BigID Marketplace Terms of Use

For use as standard terms where software is downloaded from Azure, AWS Marketplace, etc.

These Terms of Use (the "Terms") are a legally binding agreement between BigID Inc. ("BigID") and the individual who downloads BigID software from a commercial software marketplace operated by third parties such as Amazon Web Services or Microsoft Azure (each, the "Marketplace"). As used herein, " you" or "user" and their derivatives refers to both the individual downloading and using the BigID software available from the Marketplace (the "Software") and, if applicable, the entity on whose behalf an individual is accessing the Software. THESE TERMS REQUIRE THE USE OF ARBITRATION, NOT TRIAL BY A COURT OF LAW IN FRONT OF A JUDGE OR JURY, AS SET FORTH IN THE "DISPUTE RESOLUTION" PROVISION BELOW. You must be eighteen (or the age of majority in the territory from which you are accessing the Software) to use the Software. Your download and use of the Software indicates your acceptance of and agreement to comply with these Terms.

Commercial Agreements . If you are accessing the Software in your capacity as an employee or agent of an entity that has contracted for access to the Software, your use of the Software is subject to the agreement entered into between BigID and such entity (the "Master Agreement") to the extent the terms of such Master Agreement conflict with the terms of this Agreement. These Terms govern the use of the Software for all other Users.

License and Restrictions . The Software is licensed, not sold, to you. BigID grants you a nontransferable license to install a single copy of the Software on a machine in your environment or that you control for the sole purpose of evaluating the functionality of the Software , unless otherwise indicated in writing by BigID. You may not transfer, redistribute or sublicense the Software. You may not copy (except as permitted by these Terms), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent permitted by the licensing terms governing use of any open-sourced components included with the Software). You may not use the Software in violation of any applicable laws or these Terms. To the extent that the Software includes designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other similar content (collectively, "BigID Content"), such content is subject to the license and restrictions herein. Except as otherwise set forth in these Terms, as between the parties, BigID retains all right, title, and interest, including all intellectual property rights, in and to the Software and the BigID Content.

Privacy . To the extent that you share personal information about yourself or others with BigID in connection with your use of the Software, or if such information is made available to BigID through other means, BigID will store, use, and protect such information as set forth in our Privacy Policy available at https://bigid.com/privacy/.

Usage Information . BigID may collect and use information about your use of the Software, including certain types of information from and about your system. You agree that BigID may collect and use technical data and related information-including but not limited to technical information about your network, device and system software-that is gathered periodically to facilitate the provision of Software updates, support, and other services to you (if any) related to the Software. BigID may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.

Termination . These Terms are effective for so long as you use the Software, until terminated by you or BigID. Your rights under these Terms will terminate automatically if you fail to comply with any of its provisions. You may terminate these Terns by removing the Software from your environment and informing us of such removal via email to info@bigid.com. Upon any termination of these Terms by either party, you must immediately remove the Software and any components or copies thereof from your environment and confirm such removal via the email above.

Third Party Services . The Software may include links to software or services offered by other parties ("Third Party Services"). You agree that any use of Third Party Services is at your sole risk, that BigID is not responsible for examining or evaluating the content or accuracy of any Third Party Services, and that BigID will not be liable for Third Party Services. You will not use Third Party Services in any manner that is inconsistent with these Terms or that infringes the intellectual property or other rights of BigID or any third party.

Warranty Disclaimer . YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BIGID HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BIGID OR ITS AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON SOFTWARELICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT SOFTWARELY TO YOU.

Limitation of Liability . TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL BIGID BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF BIGID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT SOFTWARELY TO YOU. In no event will BigID's total liability to you for all damages (other than as may be required by Applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

Export Restrictions . You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

Government Use . The Software and related documentation 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 or 48 C.F.R. §227.7202, as Softwarelicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as Softwarelicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished rights reserved under the copyright laws of the United States.

Dispute Resolution

Generally. In the interest of resolving disputes between you and BigID in the most expedient and cost effective manner, you and BigID agree that any dispute arising out of or in any way related to these Terms or your use of the Software will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Software, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND BIGID ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Despite the provisions of the Section entitled "Generally" directly above, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.

Arbitrator. Any arbitration between you and BigID will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting BigID. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail or email (" Notice"). BigID's address for Notice is: 1 Pirates Cove, Mamaroneck, NY 10543 or legal@bigid.com. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or BigID may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or BigID must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, BigID will pay you the highest of the following: (A) the amount awarded by the arbitrator, if any; (B) the last written settlement amount offered by BigID in settlement of the dispute prior to the arbitrator's award; or (C) $1,000.

Fees. If you commence arbitration in accordance with these Terms, BigID will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse BigID for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

No Class Actions. YOU AND BIGID AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and BigID agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If BigID makes any future change to this arbitration provision, other than a change to BigID's address for Notice, you may reject the change by sending us written notice within 30 days of the change to BigID's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and BigID.

Enforceability. If the Section entitled "No Class Actions" is found to be unenforceable or if the entirety of this Arbitration provision is found to be unenforceable, then the entirety of this Arbitration provision will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described directly below will govern any action arising out of or related to these Terms or your use of the Service.

Choice of Law; Venue. These Terms will be governed and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. If a lawsuit or court proceeding is permitted under these Terms, then you and BigID agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located within New York, New York.

General.

Feedback. You hereby grant BigID a worldwide, perpetual, irrevocable, royalty-free right and license to use any ideas, suggestions, comments, recommendations, enhancement requests or other input provided by you about the Software to us in any form and in any way whatsoever.