Non-Exclusive License: Bigger Fish grants the client a non-exclusive, non-transferable license to use the automation for their internal business purposes. The client may not resell, distribute, or sublicense the automation.
Usage Restrictions: The client agrees not to reverse-engineer, modify, or use the automation for purposes outside the agreed scope of the project.
Updates and Maintenance: Updates or maintenance to the automation are not included in the license and will require additional fees as agreed upon in writing.
Termination of License: Bigger Fish reserves the right to disable the automation upon termination of the agreement.
Ownership of Outputs: The client retains ownership of any outputs generated by the automation, subject to applicable copyright laws, while Bigger Fish retains ownership of the underlying automation.
2. Client Responsibilities
Accuracy of Information: The client agrees to provide accurate, complete, and up-to-date information. Bigger Fish will not be responsible for delays or issues caused by inaccurate or incomplete information.
Timely Communication: The client agrees to respond to queries, provide approvals, and deliver required materials within agreed timelines to avoid project delays.
Compliance with Laws: The client is responsible for ensuring that any data or materials they provide comply with applicable laws and regulations, including intellectual property and data privacy laws.
Access to Systems: The client agrees to provide necessary access to their systems, platforms, or environments to enable Bigger Fish to perform the agreed services.
Third-Party Approvals: The client is responsible for obtaining any necessary third-party approvals, licenses, or permissions required for the project.
3. Secure Management of Client Data
Data Encryption: All client data will be encrypted both in transit and at rest to ensure security.
Access Controls: Access to client data will be restricted to authorized personnel only, using role-based permissions.
Data Retention Policy: Client data managed by solution components will be handled according to the component's policy. Bigger Fish will retain client master data for up to one year after the termination of the agreement, after which it will be securely deleted.
Compliance with Laws: Bigger Fish will comply with all applicable data privacy laws, including GDPR and CCPA, as relevant.
Data Breach Protocol: In the event of a data breach, Bigger Fish will notify the client within 72 hours of becoming aware of the breach. The notification will include details of the breach, the data affected, and steps being taken to mitigate the issue.
4. Limitation of Liability
Indirect Damages: Bigger Fish will not be liable for any indirect, incidental, or consequential damages, including but not limited to lost profits, business interruptions, or loss of data.
Endorsement of Automation Outputs: The client acknowledges that the automation solution is designed to operate independently in certain scenarios and may generate outputs that cannot be individually verified prior to dissemination. By approving the deployment of the automation solution, the client endorses its use and accepts responsibility for the outputs it generates, provided the solution operates within the agreed-upon parameters and scope. Bigger Fish will not be liable for any consequences arising from the client’s use of the outputs.
Client Responsibility: The client acknowledges that they are responsible for verifying the accuracy and appropriateness of AI-generated outputs before using them whenever possible.
Force Majeure: Bigger Fish will not be held liable for delays or failures caused by events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, or government actions.
5. Dispute Resolution
Mediation: In the event of a dispute, the parties agree to engage in good faith mediation before pursuing litigation. The costs of mediation will be shared equally by both parties.
Jurisdiction: Any disputes that cannot be resolved through mediation will be subject to the laws of the State of Maine, USA, and will be resolved in a court of competent jurisdiction in Maine.
6. Additional Clauses
Confidentiality: Both parties agree to keep all non-public information shared during the course of the agreement confidential and not disclose it to any third party without prior written consent, except as required by law.
Severability: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Entire Agreement: This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, or understandings.
Amendments: Bigger Fish reserves the right to modify this agreement. Clients will be notified of any amendments, and continued use of services will constitute acceptance of the updated terms.
