Terms of Service

These Terms of Service (“Agreement”) govern your use of Basedash’s services and related features, functionality, and content (collectively, the “Service”). By accessing or using the Service, you (“Customer”) agree to be bound by this Agreement. If you do not agree to these Terms, do not use the Service.

If Customer has entered into a separate written cloud services agreement with Basedash, that agreement shall govern and supersede these Terms of Service in their entirety.

For purposes of this Agreement, “Basedash,” “we,” “our” or “us” means Basedash Inc., and “Customer,” “you” or “your” mean you, the customer that is purchasing, creating and administering access to Service pursuant to this Agreement.

1. Service

1.1 Access and Use During the Subscription Period and subject to the terms of this Agreement, Customer may (a) access and use the Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Service, in each case, for its internal business purposes. If a Customer Affiliate enters a separate agreement with Basedash, the Customer’s Affiliate creates a separate agreement between Basedash and that Affiliate, where Basedash’s responsibility to the Affiliate is individual and separate from Customer and Customer is not responsible for its Affiliates’ agreement.

1.2 User Accounts Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Basedash if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.3 Feedback and Usage Data Customer may, but is not required to, give Basedash Feedback, in which case Customer gives Feedback “AS IS”. Basedash may use all Feedback freely without any restriction or obligation. In addition, Basedash may collect and analyze Usage Data, and Basedash may freely use Usage Data to maintain, improve, enhance, and promote Basedash’s products and services without restriction or obligation. However, Basedash may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.

1.4 Customer Content Basedash may copy, display, modify, and use Customer Content only as needed to provide and maintain the Service and related offerings. Customer is responsible for the accuracy and content of Customer Content.

1.5 Machine Learning Service features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

2. Restrictions & Obligations

2.1 Restrictions on Customer Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Service (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Service; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Service; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Service; (vi) access accounts, information, data, or portions of the Service to which Customer does not have explicit authorization; (vii) use the Service to develop a competing service or product; (viii) use the Service with any High Risk Activities or with any activity prohibited by Applicable Laws; (ix) use the Service to obtain unauthorized access to anyone else’s networks or equipment; or (x) upload, submit, or otherwise make available to the Service any Customer Content to which Customer and Users do not have the proper rights.

2.2 Suspension If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 2.1 (Restrictions on Customer); or (c) uses the Service in violation of the Agreement or in a way that materially and negatively impacts the Service or others, then Basedash may temporarily suspend Customer’s access to the Service with or without notice. However, Basedash will try to inform Customer before suspending Customer’s account when practical. Basedash will reinstate Customer’s access to the Service only if Customer resolves the underlying issue.

3. Privacy & Security

3.1 Personal Data Each party will comply with its obligations under the Basedash Data Processing Agreement (“DPA”), the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with this Agreement.

3.2 Prohibited Data Customer will not (and will not allow anyone else to) submit Prohibited Data to the Service unless authorized by the Agreement.

4. Term & Termination

4.1 Term The Agreement will start when Customer first uses the Services and continue for an initial term (a “Subscription Term”) (which will generally be for one (1) month). The Subscription Term shall automatically renew for successive Subscription Terms of equal length thereafter, unless terminated in accordance with this Agreement. Either party may prevent automatic renewal by cancelling the Services in the Service prior to the end of the then-current term.

4.2 Termination Either party may terminate this Agreement immediately: a) if the other party fails to cure a material breach of this Agreement following 5 days notice; b) upon notice if the other party (i) materially breaches this Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

4.3 Force Majeure Either party may terminate if a Force Majeure Event prevents the Service from materially operating for 30 or more consecutive days. Basedash will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.

4.4 Effect of Termination Upon any expiration or termination: a) Customer will no longer have any right to use the Service. b) Upon Customer’s request, Basedash will delete Customer Content within 60 days. c) Each Recipient will return or destroy Discloser’s Confidential Information in its possession or control. d) Basedash will submit a final bill for all outstanding Fees accrued before termination and Customer will pay the invoice according to Section 5 (Payment & Taxes).

4.5 Survival The following sections will survive expiration or termination of the Agreement: Section 1.3 (Feedback and Usage Data), Section 1.5 (Machine Learning), Section 2.1 (Restrictions on Customer), Section 4.4 (Effect of Termination), Section 4.5 (Survival), Section 5 (Payment & Taxes) for Fees accrued before expiration or termination, Section 6 (Representations & Warranties), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10 (Confidentiality), Section 11 (Reservation of Rights), Section 12 (General Terms), and Section 13 (Definitions).

5. Payment & Taxes

5.1 Automatic Payment Customer will provide credit card, debit card, or other payment method (“Payment Method”). Basedash will automatically charge the Payment Method on file every Subscription Term for Fees and Customer authorizes all such charges. Basedash will make a copy of Customer’s bills or transaction history available to Customer.

5.2 Fees All fees for the Services are displayed to Customer when entering their Payment Method (“Fees”). Unless specified otherwise, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid Fees allowed with specific termination rights given in the Agreement, Fees are non-refundable.

5.3 Taxes Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Basedash itemizes and includes in an invoice. However, Customer is not responsible for Basedash’s income taxes.

5.4 Payment Customer will pay Basedash Fees and taxes in U.S. Dollars, unless specified otherwise, according to the Payment Process.

5.5 Payment Dispute If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Basedash about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.

5.6 Fee Changes Basedash may in its sole discretion and at any time, modify the Fees. Any Fee change will become effective at the end of the then-current Subscription Term. Basedash will provide Customer with a reasonable prior notice of any change in the Fees to give Customer an opportunity to cancel in advance of automatic Renewal. Customers continued use of the Service after a Fee change constitutes Customer’s agreement to pay the modified Fees.

6. Representations & Warranties

6.1 Mutual Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Service and to allow the use of Customer Content as described in the Agreement.

6.3 From Basedash Basedash represents and warrants to Customer that it will not materially reduce the general functionality of the Service during the Subscription Period.

7. Disclaimer of Warranties Basedash makes no guarantees that the Service will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the warranties in Section 6, Basedash and Customer each disclaim all other warranties and conditions, whether express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability Except as otherwise provided in the Agreement, each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the Fees paid or payable by Customer to Basedash in the 12 month period immediately before the claim, and neither party will be liable for indirect or consequential damages.

9. Indemnification Each party’s indemnification obligations are set forth in the Agreement, including procedures, exclusions, and remedies.

10. Confidentiality Each party will protect the other party’s Confidential Information and only use it as permitted by the Agreement.

11. Reservation of Rights Basedash retains all right, title, and interest in and to the Service. Customer retains all right, title, and interest in and to Customer Content, subject to licenses in the Agreement.

12. General Terms The Agreement includes terms regarding updates, governing law, assignment, force majeure, export controls, anti-bribery, and interpretation.

13. Definitions Defined terms include Affiliate, Applicable Data Protection Laws, Applicable Laws, Beta Service, Confidential Information, Customer Content, Documentation, Fees, Force Majeure Event, GDPR, High Risk Activity, Personal Data, Prohibited Data, Software, Usage Data, and User.