Terms of Use

TERMS OF USE

 

These Terms of Use or “TOU” apply to theaccess and use of BIGSTEP Services, whether such access or use is forevaluation, testing, or production purposes, or other, and whether such accessor use is paid or not.  By accessing and /or using BIGSTEP Services, youagree to be bound by these TOUs.  As used herein, “CLIENT” refers to you and“BIGSTEP” refers to BIGSTEP CLOUD Ltd, a company registered in England &Wales with company number 8966623 having its registered address Bailey House4-10 Barttelot Road Horsham West Sussex, RH12 1DQ and business address at 1Fore Street, 1st Floor London EC2Y 5EJ, or BIGSTEP, Inc. a corporation formedunder the laws of the state of Delaware and having offices at 20 N. UpperWacker Drive, Chicago, IL 60606 or Bigstep Cloud SRL, a company registered in Bucharest, Romania, having its registered address Bucharest, Sold Stefan Velicu Street, 2nd Floor, District 2, registered at the Trade Registry under no. J40/12984/2014, fiscal code RO 33777403, along with their subsidiaries and affiliates.

 

1 Definitions.  The following terms as they are used in these Terms of Use shallhave these meanings:

1.1 "Agreement" - is an agreement between BIGSTEP and CLIENT, as amended andsupplemented by subsequent addendum or updated with any Schedules, exhibits, oramendments.  If no such agreement is entered into, then these TOU shallconstitute the Agreement.

1.2 "BIGSTEP Services" or "Services” - are the services accessed or used by CLIENT. Such Services may becustomized for CLIENT. BIGSTEP Services include:

a. BIGSTEP Metal Cloud Services, whichare infrastructure related services such as compute, storage and networkoffered as a service and controlled through a web interface.

b. BIGSTEP Platform Services areapplication level services such as installation, configuration, scaling,upgrade and maintenance offered as a service.

1.3 "Content,”"CLIENT Data,” or "Data” shall mean any of the following: (i) data and informationbelonging to CLIENT, a beneficiary of BIGSTEP Services, (ii) data supplied bythe Users of the applications included in the Content, (iii) data from or usedin connection with transactions at the level of the applications includedin the Content such as, but without limitation to information related to transactionsand sales, information related to End-User accounts, etc., (iv) any informationgenerated by the use of the applications or configurations that are licensed,on a non-exclusive basis, to CLIENT for the duration of the Agreement.

1.4 "Delivery"is the procedure by which BIGSTEP activates the Services.

1.5 "Demo Mode"is a grace period granted to CLIENT, to benefit from the BIGSTEP Services freeof charge for a period of time, to be determined exclusively by BIGSTEP. CLIENT shall not be billed while in Demo Mode. BIGSTEP is entitled to suspendDemo Mode at any time, without prior notice, by starting to issue invoices.

1.6 "End-User”or "User" means any person who uses, in any way, any application madeavailable through BIGSTEP Services, whether or not he/she has received awritten or verbal authorization to this effect from CLIENT. CLIENT shall bearfull responsibility regarding authorized End-Users, regardless of the way inwhich they have been authorized. The tacit acceptance, by CLIENT, of a particularaction of the End-User, irrespective of the ways in which such action would materialize,is deemed an "authorization".

1.7 "Excessive Use"means ways to use the BIGSTEP Services that may affect server resources,infrastructure, support services or third-party applications. A detaileddescription of excessive use, as well as examples of circumstances that may beclassified as such may be identified in the Acceptable Use Policy.

1.8 "Internet Traffic"is the transfer of data from a BIGSTEP server to and from the Internet.

1.9 "Malfunction" means an error, deficiency affecting the full functionalityof the Services.

1.10 "Network"means the communications network under the direct control of BIGSTEP, throughwhich CLIENT accesses BIGSTEP Services.

1.11 "On-Demand Interventions" means BIGSTEP interventions on its network, on the Internetnetwork or the Services, requested by CLIENT or by state institutions andbodies.

1.12 "On-Line Contracting" means a specific way of entering into the Agreement remotely,by electronic means, which involves CLIENT providing information in the BIGSTEPAccount, the acceptance, in full, of this Agreement, and the transmission ofthe contracting offer to BIGSTEP.

1.13 "Planned Interruption" - means any interruption due to maintenance, routine orupgrading works, which may affect the availability of the service. BIGSTEPshall endeavor to send CLIENT, at least 2 business days in advance, a notice ofany Planned Interruption that shall affect the availability of the Servicesthat is outside of the standard maintenance windows of between 23:00 (UTC) onSaturdays and 06:00 (UTC) on Sundays, except during Emergency InterventionWorks and On-Demand Repairs/Interventions.

1.14 "Privacy Policy"means the policy displayed on BIGSTEP's website, which may be amended from timeto time.

1.15 "Reserved Services"or "Subscriptions" are offered with a pre-negotiated and fixed price for aparticular period, typically 12 months.

1.16 "Service Suspension" means the period during which BIGSTEP Services shall beunavailable at the initiative of BIGSTEP, in the special cases provided for inthis Agreement.

1.17 "Usage of Internet Bandwidth"means bandwidth that the server may use, when necessary, as a "CommittedInformation Rate" (guaranteed bandwidth) value, measured in megabits persecond. Any data transferred between the Server and the Internet shall bedeemed usage. CLIENT understands and agrees that the Usage of InternetBandwidth shall be measured exclusively by BIGSTEP, using specialized software,and then reported to CLIENT.

1.18 "Usage of Internet Traffic"means the amount of data transferred from CLIENT's Services to the Internet,measured in gigabytes. CLIENT understands and agrees that the Usage of InternetTraffic shall be measured exclusively by BIGSTEP, using specialized software,and then reported to CLIENT.

 

2. CLIENT’s Rightsand Responsibilities. 

2.1 CLIENT shall have the followingobligations:

a) To refrain from disclosing the accessdata (e.g. login credentials) to unauthorized persons;

b) To work with BIGSTEP to ensure safeaccess to the Services and the Network and to notify BIGSTEP of anycircumstances of which CLIENT is aware that may jeopardize system security;

c) To immediately notify BIGSTEP of anychange of CLIENT's contact details;

d) To provide in CLIENT’s Account andconnection with the Agreement complete and accurate information and documentsif required to provide the Services;

e) To ensure that all data andinformation related to CLIENT Data observes the limits and the conditionsnecessary to comply with any applicable law or regulations and the Agreement;

f) To refrain from transmitting, usingBIGSTEP Services, any material that might cause any harm to a computer systemowned by BIGSTEP or other users of the Internet;

g) To use BIGSTEP Services or theNetwork only in the manner permitted by any applicable law or regulations, bestpractice in the industry, or the Agreement;

h) To take all steps necessary toperform regular backups of CLIENT Data, of the configured infrastructure or ofother settings required for BIGSTEP Services to operate properly;

i) To take all actions necessary toensure the security of any data, information, applications and passwordsrelated to BIGSTEP Services;

j) To co-operate with BIGSTEP in allmatters relating to Services;

k) To obtain and maintain all necessary licenses,permissions, and consents which may be required for CLIENT Data during theAgreement;

l) To agree to the specific licensingterms of the applications, operating systems, software licenses (Software)provided by Bigstep or by a third party and this Software may only be used aspart of Bigstep Services

2.2 CLIENT shall use services, licenses,software products or applications in accordance with the licensing termsspecified by BIGSTEP's Partners or third parties. BIGSTEP makes no warranty regardingthe availability, operation or quality of the services, licenses, softwareproducts, applications or operating systems provided under a non-exclusivelicense during the Agreement or otherwise used by CLIENT. BIGSTEP does notguarantee that the services, licenses, software products, applications oroperating systems shall meet all CLIENT's requirements;

2.3 CLIENT is solely responsible for theactions of its End-Users since BIGSTEP is not able to control how the Services areused, and/or the End-Users' actions in what concerns the BIGSTEP Services. 

 

3. BIGSTEP’sRights and Responsibilities

3.1 BIGSTEP shall take reasonable stepsto prevent and mitigate attacks originating from third parties on CLIENT Data and/orother users of BIGSTEP Services, such as, but not limited to hacking, cracking,denial of service;

3.2 BIGSTEP may implement measures forService Suspension, with written notice, in the following situations:

3.2.1 Use of BIGSTEP Services under theseTOU in a manner that represents a security risk, either for BIGSTEP Services orfor a third party;

3.2.2 Use of BIGSTEP Services under theseTOU in a manner that has detrimental effects to BIGSTEP Services, to theNetwork or to CLIENT's Data or other BIGSTEP's clients’ data;

3.2.3 Use of BIGSTEP Services under theseTOU in a manner that result in the liability of BIGSTEP, of its affiliatedparties or of third parties;

3.2.4 Fraudulent or illegal use ofBIGSTEP Services under these TOU;

3.2.5 When the standard consumptionlimit is reached and CLIENT does not provide sufficient guarantees.

3.3 BIGSTEP reserves the right to changeor modify features and functionalities of any of the BIGSTEP Services, providedthat CLIENT has been sent a notice thereof if such modification shall negativelyimpact CLIENT’s use of the Services. The CLIENT may terminate the subscriptionfor the Service that has been modified within 30 days of such change, inwriting. If BIGSTEP does not receive, within 30 days of the change, a writtennotice of termination, the new terms shall be deemed accepted by CLIENT, aswell as the new conditions of provision of BIGSTEP Services and of theadditional features, and any changes made;

3.4 BIGSTEP may change, discontinue, orterminate any API in connection with the Services. BIGSTEP shall takereasonable measures to support the previous version of the API for a period ofsix months after the change, discontinuation or termination, unless (a) itraises security issues or otherwise violates any intellectual property rights,(b) it is economically or technically difficult/cumbersome or (c) a legalrequirement or a request of a competent body that must be fulfilled;

3.5 To limit the misuse of the Servicesand to ensure compliance with the Service Level Agreements to all CLIENTs,BIGSTEP may temporarily limit certain parameters of the Services, such as disk space,data transfer speed, access to certain services, use of the Internet bandwidth,etc. for CLIENT.

3.5 On Demand Services may be subject toconsumption limits. The consumption limit may be changed by BIGSTEP dependingon the guarantees provided or on CLIENT's creditworthiness and reliability.

 

4. Protectionof CLIENT Data. 

4.1 CLIENT is solely responsible for:

4.1.1 Any Content uploaded, i.e. texts,databases, sounds, music, graphics and video files, and the like that areheld/located/uploaded or delivered through BIGSTEP Services by CLIENT or bythird parties;

4.1.2 The Content uploaded and itsfunctionality, including in terms of compatibility with BIGSTEP Services, APIs,software products or software applications provided by BIGSTEP or by thirdparties;

4.1.3 Use of BIGSTEP Services on itsaccount by third parties whether authorized or unauthorized by the CLIENT;

4.1.4 Obtaining all permits andapprovals for the Content (such as approvals for the connections or interactionof the Content with various types of third-party applications, authorizationsor formalities required by the laws in force to provide certain on-lineservices or imposed to personal data operators);

4.1.5 Providing and maintaining theaccuracy and legality of the information relating to the Content;

ensuring that any information relatingto the Content does not infringe any third party rights or applicable laws orregulations;

4.1.6 Compliance of the Content with theAcceptable Use Policy;

4.1.7 Maintaining current Data backupsto prevent and mitigate Data loss.

4.1.8 The security of the Data stored onBIGSTEP infrastructure both in terms of preserving its integrity against damagethat may arise from the occurrence of physical faults of the equipment, and interms of preserving its integrity against attacks using malicious software orexploiting hardware flaws or features which may be flawed from a securitystandpoint/perspective;

4.1.9 The prevention of, protectionagainst and mitigation concerning of Data loss due to hardware failures orhuman error.

4.2 CLIENT warrants that it has allrights, including proprietary rights in relation to CLIENT's Data, such ascopyright, trademark and patent rights, trade secrets, etc.

4.3 If the Content includes applicationsthat allow for UGC ("user generated content") such as forums, blogs,chat rooms, and other interactive features, CLIENT shall assume soleresponsibility for all the actions of the End Users as if they were CLIENT’sown actions, whether they were taken with or without CLIENT's consent. CLIENTundertakes to act quickly to delete or block public access to illegalinformation or to information that might violate the rights of a third party,according to applicable laws or regulations.

4.4 Apart from the technical monitoringconducted at the level of BIGSTEP Services, according to which BIGSTEP mayintervene to remedy or prevent certain failures, BIGSTEP has no access andshall not interfere with the Content and shall not make any amendment thereto,except in Service Suspension situations, Emergency Intervention, and On-DemandInterventions. CLIENT is aware and accepts that the operation of certainprocedures, at the level of BIGSTEP Services, may involve certain technicalinterventions on the Content, for which CLIENT shall take full responsibility.BIGSTEP acknowledges and respects the ownership of CLIENT in relation to theContent, undertaking to refrain from any action that might jeopardize thesecurity and integrity thereof. In order to ensure a high level of security,BIGSTEP shall take reasonable steps to use security solutions in accordancewith internationally recognized standards in the industry. In addition to thesecurity measures provided by BIGSTEP, CLIENT shall maintain optimal securitysolutions, including encryption of the Content. CLIENT acknowledges and agreesthat the privacy obligations related to the Content are borne exclusively byCLIENT.

 

5. General

5.1 Conflict.  Where these Terms of Useexpressly conflict with the terms and conditions of another signed, writtenagreement between CLIENT and BIGSTEP, the terms and conditions of that otheragreement shall be controlling and shall supersede this TOU only to the extentof the conflict.

5.2 Non-standard service. If CLIENTrequests BIGSTEP to implement a certain configuration (hardware or software) orservices that are not included in the BIGSTEP offer, BIGSTEP may mark theconfiguration or service as "unacceptable", "non-standard","best effort", "reasonable efforts", "one- off","end of life", "no support" or any other similar term(referred to in this section as a "non-standard service"). BIGSTEPmay refuse to provide any guarantee in respect of a non-standard service.CLIENT agrees that BIGSTEP shall not be liable for any loss or damage arisingfrom the provision of a non-standard service. The BIGSTEP Service LevelAgreement (SLA) shall not apply to a non-standard service, or to services thatare adversely affected by the non-standard service. CLIENT agrees thatnon-standard services might not be compatible with other BIGSTEP services, suchas the backup or monitoring services.

5.3 Disclaimer of Warranty.  Except forthe warranties stipulated herein, all other warranties that may result are, tothe fullest extent permitted by law, excluded from this TOU.  BIGSTEP shall,under no circumstances whatever, be liable to CLIENT, whether in contract, tort(including negligence), breach of statutory duty, or otherwise, and whetherforeseeable by BIGSTEP, for any loss of profit, or any indirect orconsequential loss arising under or in connection with these Terms of Use orthe use of BIGSTEP Services.

5.4 BIGSTEP does not warrant theuninterrupted operation or the compatibility with all types of equipment orconfigurations of the software supplied with a non-exclusive license for theAgreement. "Software supplied with a non-exclusive license" shallmean any computer program or software made available to CLIENT during theAgreement and which is related to an additional feature or to managementapplications, but not limited thereto.

5.5 BIGSTEP does not guarantee that newresources shall always be available or that the supply of new resources orservices shall be done in a certain amount of time.

5.6 Indemnity.  CLIENT agrees toindemnify BIGSTEP and hold it harmless against any claim made by any thirdparty arising from CLIENT's use of the Services and against any loss (direct orindirect), costs, actions, suits, claims, expenses (including legal fees), lossof profit as a result of a breach by CLIENT of its obligations under thisAgreement or arising from any intentional or negligent act or omission ofCLIENT or of CLIENT's End-Users.  CLIENT shall provide BIGSTEP with all theinformation and assistance that are reasonably necessary for the defenseagainst or settlement of such claims.

 

Global Version 1.0: Last updated Friday, September 2, 2016