Last Updated 28th April 2020
Littledata may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. You should look at the terms regularly. Littledata will post notice of modifications to these terms at blog.littledata.io/terms/. Changes will not apply retroactively and will become effective no sooner than 14 days after they are posted. If You do not agree to the modified terms for the Service, You should discontinue Your use of Littledata. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Littledata, (ii) You accept updated terms online, or (iii) You continue to use the Service after Littledata has posted updates to the Agreement or to any policy governing the Service.
In consideration of the foregoing, the parties agree as follows:
“Confidential Information” includes any proprietary data and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five business days, reduced to writing and marked “confidential”. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party’s possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information.
“Customer Data” or means the data You collect, process or store about your end customers and authorize Littledata to process and send on to your chosen destination.
“Processing Software” means the server-side software and any upgrades, which processes the Customer Data and generates the Reports.
“Brand account” means the business unit by which we charge for Littledata’s services, including one or more stores or websites.
“Report” means the resulting analysis shown at app.littledata.io
“Software” means the Littledata website, apps and processing software.
“Platform fee” means a recurring fee payable to access the Software for the Brand account.
“Services” means all of services provided by Littledata to yourselves, including the Software and any additional services.
“Third Party” means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party’s behalf.
“Contract” means a Littledata “Services Agreement”, “Order Form”, statement(s) of work and/or similar written agreement(s) executed by and between You and Littledata, online agreement(s) to which You have agreed by way of clicking to accept, and/or any other written agreement between You and Littledata for the Services, and any supplements, addenda, exhibits, schedules, and any amendments and/or renewals to any of the foregoing.
For the Littledata platform (including all connections such as our Shopify apps) and any additional services you shall timely pay Littledata the Fees designated in the Contract(s). You agree to purchase the Services indicated in each applicable Contract for the Initial Term stated therein and any renewal terms. All recurring Fees (as applicable to the Contract(s) ) are due and payable in advance, and all non-recurring Fees (e.g. pursuant to statement(s) of work) are due and payable on the effective date of the order unless otherwise stated in a particular statement of work.
Fees not paid when due shall be subject to a late fee equal to the lesser of 1.5% of the unpaid balance per month or the highest monthly rate permitted by applicable law. Littledata may, with or without notice, suspend access to the Services and/or terminate the Contract(s) if You are delinquent in paying all or any portion of the Fees. In the event that a Contract is terminated prior to the end of the Term for any reason other than an uncured material breach by Littledata, all committed fees for the Term shall become immediately due and owing in full. In addition, You will be liable for any collection costs (including without limitation attorneys fees and other legal fees and expenses, collection agency fees and expenses, court costs, collection bonds, and reasonable staff costs at standard billing rates for time spent in efforts to collect) incurred by Littledata and/or its Agents to collect sums due and owing under the Contract(s).
After the Initial Term of a Contract or renewal thereof (as applicable), the Fees shall be subject to Littledata’s standard pricing changes. Changes in the volume of Customer Data sent to the Brand account may result in a change to the Platform Fee. Failure to make payment for any increased Platform Fee after a 7 day notice period may result in Littledata part-suspending your service, including but not limited to reducing the quality of data processing for your Brand account.
In the event of a major disruption to Littledata’s Processing Software that results in loss of Your Customer Data, or if we breach a Service-Level Agreement in Your Contract, You may claim for a partial refund of Platform Fees for the period of time during which processing was disrupted (as measured solely by Littledata).
3. Term and Termination
The term of a Trial Period shall be as determined by Littledata in its sole discretion. For monthly Contracts, the default trial period is 30 days. The term of all other Contracts shall be the initial committed term indicated in the Contract(s) (the “Initial Term”) and all renewals (collectively referred to herein as the “Term”). Each Annual Contract will automatically renew for consecutive terms unless either party terminates the applicable Contract effective as of the end of the then-current term by notifying the other party in writing or email at least thirty (30) days prior to the end of then-current term. Each Monthly Contract will automatically renew until payment is cancelled or notice is given by You to cease the Littledata services. Enterprise Plus Services are provided on quarterly basis, and so the minimum period of engagement is 3 months.
4. Member Account and Security
To register for the Service, You must complete the registration process by providing Littledata with permission to access various Third Party connections. You are solely responsible for any and all activities that occur under Your Account. You will notify Littledata immediately upon learning of any unauthorized use of Your Account or any other breach of security. Littledata’s (or its wholly-owned subsidiaries’) support staff may, from time to time, access your Google Analytics data or modify your setup in order to maintain or improve service, including to provide You assistance with technical issues.
We use your email to provide customer support, and infrequently promote new products and services to you (only from Littledata directly). You can opt out of these emails.
Neither party will use or disclose the other party’s Confidential Information without the other’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
Littledata will not share Your Customer Data with any third parties unless Littledata (i) has Your consent for sharing any Customer Data; (ii) provides Customer Data in an anonymised format in benchmarks for You and other subscribers to Littledata, and only in in a large enough aggregation (i.e. more than 10 Properties in a benchmark) so that Your Property performance cannot be inferred; (iii) concludes that it is required by law to do so; or (iv) provides Customer Data in certain limited circumstances to third parties to test new analytic methods or visualisations on Littledata’s behalf with strict restrictions that prevent the data from being used or shared except as directed by Littledata.
7. Publicity and Marketing
Littledata shall be permitted to line-list You as a customer and use Your standard logo for Littledata’s promotional and marketing use.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Littledata and its wholly owned subsidiaries, at Your expense, from any and all third-party claims brought against Littledata or any of its directors, employees or affiliates, and all related loss, liability or expense (including, reasonable attorneys’ fees and other litigation expenses) incurred by Littledata or any of its directors, employees or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to any Third Party; (v) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (vi) violations of Your obligations of privacy to any Third Party; and (vii) any claims with respect to acts or omissions of any Third Party in connection with the Service, the Software or Reports. Littledata will provide You with written notice of any claim, suit or action from which You must indemnify Littledata. You will cooperate as fully as reasonably required in the defense of any claim. Littledata reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
Littledata indemnifies You against all loss, liability or expense (including reasonable attorney and witness fees and expenses) arising out of any claim brought by a third party that the Software infringes upon intellectual property rights owned or controlled by the third party. In the event the Software is held or is believed by Littledata to infringe, Littledata will have the option, at its expense, to (a) modify the Software to be non-infringing or (b) obtain for you the right to continue using the Software. This indemnity is subject to the conditions that Littledata is notified of the claim and given the opportunity to control the defense and settlement.
9. Third Parties
If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Littledata to do so, then You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement, (b) Littledata may share with the Third Party any Customer Data that is specific to the Third Party’s Properties, and (c) You will not disclose Third Party’s Customer Data to any other party without the Third Party’s consent.
10. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, LITTLEDATA MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
11. Limitation of Liability
To the extent permitted by applicable law, neither Littledata or You will be liable for lost revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, caused by use of this Software, even if Littledata (or its subsidiaries and affiliates) have been advised of, knew or should have known that such damages were possible and even if direct damages do not satisfy a remedy.
12. Proprietary Rights Notice
The Service, which includes the Software and all Intellectual Property Rights therein are, and will remain, the property of Littledata. All rights in and to the Software not expressly granted to You in this Agreement are reserved and retained by Littledata and its licensors without restriction, including, Littledata’s (and its wholly owned subsidiaries’) right to sole ownership of the Software and Documentation. Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Service or Software outside of the scope of the license granted in this Agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the Software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the Software; (e) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Service for any purpose without the express written consent of Littledata; (f) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with Littledata (or its wholly owned subsidiaries) other than in the name of Littledata (or its wholly owned subsidiaries, as the case may be); (g) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Service; or (h) seek, in a proceeding filed during the term of this Agreement or for one year after such term, an injunction of any portion of the Service based on patent infringement.
13. Trademark Information; Copyrights
Littledata, the Littledata hummingbird mark, the Littledata word mark, and other product and service names are trademarks of Littledata Consulting Ltd (collectively, the “Littledata Marks”). You agree not to remove any Littledata Marks or any copyright notices that are contained within and/or affixed to the Services (or any portion thereof) provided to You. Except with respect to the foregoing, You agree not to display or use in any manner the Littledata Marks without Littledata’s prior written permission. All Content within the Littledata website and Services are: Copyright Littledata Consulting Ltd All rights reserved (as shall be deemed updated from year to year without need to amend these Terms of Service). Littledata is a registered trademark of Littledata Consulting Ltd in the United Kingdom.
Any notices to Littledata must be sent to: Littledata Consulting Ltd, Avon Lodge, Kintbury, Hungerford RG25 3AN, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights in this Agreement without Littledata’s prior written consent, and any such attempt is void. The relationship between Littledata and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 5, 8, 10, 11, 12, 13