides to Company in response to Company's cancellation request, or (ii) for some kinds of Subscriptions, initiate a cancellation through Company's account settings within the Services. Company will be responsible for all Subscription Fees incurred for the then-current Subscription period. Canceling Company's Subscription will not terminate Company's account. See Section 6 (Termination and Effect of Termination) below for information on terminating Company's account.

2.d Service and Usage Limits

Company agrees to be bound by a set usage allowance by the pricing plan to which it subscribes. Bigdelta has no obligation to provide services or process additional responses beyond this amount.

2.e Taxes

Company will be responsible for, and will pay all taxes and duties of any kind, including any value added tax and withholding tax, and all similar fees levied upon or associated with the provision of the Services excluding only taxes based solely on Bigdelta's net income. Company will indemnify and hold Bigdelta harmless from and against any and all such taxes and related amounts levied upon the provision of the Services and any costs associated with the collection or withholding thereof, including penalties and interest. Company will pay all Fees to Bigdelta free and clear of, and without reduction for, any withholding taxes. If any withholding taxes must be paid based on the Fees, then Company will pay all such taxes and the Fees payable to Bigdelta under these Terms will be increased such that the amounts actually paid to Bigdelta will be no less than the amounts that Bigdelta would have received notwithstanding such tax. Company will provide Bigdelta with written documentation, including but not limited to copies of receipts, of any and all such taxes paid in connection with these Terms.

2.f Changes

Bigdelta may modify the pricing of the Services at any time and add new services or pricing plans for additional fees and charges, or amend fees and charges for existing Services, at any time and in its sole discretion without prior notice to Company. Bigdelta may increase the Fees of the Services for any renewal term.

3.a Representations and Warranties

Company represents and warrants that Company (and its employees, contractors, services providers, and Authorized Users): (a) will use the Services only in compliance with the Terms and all applicable laws and regulations; (b) shall not infringe upon any third party's trade secrets, trademarks, copyright, patent rights or other proprietary rights in its use of the Services, including in connection with providing any Feedback or Company Data; (c) it has obtained and will obtain and continue to have, during the term, all necessary rights, authority and licenses for the access to and use of the Company Data (including any Company Personal Data as defined in the Data Processing Addendum) as contemplated by the Terms; and (d) Bigdelta's use of the Company Data in accordance with the Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Company and any third party.

3.b Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS BASIS. BIGDELTA DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THESE TERMS, AND THE SERVICES, WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AND ALL: (A) WARRANTIES OF MERCHANTABILITY; (B) WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT METRICAL KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); OR (C) WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. NOTWITHSTANDING ANY TERMS TO THE CONTRARY IN THESE TERMS, COMPANY ACKNOWLEDGES AND AGREES THAT BIGDELTA MAY MODIFY THE FEATURES OF THE SERVICES FROM TIME-TO-TIME AT METRICAL'S SOLE DISCRETION. Bigdelta makes no warranty that the Services will meet Company's requirements or be available on an uninterrupted, secure, or error-free basis. Bigdelta makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services.

Company will indemnify and hold Bigdelta and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) Company's access to or use of the Services, (b) Company Data, or (c) Company's violation of these Terms.

5.a Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BIGDELTA NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT METRICAL OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5.b Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIGDELTA'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS COMPANY HAS PAID OR ARE PAYABLE BY COMPANY TO BIGDELTA FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF COMPANY HAS NOT HAD ANY PAYMENT OBLIGATIONS TO METRICAL, AS APPLICABLE.

5.c Failure of Essential Purpose

MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 5 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6.a Termination by Bigdelta

Bigdelta may terminate Company's access to and use of the Services, at its sole discretion, at any time and without notice or liability to Company, provided that, if Company has paid for a Subscription and the termination is not due to Company's breach of the Terms, Bigdelta will refund Company any prepaid fees for the period of Company's Subscription that extends beyond the effective date of such termination.

6.b Termination by Company

Company may cease use of the Services at any time. If Company is paying for a Subscription, Company may terminate its Subscription through the process in Section 2.3. Company may also cancel its account at any time by sending an email to billing@bigdelta.com.

6.c Effect of Termination

Upon any termination of the Terms: (a) all rights and licenses granted to Company under the Terms will immediately cease; (b) Company will immediately pay to Bigdelta all amounts due under the Terms, including without limitation, any unpaid portions of the fees; and (c) Bigdelta will delete all Company Data, except to the extent that Bigdelta is required under applicable law to keep a copy of the Company Data. Notwithstanding any terms to the contrary in the Terms, Sections 2, 3, 4, 5, 6.2, 7, and 10 through 17 will survive any termination of the Terms, and no refunds will be issued upon any termination of the Terms except as explicitly provided herein.

7.a Restrictions

Except as expressly authorized by these Terms, Company may not (a) modify, disclose, alter, translate or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Services (or any components thereof), (c) use the Services to store or transmit any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or perform any other harmful actions, (d) copy, frame or mirror any part or content of the Services, (e) build a competitive product or service, or copy any features or functions of the Services, (f) interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services, (i) use the software components of the Services, or allow the transfer, transmission, export or re-export of such software components or any portion thereof in violation of any export control laws or regulations administered by the U.S. Commerce Department, OFAC, or any other government agency, (j) remove, alter or obscure any proprietary notices in or on the Services including copyright notices, (k) disclose or make available passwords that Bigdelta has provided to Company or the Authorized Users or that are generated in connection with Company's or Authorized Users' use of the Services, other than to Authorized Users, or (l) cause or permit any Authorized User or third party to do any of the foregoing. Company will use best efforts to prevent unauthorized access to, and use of, the passwords and the Services, and will immediately notify Bigdelta in writing of any unauthorized use of the Services that comes to Company's attention.

7.b Reselling

Reselling of the Services to third parties is permitted only if Company has sign a specific written agreement or reseller (partner) agreement with Bigdelta.

8.a Third-Party Services

The Services or its documentation may display, contain links to, or connect with third-party products, services, and websites (collectively, "Third-Party Services"). Any statements, services, offers, or other information that constitutes part of the Third-Party Services made available by third parties on the Services or Bigdelta sites, or which are accessible through the Services are those of the respective authors or producers and not of Bigdelta or its stockholders, directors, officers, employees, agents, or representatives. Bigdelta does not control Third-Party Services and does not guarantee the accuracy, integrity or quality of such Third-Party Services. Third-Party Services are governed solely by the terms and conditions of those Third-Party Services and Bigdelta is not responsible for the performance of and does not endorse any Third-Party Services or any information or materials advertised in any Third-Party Services. If Customer installs, enables or uses Third-Party Services with the Services that requires the transfer of Company Data for the Third-Party Services to interoperate with the Services, Company grants Bigdelta permission to allow the provider of the Third-Party Services to access or receive Customer Data for the interoperation of that Third-Party Service with the Services. Bigdelta is not responsible or liable, directly or indirectly, for any transferring, transmitting, damage, disclosure, modification, deletion or loss caused to Company or Company Data by Company's use of or reliance on any Third-Party Services and Bigdelta does not guarantee the interoperability of such Third-Party Services with the Services. It is Company's responsibility to evaluate the information, opinion, advice, or other services available on and through the Services. Bigdelta does not provide the equipment required to access the Services. Company is responsible for all fees charged by third parties related to Company's access and use of the Services (e.g., charges by Internet service providers).

8.b Professional services

If the Company purchases professional services ("Professional Services"), then the terms and conditions of this Section 8.b shall apply. Bigdelta and Company agree to cooperate in good faith to achieve satisfactory completion of the Professional Services in a professional manner. Company agrees to provide, at its own expense, timely and adequate assistance and other resources reasonably requested by Bigdelta to enable and ensure the performance of the Professional Services (collectively, "Assistance"). Neither Bigdelta nor its Professional Services Personnel will be liable for any deficiency in the performance of Professional Services to the extent resulting from any acts or omissions of Company, including, but not limited to, Company's failure to provide Assistance as required hereunder. Bigdelta hereby represents and warrants that the Professional Services shall be performed in a timely, professional and workmanlike manner with the level of skill and care consistent with generally-accepted industry standards and practices for similar services. Professional Services Personnel shall have the requisite skills needed to carry out such work. Company's sole and exclusive remedy and Bigdelta's sole and exclusive liability for any breach of this warranty will be reperformance of the Professional Services.

Each party shall comply with the Bigdelta Data Processing Addendum located at: bigdelta.com/dpa, which is incorporated herein by reference.

Company acknowledges and agrees that Metrical may: (a) compile and/or derive aggregated and/or de-identified information in connection with providing the Services provided that such information cannot reasonably be used to identify Company or any data subject to whom Company Data relates ("Aggregated and/or De-Identified Data"); and (b) use Aggregated and/or De-Identified Data for its lawful business purposes. Company Data does not include Aggregated and/or De-Identified Data.

Bigdelta appreciates feedback, comments, ideas, proposals and suggestions for improvements to the Services ("Feedback"). If Company chooses to submit Feedback, Company agrees that Bigdelta is free to use it without any restriction or compensation to Company. Feedback is not Company Data.

No provision of these Terms shall be construed as an assignment or transfer of ownership of any copyrights, patents, trade secrets, trademarks, or any other intellectual property rights from Bigdelta to Company or Authorized Users. Bigdelta shall own and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; (c) Aggregated and/or De-Identified Data; (d) Feedback; and (e) all intellectual property rights related to any of the foregoing.

Company agrees that Bigdelta may refer to Company by name, logo, and trademark in Bigdelta's marketing materials and the Website. Company acknowledges and agrees that Bigdelta does not certify or endorse, and has no obligation to certify or endorse, any of Company's products, services, or content. Company agrees that Bigdelta may issue a press release identifying Company as customer of Bigdelta.

Except for payments due under this Terms, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any service providers used by Bigdelta, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party (a "Force Majeure Event").

15.a Dispute Resolution

All disagreements between Bigdelta and the Customer regarding the implementation of these Terms shall be resolved through negotiations. If the Parties fail to resolve the dispute through negotiations, within thirty (30) days from the initiation of negotiations, such dispute shall be finally settled in the courts in accordance with the laws of the Republic of Lithuania.

15.b Governing Law

Republic of Lithuania's laws will apply to any dispute related to the Agreement or the Services.

The Terms may not be assigned by Company, by operation of law or otherwise, without the prior written consent of Bigdelta, and any attempted assignment without such consent will be void and without effect. Bigdelta may freely assign these Terms. Subject to the foregoing, the Terms will be binding upon, will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

The Terms, including all of its addenda incorporated herein and/or exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous agreements, discussions and understandings, written or oral, with respect to such subject matter. Neither party will be deemed to be an agent or representative of the other party, and the relationship between the parties will only be that of independent contractors. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. If any provision of these Terms is judged by a court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary, and the other provisions of the Terms shall otherwise remain in effect. Any notices or other communications provided by Bigdelta under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. The headings to Sections of the Terms are for convenience or reference only and do not form a part of this Terms and will not in any way affect its interpretation. Neither party will be afforded or denied preference in the construction of this Terms, whether by virtue of being the drafter or otherwise.

All notices to be provided by Bigdelta to Company under this Agreement may be delivered in writing (i) by nationally recognized overnight delivery service ("Courier") or mail to the contact mailing address provided by Company on any Order Form or (ii) by electronic mail to the electronic mail address provided for Company's account owner. If Company needs to give notice to Bigdelta, Customer must do so in writing by Courier or mail to Metrical UAB, Zygio g. 97A, Vilnius, Attn: Customer Enquires. All notices shall be deemed to have been given immediately upon delivery if by electronic mail, or, if otherwise delivered, then upon the earlier of receipt or two (2) business days after being deposited in the mail or with a Courier as permitted above. If Company has any questions or concerns about the Services or this Agreement, Company may contact us by email at legal@bigdelta.com.