TERMS OF SERVICE AGREEMENT
ACCEPTANCE OF TERMS
The following Terms of Service Agreement (the “TOS”) is a legally binding agreement that shall govern the relationship with our users and others which may interact or interface with bigSmall.io LLC, also known as bigSmall.io, located at 30 N Gould Street Suite #4112 Sheridan, WY 82801, and our subsidiaries and affiliates, in association with the use of the bigSmall.io website, which includes bigSmall.io (the “Site”) and its Services, which shall be defined below.
DESCRIPTION OF WEBSITE SERVICES OFFERED
The Site is an e-commerce website which has the following description:
To facilitate micro-consulting between experts and clients.
Any and all visitors to our site, despite whether they are registered or not, shall be deemed as “users” of the herein contained Services provided for the purpose of this TOS. Once an individual registers for our Services, through the process of creating an account, the user shall then be considered a “member.”
The user and/or member acknowledges and agrees that the Services provided and made available through our website and applications, which may include some mobile applications and that those applications may be made available on various social media networking sites and numerous other platforms and downloadable programs, are the sole property of bigSmall.io. At its discretion, bigSmall.io may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to any and all additional Services and/or products and any and all updated, modified or revised Services unless otherwise stipulated. bigSmall.io does hereby reserve the right to cancel and cease offering any of the aforementioned Services and/or products. You, as the end user and/or member, acknowledge, accept and agree that bigSmall.io shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products. Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications shall constitute your acceptance of such updates, changes and/or modifications, and as such, frequent review of this Agreement and any and all applicable terms and policies should be made by you to ensure you are aware of all terms and policies currently in effect. Should you not agree to the updated, modified, revised or modified terms, you must stop using the provided Services. Furthermore, the user and/or member understands, acknowledges and agrees that the Services offered shall be provided “AS IS” and as such bigSmall.io shall not assume any responsibility or obligation for the timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.
To register and become a “member” of the Site, you must be 18 years of age to enter into and form a legally binding contract. In addition, you must be in good standing and not an individual that has been previously barred from receiving bigSmall.io’s Services under the laws and statutes of the United States or other applicable jurisdiction. Furthermore, the registering party hereby acknowledges, understands and agrees to:
furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
maintain and promptly update your registration and account information in an effort to maintain accuracy and completeness at all times.
agree that clicking “Agree and Sign” on any document constitutes a digital signature of that document.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, bigSmall.io will have sufficient grounds and rights to suspend or terminate the member in violation of this aspect of the Agreement, and as such refuse any and all current or future use of bigSmall.io Services, or any portion thereof.
It is bigSmall.io’s priority to ensure the safety and privacy of all its visitors, users and members, especially that of children. Therefore, it is for this reason that the parents of any child under the age of 13 that permit their child or children access to the bigSmall.io website platform Services do so under the parent or legal guardian’s account and always under the parent or legal guardian’s direct and constant supervision. By doing so, the parent or legal guardian is is thereby granting permission for his/her child or children to access the various Services provided, including, but not limited to, message boards, email, and/or instant messaging. It is the parent’s and/or legal guardian’s responsibility to determine whether any of the Services and/or content provided are age-appropriate for his/her child.
MEMBER ACCOUNT, USERNAME, PASSWORD AND SECURITY
After completion of the registration data and creation of your username, you will receive a random password—which you can later change—and account designation. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It shall be your responsibility to notify bigSmall.io immediately if you notice any unauthorized access or use of your account or password or any other breach of security. bigSmall.io shall not be held liable for any loss and/or damage arising from any failure to comply with this term and/or condition of the TOS.
As a member of the Site, you herein acknowledge, understand and agree that all information, text, software, data, photographs, music, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, is the expressed sole responsibility of the individual from whom the content originated. In short, this means that you are solely responsible for any and all content posted, uploaded, emailed, transmitted or otherwise made available by way of bigSmall.io Services, and as such, we do not guarantee the accuracy, integrity or quality of such content. It is expressly understood that by use of our Services, you may be exposed to content including, but not limited to, any errors or omissions in any content posted, and/or any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available by bigSmall.io.
Furthermore, you herein agree not to make use of bigSmall.io’s Services for the purpose of:
- uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
- causing harm to minors in any manner whatsoever;
- impersonating any individual or entity, including, but not limited to, any bigSmall.io officials, forum leaders, guides or hosts or falsely stating or otherwise misrepresenting any affiliation with an individual or entity;
- forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
- uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
- uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
- uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, “junk mail,” “spam,” or any other form of solicitation, except in any such areas that may have been designated for such purpose;
- uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
- disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users’ ability to participate in any real time interactions;
- interfering with or disrupting any bigSmall.io Services, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any device software and/or routine to bypass the robot exclusion headers;
- intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange, that would include without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
- providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a “foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act;
- “stalking” or with the intent to otherwise harass another individual; and/or
- collecting or storing of any personal data relating to any other member or user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
bigSmall.io herein reserves the right to pre-screen, refuse and/or delete any content currently available through our Services. In addition, we reserve the right to remove and/or delete any such content that would violate the TOS or which would otherwise be considered offensive to other visitors, users and/or members.
bigSmall.io herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
- compliance with any legal process;
- enforcement of the TOS;
- responding to any claim that therein contained content is in violation of the rights of any third party;
- responding to requests for customer service; or
- protecting the rights, property or the personal safety of bigSmall.io, its visitors, users and members, including the general public.
bigSmall.io herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by bigSmall.io or any other content providers supplying content services to bigSmall.io. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.
Upon registration, you hereby acknowledge that by using bigSmall.io to send electronic communications, which would include, but are not limited to, email, searches, instant messages, uploading of files, photos and/or videos, you will be causing communications to be sent through our computer network. Therefore, through your use, and thus your agreement with this TOS, you are acknowledging that the use of this Service shall result in interstate transmissions.
CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE
Due to the global nature of the internet, through the use of our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Through the use of our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), International Traffic in Arms Regulations (https://www.pmddtc.state.gov/regulations_laws/itar.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:
- are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;
- agree not to transfer any software, technology or any other technical data through the use of our network Services to any export-prohibited country;
- agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and
- agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.
CONTENT PLACED OR MADE AVAILABLE FOR COMPANY SERVICES
bigSmall.io shall not lay claim to ownership of any content submitted by any visitor, member or user, or make such content available for inclusion on our website Services. Therefore, you hereby grant and allow for bigSmall.io the below listed worldwide, royalty-free and non-exclusive licenses, as applicable:
- The content submitted or made available for inclusion on the publicly accessible areas of bigSmall.io’s sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services is for the sole purpose of providing and promoting the specific area to which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of bigSmall.io’s sites, and shall terminate at such time when you elect to discontinue your membership.
- Photos, audio, video and/or graphics submitted or made available for inclusion on the publicly accessible areas of bigSmall.io’s sites, the license provided to permit to use, distribute, reproduce, modify, adapt, publicly perform and/or publicly display said Content on our network Services are for the sole purpose of providing and promoting the specific area in which this content was placed and/or made available for viewing. This license shall be available so long as you are a member of bigSmall.io’s sites and shall terminate at such time when you elect to discontinue your membership.
- For any other content submitted or made available for inclusion on the publicly accessible areas of bigSmall.io’s sites, the continuous, binding and completely sub-licensable license which is meant to permit to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display said content, whether in whole or in part, and the incorporation of any such Content into other works in any arrangement or medium current used or later developed.
Those areas which may be deemed “publicly accessible” areas of bigSmall.io’s sites are those such areas of our network properties which are meant to be available to the general public, and which would include message boards and groups that are openly available to both visitors and members. However, those areas which are not open to the public, and thus available to members only, would include our mail system and instant messaging.
CONTRIBUTIONS TO COMPANY WEBSITE
bigSmall.io provides an area for our users and members to contribute feedback to our website. When you submit ideas, documents, suggestions and/or proposals (“Contributions”) to the public portions of our site, you acknowledge and agree that:
- your Contributions do not contain any type of confidential or proprietary information;
- bigSmall.io shall not be liable or under any obligation to ensure or maintain confidentiality, expressed or implied, related to any Contributions;
- bigSmall.io shall be entitled to make use of and/or disclose any such Contributions in any such manner as they may see fit;
- the contributor’s Contributions shall automatically become the sole property of bigSmall.io; and
- bigSmall.io is under no obligation to either compensate or provide any form of reimbursement in any manner or nature.
All users and/or members herein agree to insure and hold bigSmall.io, our subsidiaries, affiliates, agents, employees, officers, partners and/or licensors blameless or not liable for any claim or demand, which may include, but is not limited to, reasonable attorney fees made by any third party, which may arise from any content a member or user of our site may submit, post, modify, transmit or otherwise make available through our Services, the use of bigSmall.io Services or your connection with these Services, your violations of the Terms of Service and/or your violation of any such rights of another person.
COMMERCIAL REUSE OF SERVICES
The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to bigSmall.io’s sites.
USE AND STORAGE GENERAL PRACTICES
You herein acknowledge that bigSmall.io may set up any such practices and/or limits regarding the use of our Services, without limitation of the maximum number of days that any email, message posting or any other uploaded content shall be retained by bigSmall.io, nor the maximum number of email messages that may be sent and/or received by any member, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on bigSmall.io’s servers on the member’s behalf, and/or the maximum number of times and/or duration that any member may access our Services in a given period of time. In addition, you also agree that bigSmall.io has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period of time. Furthermore, bigSmall.io shall reserve the right to modify, alter and/or update these general practices and limits at our discretion.
Any messenger service, which may include any web-based versions, shall allow you and the individuals with whom you communicate with the ability to save your conversations in your account located on bigSmall.io’s servers. In this manner, you will be able to access and search your message history from any computer with internet access. You also acknowledge that others have the option to use and save conversations with you in their own personal account on bigSmall.io. It is your agreement to this TOS which establishes your consent to allow bigSmall.io to store any and all communications on its servers.
bigSmall.io shall reserve the right at any time it may deem fit, to modify, alter and or discontinue, whether temporarily or permanently, our service, or any part thereof, with or without prior notice. In addition, we shall not be held liable to you or to any third party for any such alteration, modification, suspension and/or discontinuance of our Services, or any part thereof.
As a member of bigSmall.io, you may cancel or terminate your account, associated email address and/or access to our Services by clicking the “Cancel my Account” button on the website. You agree that while your profile may be removed from public access, bigSmall.io will keep a record of your financial transactions as necessary for legal and tax reasons.
As a member, you agree that bigSmall.io may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
- any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;
- by way of requests from law enforcement or any other governmental agencies;
- the discontinuance, alteration and/or material modification to our Services, or any part thereof;
- unexpected technical or security issues and/or problems;
- any extended periods of inactivity;
- any engagement by you in any fraudulent or illegal activities; and/or
- the nonpayment of any associated fees that may be owed by you in connection with your bigSmall.io account Services.
Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
The termination of your account with bigSmall.io shall include any and/or all of the following:
- the removal of any access to all or part of the Services offered within bigSmall.io;
- disabling the public access to your account and other information stored on the site;
- retention of your transaction information for archive purposes and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
- the barring of any further use of all or part of our Services.
Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that bigSmall.io shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or as a result of the presence of such advertisers on our website.
Either bigSmall.io or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third party sites or resources. Furthermore, you acknowledge and agree that bigSmall.io shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or in connection with the use of or the reliance on any such content, goods or Services made available on or through any such site or resource.
You do hereby acknowledge and agree that bigSmall.io’s Services and any essential software that may be used in connection with our Services (“Software”) shall contain proprietary and confidential material that is protected by applicable intellectual property rights and other laws. Furthermore, you herein acknowledge and agree that any Content which may be contained in any advertisements or information presented by and through our Services or by advertisers is protected by copyrights, trademarks, patents or other proprietary rights and laws. Therefore, except for that which is expressly permitted by applicable law or as authorized by bigSmall.io or such applicable licensor, you agree not to alter, modify, lease, rent, loan, sell, distribute, transmit, broadcast, publicly perform and/or created any plagiaristic works which are based on bigSmall.io Services (e.g. Content or Software), in whole or part. bigSmall.io herein has granted you personal, non-transferable and non-exclusive rights and/or license to make use of the object code or our Software on a single computer, as long as you do not, and shall not, allow any third party to duplicate, alter, modify, create or plagiarize work from, reverse engineer, reverse assemble or otherwise make an attempt to locate or discern any source code, sell, assign, sublicense, grant a security interest in and/or otherwise transfer any such right in the Software. Furthermore, you do herein agree not to alter or change the Software in any manner, nature or form, and as such, not to use any modified versions of the Software, including and without limitation, for the purpose of obtaining unauthorized access to our Services. Lastly, you also agree not to access or attempt to access our Services through any means other than through the interface which is provided by bigSmall.io for use in accessing our Services.
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
a) THE USE OF bigSmall.IO SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN “AS IS” AND/OR “AS AVAILABLE” BASIS. bigSmall.IO AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b) bigSmall.IO AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICESNSORS MAKE NO SUCH WARRANTIES THAT (i) bigSmall.IO SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) bigSmall.IO SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE bigSmall.IO SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAIN BY WAY OF bigSmall.IO SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
d) NO ADVICE AND/OR INFORMATION, DESPITE WETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM bigSmall.IO OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISON, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
LIMITATION OF LIABILITY
YOU EXPLICITY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT bigSmall.IO AND OUR SUBISDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, ASSIGNS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGILBE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:
- THE USE OR INABILITY TO USE OUR SERVICE;
- THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
- UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
- STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
- AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.
SPECIAL ADMONITION RELATED TO FINANCIAL MATTERS
Should you intend to create or to join any service, receive or request any such news, messages, alerts or other information from our Services concerning companies, stock quotes, investments or securities, please review the above Sections Warranty Disclaimers and Limitations of Liability again. In addition, for this particular type of information, the phrase “Let the investor beware” is appropriate. bigSmall.io’s content is provided primarily for informational purposes, and no content that shall be provided or included in our Services is intended for trading or investing purposes. bigSmall.io and our licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted and/or made available by way of our Services, and shall not be responsible or liable for any trading and/or investment decisions based on any such information.
EXCLUSION AND LIMITATIONS
THERE ARE SOME JURISDICTIONS WHICH DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS OF SECTIONS WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.
THIRD PARTY BENEFICIARIES
You herein acknowledge, understand and agree, unless otherwise expressly provided in this TOS, that there shall be third-party beneficiaries to this agreement.
bigSmall.io may furnish you with notices, including those with regards to any changes to the TOS, including but not limited to email, regular mail, MMS or SMS, text messaging, postings on our website Services, or other reasonable means currently known or any which may be herein after developed. Any such notices may not be received if you violate any aspects of the TOS by accessing our Services in an unauthorized manner. Your acceptance of this TOS constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed our Services in an authorized manner.
You herein acknowledge, understand and agree that all of the bigSmall.io trademarks, copyright, trade name, service marks, and other bigSmall.io logos and any brand features, and/or product and service names are trademarks and as such, are and shall remain the property of bigSmall.io. You herein agree not to display and/or use in any manner the bigSmall.io logo or marks.
COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS NOTICE & PROCEDURES
bigSmall.io will always respect the intellectual property of others, and we ask that all of our users to the same. With regards to appropriate circumstances and at its sole discretion, bigSmall.io may disable and/or terminate the accounts of any user who repeatedly violates our TOS and/or infringes the rights of others. If you feel that your work has been duplicated in such a way that would constitute copyright infringement, or if you believe your intellectual property rights have been otherwise violated, you should provide to us the following information:
- The electronic or the physical signature of the individual that is authorized on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you believe has been infringed upon;
- A description of the location of the site which you allege has been infringing upon your work;
- The physical address, telephone number, and email address;
- A statement, in which you state that the alleged and disputed use of your work is not authorized by the copyright owner, its agents or the law;
- And finally, a statement, made under penalty of perjury, that the aforementioned information in your notice is the truth and accurate, and that you are the copyright or intellectual property owner, representative or agent authorized to act on the copyright or intellectual property owner’s behalf.
The bigSmall.io Agent for notice of claims of copyright or other intellectual property infringement can be contacted as follows:
Attn: Copyright Agent Email: support@bigSmall.io
BE IT KNOWN, that bigSmall.io complies with all applicable Federal Communications Commission rules and regulations regarding the closed captioning of video content. We do not show our content on TV. For more information, please visit the FCC website (https://www.fcc.gov/consumers/guides/captioning-internet-video-programming).
This TOS constitutes the entire agreement between you and bigSmall.io and shall govern the use of our Services, superseding any prior version of this TOS between you and us with respect to bigSmall.io Services. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other bigSmall.io Services, affiliate Services, third-party content or third-party software.
CHOICE OF LAW AND FORUM
It is at the mutual agreement of both you and bigSmall.io with regard to the TOS that the relationship between the parties shall be governed by the laws of the state of Texas without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the TOS, or the relationship between you and bigSmall.io, shall be filed within the courts having jurisdiction within the County of Travis, Texas or the U.S. District Court located in said state. You and bigSmall.io agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
WAIVER AND SEVERABILITY OF TERMS
At any time, should bigSmall.io fail to exercise or enforce any right or provision of the TOS, such failure shall not constitute a waiver of such right or provision. If any provision of this TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.
NO RIGHT OF SURVIVORSHIP
You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.[BF21]
STATUTE OF LIMITATIONS
You acknowledge, understand and agree that regardless of any statute or law to the contrary, any claim or action arising out of or related to the use of our Services or the TOS must be filed within 2 year(s) after said claim or cause of action arose or shall be forever barred.
Please report any and all violations of this TOS to bigSmall.io as follows:
USE OF THE bigSmall.io STANDARD CONSULTING AGREEMENT
All users and members agree to use the following bigSmall.io Standard Consulting Agreement as the exclusive agreement under which consulting services shall be offered or accepted on any bigSmall.io platform.
Whereas bigSmall.io intends to facilitate micro-consulting between consultants (the “Expert” herein) and persons interested in obtaining micro-consulting services on the bigSmall.io platform (the “Client” herein).
Whereas Clients and Experts desire a simple, fair, and reliable standard consulting agreement to facilitate consultations in a quick, efficient manner.
Therefore, bigSmall.io, Client, and Expert agree to be bound as follows by this bigSmall.io Standard Consulting Agreement (the “Agreement” herein):
By clicking the “Pay and Connect” or similarly styled button feature on an Expert’s expert.bigsmall.io profile page (the “Profile” herein), Client agrees to all terms, conditions, duties, and obligations of this Agreement owed to Expert and bigSmall.io.
By clicking “Start Now” or similarly styled button feature associated with a Client’s request for Services as defined below, Expert agrees to all terms, conditions, duties, and obligations of this Agreement owed to Client and bigSmall.io.
During the term of this Agreement, Expert will provide consulting services to the Client as follows:
Expert will act as consultant and advise Client. Expert and Client agree that any consultation provided by Expert, whether in writing or orally, is purely advisory and that there is no guarantee of any particular result from the consultation. Expert shall not provide any legal, financial, investment, or medical advice using the bigSmall.io platform. Expert shall not offer or agree to accept any services that may create a fiduciary relationship with Client.
Expert and Client may, from time to time, mutually agree to the provision of additional, non-consulting services, which may be invoiced through the bigSmall.io platform according to the terms below.
As consideration for the Services and other obligations to be provided by Expert and bigSmall.io, all parties agree to the following rate and invoicing terms:
a. Fees: Client agrees to pay hourly rates for Services and Line Items for Expert’s Services as follows:
- “Office Hours” and “Business Hours” shall be a terms of hours during which Experts make best efforts to be available to clients. Experts may or may not be available during these hours, and may be available but unable to help a client with their particular request. “Office Hours” are times the Expert intends to put full attention on Client requests. “Business Hours” are times the Expert may be working on other responsibilities, but intends to be available for interruptions by clients’ Priority Requests.
- “Callback” shall mean the Client’s request is queue to be handled when the Expert is available, during or outside “Office Hours”.
- “Priority Request” shall mean the Client’s request is queued before Callbacks, and Experts are sent email and phone alerts during Business Hours. Accepting and offering Priority Requests is optional.
- “Emergency Request” shall mean a request that alerts Experts at all hours. Accepting and offering Emergency Requests is optional.
- “Request Timeout” shall mean the change from Priority/Emergency Request to Callback, if an expert does not help a client in 45 minutes.
- “Request Upgrade” shall mean the Client chose to change their request from a Callback to a Priority or Emergency Request, by clicking on a button labeled “Upgrade to Priority” or similar.
- “Reception” shall mean a web page where Clients and Experts meet to start their consultation. Experts find Reception in their Dashboard. Clients are emailed a link to Reception, when they create their request, and when “Invited”.
- “Invitation” shall mean an email or other alert sent to Client with a link to Reception. Clients with open requests may be emailed, during daytime hours for their timezone, with an invitation to meet an Expert in Reception.
- “Cancellation” shall mean a client rescinds their request. “Callbacks” may be cancelled at any time, before the conference starts. Priority/Emergency Requests must wait until “Request Timeout” to be cancelled.
- “Conference Amount” shall be the money owed for time spent with the expert in conference, and computed by multiplying the number or fraction of hours billed by the applicable rate of the request.
- “Line Item” shall mean any additional good or service except Conference Amount provided to client, by way of example, graphic design work or debugging code.
- “Discount” shall mean any discount Expert gives to Client when presenting the invoice.
- “Fees” shall mean the Conference Amount plus any Line Item.
ii. Client agrees to pay the Conference Amount for Expert’s services at the applicable hourly rates displayed when they clicked “Connect and Pay”.
- iii. Client acknowledges that rates will change if client chooses to “Request Upgrade”. If an Expert does not conference with the Client before a “Request Timeout”, the request and rates will be changed to a Callback.
- iv. Client and Expert agree to a quarter-hour minimum for all Services.
- v. Experts may at their discretion add Line Items” of goods and services to an invoice. Clients may agree to any line item by clicking “Yes, I want this”. Any line items not agreed to are declined. Line Items are excluded from the bigSmall.io Guarantee or refunds.
b. Invoicing: Client and Expert agree to send, receive, and promptly pay invoices for Fees subject to the bigSmall.io Guarantee through the bigSmall.io platform using Stripe merchant services. All invoices are due and payable immediately.
c. bigSmall.io Guarantee: If for any reason, Client is not completely satisfied with the Services provided, Client may request a refund of no more than 30 minutes of fees at the Rate Client paid. This guarantee excludes Line Items.
d. Refunds: To claim a refund according to this guarantee, Client must pay the full amount of the invoice and notify bigSmall.io by clicking “Request a Refund” on Client’s receipt, and following the instructions, including the amount of the refund requested, the name of the Expert consulted and a brief description of the reason for requesting a refund. Upon such a request, bigSmall.io shall issue the refund within 7 days of the first business day following the request for refund. bigSmall.io reserves the right, in its sole discretion, to refuse future offers of Services under this Agreement for abuse of this guarantee. bigSmall.io may at its sole discretion refund Client using Expert’s account. bigSmall.io issuing a refund does not reflect on the merit of Client’s dispute or remove Client’s obligation to compensate Expert for legitimate Services rendered in excess of 30 minutes of consultation, or for Line Items.
e. Division of Fees: Expert and bigSmall.io agree that bigSmall.io will be paid a percent of all Fees for Services, as described on the pricing page, or the expert’s account page. For the purposes of calculating bigSmall.io’s fees, Expert’s Discount is first applied to the Line Item amount, then to the Conference amount. bigSmall.io and Expert agree to use Stripe Merchant Services (https://stripe.com/) for all invoice payment process. Expert will receive the Fees at Expert’s Stripe account and payment will be made from Expert’s account to bigSmall.io for bigSmall.io’s portion of Fees. bigSmall.io will pay all merchant services charges from its portion of Fees. Expert agrees to grant bigSmall.io access to its Stripe account, and to execute any authorizations necessary to its Stripe account for the sole purpose of effectuating taking Payment, giving Refunds, disputing Chargebacks, correct errors, and this Division of Fees. bigSmall.io and Expert agree to abide by Stripe’s terms of service (https://stripe.com/us/terms) at all times.
- i. Taxes: Expert warrants to bigSmall.io that it has sufficient knowledge of its tax obligations to accept payment under this Agreement. Expert shall be solely responsible for withholding the correct amount for federal, state, and local sales and income taxes as appropriate for Expert’s jurisdiction. Expert agrees to indemnify bigSmall.io against any tax liability it may incur by providing services under this agreement.
- ii. Guarantee: Expert agrees to authorize bigSmall.io use its Stripe account to administer the bigSmall.io Guarantee and to correct invoicing errors.
- iii. Refunds: bigSmall.io may, at its sole discretion make refunds to Client from Expert’s account.
4. Method of Service and Term of Relationship
The Expert, Client, and bigSmall.io all agree that all Services provided under this agreement shall be provided exclusively through the bigSmall.io platform. Expert shall be solely responsible for determining the method, details and means of performing the Services. The Term of the Relationship shall mean the time and only the time the Expert and Client are engaged in consultation on the bigSmall.io platform. Expert and Client may, at their sole discretion, and without any conflict of interest, agree to consulting services outside of the bigSmall.io platform.
a. Protection of Information. Expert understands that the Client intends to provide Expert with information, including Confidential Information (as defined below), without which Expert would not be able to perform Expert’s Services to the Client. Expert agrees, at all times during the term of the Relationship and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Client to the extent necessary to perform the Services, and not to disclose to any person, firm, corporation or other entity, without written authorization from the Client in each instance, any Confidential Information that Expert obtains from the Client until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Expert or of others who were under confidentiality obligations as to the item or items involved. Expert further agrees not to make copies of such Confidential Information except as authorized by the Client.
b. Confidential Information. Expert understands that “Confidential Information” means information and physical material not generally known or available outside the Client and information and physical material entrusted to the Client in confidence by third parties. Confidential Information includes, without limitation: (i) Client Inventions (as defined below); and (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and Experts of the Client (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and experts), lists of, or information relating to, suppliers and customers (including, but not limited to, customers of the Client on whom Expert called or with whom Expert became acquainted during the Relationship), price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to Expert by the Client either directly or indirectly, whether in writing, electronically, orally, or by observation.
c. Third Party Information. Expert’s agreements in this Section 3 are intended to be for the benefit of the Client and any third party that has entrusted information or physical material to the Client in confidence. Expert further agrees that, during the term of the Relationship and thereafter, Expert will not improperly use or disclose to the Client any confidential, proprietary or secret information of Expert’s former clients or any other person, and Expert agrees not to bring any such information onto the Client’s property or place of business.
d. Assignment of Inventions. bigSmall.io and Expert agrees that all right, title, and interest in and to any copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, authored, invented, developed or reduced to practice by Client, solely or in collaboration with others, during the term of this Agreement which arises out of, or in connection with, performing the Services under this Agreement and any copyrights, patents, trade secrets, mask work rights or other intellectual property rights relating to the foregoing (collectively, “Inventions”), are the sole property of the Client and hereby irrevocably assigns fully to the Client all right, title and interest in and to the Inventions.
e. Pre-Existing Materials. bigSmall.io and Expert agree that if, in the course of performing the Services, Expert incorporates into any Invention or utilizes in the performance of the Services any pre-existing invention, discovery, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Expert or in which Expert has an interest (“Prior Inventions”), the Client is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions to the extent and only to the extent such Prior Inventions are necessary to and incorporated into an Invention, as defined by this agreement, or any derivative thereof. Expert will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Invention without Client’s prior written permission.
f. Moral Rights. Any assignment to the Client of Inventions includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Expert hereby waives and agrees not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.
g. Recording and Display. Neither party has permission to record or display video from the session. Permission must be given by all parties in writing (completely separate from bigSmall.io), and compliant with any applicable laws.
h. Written Agreements. The services offered during the consultation are information and advice. Any promises or agreements spoken or typed in chat must be formalized in writing. Without a clear written agreement signed by both parties, such obligations or promises were considered, but not mutually accepted. Such an agreement is not part of this Terms of Service, and does not involve bigSmall.io.
6. Independent Contractor
Expert’s relationship with the Client will be that of an independent contractor and not that of an employee. Expert acknowledges and agrees that Expert and its Assistants have no authority to enter into contracts that bind the Client or create obligations on the part of the Client. Expert acknowledges and agrees that Expert and its Assistants shall not be eligible for any Client employee benefits and, to the extent Expert otherwise would be eligible for any Client employee benefits but for the express terms of this Agreement, Expert (on behalf of itself and its employees) hereby expressly declines to participate in such Client employee benefits. Expert shall have full responsibility for applicable withholding taxes for all compensation paid to Expert or its Assistants under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Expert’s self-employment, sole proprietorship or other form of business organization, and with respect to the Assistants, including state worker’s compensation insurance coverage requirements and any U.S. immigration visa requirements. Expert agrees to indemnify, defend and hold the Client harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Client by the relevant taxing authorities with respect to any compensation paid to Expert or its Assistants.
7. Conflicts with this Agreement
Expert represents and warrants that neither Expert nor any of the Assistants is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Expert represents and warrants that Expert’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by Expert in confidence or in trust prior to commencement of this Agreement. Expert warrants that Expert has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Expert has gained from third parties, and which Expert discloses to the Client or uses in the course of performance of this Agreement, without liability to such third parties. Expert will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.
8. Damages and Indemnity
a. Limitation of Damages. Unless the result of gross negligence, willful misconduct, or a violation of the Confidential Information clause of Section 4 herein, the liability of either Expert or Client to the other for any type of damages is limited to the amount of the total Fees under this agreement.
b. Indemnification of bigSmall.io. Expert and Client shall fully indemnify, hold harmless and defend (collectively “indemnify” and “indemnification”) bigSmall.io and its directors, officers, employees, agents, assigns, stockholders and Affiliates (collectively, “Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to (1) any breach of any representation or warranty of Expert or Client contained in this Agreement, (2) any breach or violation of any covenant or other obligation or duty of bigSmall.io under this Agreement or under applicable law. In each case whether or not caused by the negligence of bigSmall.io or any other Indemnified Party and whether or not the relevant Claim has merit.
c. Limitations. UNLESS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT, bigSmall.io MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING THE QUALITY, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR RESULTS TO BE OBTAINED FOR THE SERVICES PERFORMED OR GOODS PRODUCED OR CREATED THEREBY PURSUANT TO THIS AGREEMENT.
a. Governing Law. The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the state of Texas, without giving effect to principles of conflicts of law.
b. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
c. Amendments and Waivers. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
d. Successors and Assigns. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Client may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Client.
e. Notices. Any notice shall be sent through an on-line or electronic system established and maintained by the bigSmall.io or a third party designated by the bigSmall.io.
f. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
g. Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
h. Electronic Delivery. bigSmall.io, Client, and Expert hereby consent to (i) conduct business electronically (ii) receive all documents and notices by electronic delivery and (iii) sign documents electronically and agree to participate through an on-line or electronic system established and maintained by the bigSmall.io or a third party designated by the bigSmall.io. bigSmall.io, Client, and Expert each specifically consent to be bound by this Agreement electronically by clicking “Pay and Connect” or “Start Now” or other similarly styled button feature intended to request or initiate Services.