Terms and Conditions

1.Acceptance of Terms

These Terms and Conditions ("Terms") constitute a binding agreement between Bigfoot Analytics, Inc., a Delaware corporation with its principal place of business at 9 Glengarry Rd, Winchester, MA 01890, USA ("Bigfoot," "we," "us," or "our"), and the entity or individual accessing or using the Bigfoot platform or services ("Customer," "you," or "your").

By accessing or using the Bigfoot platform, executing an order form or statement of work that references these Terms, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity.

2.Description of the Service

Bigfoot operates a digital platform that applies artificial intelligence and causal inference methods to help Customer model, estimate, and predict outcomes from Customer's data ("Service"). Depending on the engagement, the Service may include AI-conducted or AI-assisted interviews with individuals Customer designates (such as its employees), together with analysis and reporting on the resulting data. The specific scope, deliverables, and any study- or project-specific terms for a given engagement will be set out in the applicable order form or statement of work, which is incorporated into these Terms by reference.

Predictions, estimates, and causal effect outputs generated by the Service are decision-support tools. Bigfoot does not guarantee the accuracy, completeness, or business outcome of any prediction, and Customer remains solely responsible for decisions made using Service outputs.

3.Studies and Professional Services

Where Customer engages Bigfoot to conduct a study (a defined set of interviews, analysis, and deliverables), the order form or statement of work will describe the participants, the interview approach, the deliverables, the timeline, acceptance criteria, and fees. Bigfoot will provide its standard participant notice and interview introduction; Customer is responsible for selecting participants and for any notices to, or consents from, participants that applicable law or Customer's policies require.

Deliverables are aggregated findings with direct identifiers removed, unless the order form says otherwise. Findings that could still identify an individual from context are handled as personal data under the Data Processing Agreement. Customer owns the delivered findings and may use them for its internal business purposes. Bigfoot retains ownership of its methods, models, interview designs, software, and know-how, including improvements to them that do not incorporate Customer Data. Outputs are not to be used to make decisions about individual participants, and Customer will not attempt to re-identify participants from aggregated findings.

4.Accounts and Eligibility

Where the engagement includes access to the platform, Customer must provide accurate registration information and keep it up to date. Customer is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under its account. Bigfoot must be notified promptly of any unauthorized use of an account.

5.Fees and Payment

Fees, billing frequency, and payment terms are set out in the applicable order form or statement of work. Unless stated otherwise, fees are quoted in U.S. dollars, are due within thirty (30) days of invoice date, and are non-refundable except as expressly provided in these Terms or the order form.

Bigfoot may suspend access to the Service for accounts with amounts more than fifteen (15) days past due, after written notice. Customer is responsible for any sales, use, value-added, or similar taxes associated with the engagement, other than taxes based on Bigfoot's net income.

6.Customer Data and Privacy

"Customer Data" means the data Customer, its authorized users, or its designated interview participants submit to the Service. As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Bigfoot a limited license to host, process, and use Customer Data solely to provide, maintain, secure, and support the Service and deliver the engagement, and as otherwise instructed by Customer, subject to the restriction on training AI models below.

Where Customer Data includes personal data subject to applicable data protection law, the parties' obligations are governed by Bigfoot's Data Processing Agreement, available at bigft.com/data-processing-agreement.html, which is incorporated into these Terms by reference.

No use of Customer Data to train AI models. Neither Bigfoot nor any sub-processor it uses to provide the Service will use Customer Data, including interview transcripts, recordings, or other individual response data, to train, retrain, or fine-tune any artificial intelligence or machine learning model, whether Bigfoot's own or a third party's. Bigfoot may use aggregated, de-identified operational data (such as feature usage or system performance metrics, which do not include the substance of Customer Data) to maintain, secure, and improve the non-model aspects of the Service.

7.Acceptable Use

Customer will not, and will not permit any third party to:

• reverse engineer, decompile, or attempt to derive the source code or underlying models of the Service, except to the extent such restriction is prohibited by applicable law;
• use the Service to build a competing product or service;
• upload data Customer does not have the right to share, or that violates the privacy or intellectual property rights of any third party;
• use the Service, or its outputs, in a manner that violates any applicable law, including laws governing automated decision-making, employment, or discrimination;
• attempt to gain unauthorized access to the Service, other accounts, or related systems; or
• interfere with or disrupt the integrity or performance of the Service.

8.Intellectual Property

Bigfoot and its licensors retain all right, title, and interest in and to the Service, including all underlying software, models, algorithms, interview methods, and documentation, and all intellectual property rights therein. Except for the limited rights expressly granted in these Terms or an order form, no other rights are granted to Customer. Bigfoot will not identify Customer as a customer in marketing materials without Customer's prior written consent.

9.Confidentiality

Each party may receive confidential or proprietary information of the other party ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to perform its obligations under these Terms, and to protect it using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than reasonable care. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was rightfully known prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

10.Service Availability and Support

Bigfoot will use commercially reasonable efforts to make the Service available on a continuous basis, except for scheduled maintenance and events beyond Bigfoot's reasonable control. Specific uptime commitments and support terms, if any, will be set out in an applicable order form or service level agreement.

11.Warranties and Disclaimers

Each party represents that it has the legal power to enter into these Terms. Except as expressly stated in these Terms, the Service is provided "as is" and "as available," and Bigfoot disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or usage of trade. Bigfoot does not warrant that the Service will be uninterrupted, error-free, or that any prediction or output will be accurate or fit for Customer's particular purpose.

12.Limitation of Liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to these Terms, even if advised of the possibility of such damages.

Except for (a) a party's indemnification obligations, (b) a party's breach of the confidentiality provisions, or (c) Customer's payment obligations, each party's total liability arising out of or related to these Terms will not exceed the total fees paid or payable by Customer to Bigfoot in the twelve (12) months preceding the event giving rise to the claim.

13.Indemnification

Bigfoot will defend Customer against any third-party claim alleging that the Service, as provided by Bigfoot and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify Customer for damages finally awarded, subject to Customer providing prompt notice, sole control of the defense, and reasonable cooperation.

Customer will defend and indemnify Bigfoot against any third-party claim arising from Customer Data, Customer's use of the Service in violation of these Terms, or Customer's violation of applicable law.

14.Term and Termination

These Terms remain in effect for as long as an order form or statement of work is in effect or Customer has an active subscription to the Service, unless terminated earlier as provided herein. Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

Upon termination, Customer's access to the Service will end, and Bigfoot will make Customer Data that it still retains available for export for up to thirty (30) days. Export availability does not extend the deletion deadline in the Data Processing Agreement; identifiable Customer Data is deleted on that deadline whether or not it has been exported.

15.Governing Law and Disputes

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in Massachusetts for any dispute arising out of or relating to these Terms.

16.Changes to These Terms

Bigfoot may update these Terms from time to time. Material changes will be communicated by posting an updated version on this page with a new "Last Updated" date, and, where required by law or an existing order form, by direct notice to Customer. Changes do not apply to an order form or statement of work in progress without Customer's written agreement. Otherwise, continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

17.General Provisions

Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets.

Force Majeure. Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control.

Notices. Notices under these Terms must be in writing and delivered to the addresses set out in the applicable order form or to Bigfoot at the address below.

Entire Agreement; Severability. These Terms, together with any order form or statement of work and the Data Processing Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on this subject. If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

18.Contact

Questions about these Terms can be directed to:

Bigfoot Analytics, Inc.
9 Glengarry Rd, Winchester, MA 01890, USA
Contracts: chatham@bigft.com
Privacy and security: privacy@bigft.com