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 this Agreement, do not use the Service.

If Customer has entered into a separate written cloud services agreement with Basedash, that agreement shall govern and supersede this Agreement in its 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 the Service pursuant to this Agreement.

1. Service

1.1 Access and Use During the Subscription Term 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 an Affiliate of Customer 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.

1.6 Connectors and Powered by Fivetran Components The Service includes data integration features (“Connectors”) that allow Customer to ingest, transfer, and load data from third-party sources, applications, databases, or other systems (“Source Systems”) into destinations made available through the Service. The Connectors are provided to Basedash by, and powered in part by technology and services of, Fivetran Inc. (“Fivetran”) under Fivetran’s Powered by Fivetran program (collectively, the “Powered by Fivetran Components”). Customer’s right to access and use the Powered by Fivetran Components is conditioned on Customer’s acceptance of, and compliance with, terms equivalent to Fivetran’s Master Subscription Agreement available at https://www.fivetran.com/legal/online-service-agreement (the “Fivetran MSA”), as reflected in this Agreement. Customer will use the Powered by Fivetran Components in accordance with Fivetran’s then-current Acceptable Use Policy (available at https://www.fivetran.com/legal/acceptable-use-policy), Software and Service Specific Requirements (available at https://www.fivetran.com/legal/service-specific-requirements), and applicable documentation for the Powered by Fivetran Components (collectively, the “Fivetran Policies”). Fivetran is an intended third-party beneficiary of the provisions of this Agreement that govern Customer’s access to and use of the Powered by Fivetran Components, and may enforce those provisions directly against Customer. Basedash provides first-level support for the Service, including the Powered by Fivetran Components; Customer’s recourse for any issue with the Service runs solely against Basedash and not against Fivetran.

1.7 Source Systems and Required Information Customer is solely responsible for: (a) the accuracy, content, and legality of all data that Customer or Users transfer through, ingest into, or make available to the Service or any Connector, including data from Source Systems and any credentials, configuration, or other information Customer provides to enable the Service to access Source Systems (“Required Information”); (b) ensuring that Customer has, and continues to have, all rights, consents, licenses, and authorizations necessary to permit Basedash and its sub-processors (including Fivetran) to access, process, transfer, and otherwise use such data and Required Information for the purposes of providing the Service; (c) the acts and omissions of its employees, contractors, and Users with respect to the Service and the Connectors; and (d) the security and configuration of its Source Systems and destinations, including following the principle of least privilege when granting the Service or any Connector access to those systems.

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; (x) upload, submit, or otherwise make available to the Service any Customer Content to which Customer and Users do not have the proper rights; (xi) submit to the Service or any Connector any personal health information regulated by the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) unless Customer has entered into a separate written business associate agreement with Basedash; or (xii) use the Powered by Fivetran Components other than in accordance with the Fivetran Policies.

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); (c) uses the Service in violation of the Agreement or in a way that materially and negatively impacts the Service or others; or (d) Fivetran requires that the Powered by Fivetran Components made available to Customer be suspended (including for Customer’s breach of any provision of this Agreement that relates to the Powered by Fivetran Components), then Basedash may temporarily suspend Customer’s access to the Service or any portion of the Powered by Fivetran Components 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 Addendum available at https://www.basedash.com/data-processing-addendum (“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 Service 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 its subscription 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 Term. 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 1.6 (Connectors and Powered by Fivetran Components) (with respect to Fivetran’s rights as a third-party beneficiary), Section 1.7 (Source Systems and Required Information), 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, including any usage-based Fees that accrued during that term, 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 Service 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.

Certain plans include usage limits, thresholds, or allowances. Use of the Service in excess of any such limits, thresholds, or allowances may result in additional Fees calculated based on Customer’s consumption of the Service. The applicable limits, thresholds, and rates are made available in the Service or otherwise communicated to Customer, and may be updated from time to time. Usage-based Fees accrue over the course of each Subscription Term and are invoiced together with Customer’s regular Fees.

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, in accordance with Section 5.1 (Automatic Payment).

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. Customer’s 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 Term.

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. Customer will defend, indemnify, and hold harmless Basedash and its sub-processors (including Fivetran) and their respective Affiliates, officers, directors, and employees from and against any third-party claim, loss, damage, liability, or cost (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Content, Required Information, or Customer’s Source Systems, (b) Customer’s or any User’s use of the Service or the Powered by Fivetran Components in violation of this Agreement, the Fivetran MSA referenced in Section 1.6, or Applicable Laws, or (c) Customer’s breach of Section 1.7 (Source Systems and Required Information) or Section 2.1 (Restrictions on Customer).

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

12.1 Updates to this Agreement Basedash may update this Agreement from time to time by posting the updated version at https://www.basedash.com/terms-of-service and revising the “Updated” date above. If an update materially and adversely affects Customer’s rights or obligations, Basedash will notify Customer by email to the address associated with Customer’s account or through the Service at least 30 days before the update takes effect, and Customer may cancel its subscription before then. Updates required by Applicable Laws, or that relate only to new features or functionality, may take effect when posted. Customer’s continued use of the Service after an update takes effect constitutes acceptance of the updated Agreement.

12.2 Governing Law and Venue This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any action arising out of or relating to this Agreement, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

12.3 Assignment Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to an Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the business or assets to which this Agreement relates.

12.4 Force Majeure Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than Customer’s payment obligations) to the extent caused by a Force Majeure Event. The affected party will use commercially reasonable efforts to notify the other party and to mitigate the effects of the Force Majeure Event.

12.5 Export Controls and Sanctions Customer will comply with all export control and economic sanctions laws that apply to its use of the Service, including those of the United States and Canada. Customer represents and warrants that neither it nor any User is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. or Canadian sanctions; or (b) identified on, or owned or controlled by any party identified on, any U.S. or Canadian government list of prohibited or restricted parties. Customer will not access, use, export, re-export, or transfer the Service or any Software in violation of those laws or for any prohibited end use.

12.6 Notices Basedash may give notices under this Agreement by email to the address associated with Customer’s account or by posting them in the Service, and those notices are effective when sent or posted.

12.7 Entire Agreement; Order of Precedence Except where a separate written agreement governs as described in the introductory paragraphs, this Agreement, including the DPA and any other documents expressly incorporated by reference, is the parties’ entire agreement about its subject matter and supersedes all prior or contemporaneous agreements, proposals, and representations, written or oral, about that subject matter. Any terms in a purchase order, vendor registration form, or similar document that Customer provides do not form part of this Agreement and have no effect, even if Basedash accepts or signs that document. If there is a conflict between this Agreement and the DPA, the DPA controls as provided in Section 3.1.

12.8 Relationship of the Parties; Third-Party Beneficiaries The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between them. Except for Fivetran’s rights under Section 1.6 and the rights of the indemnified parties under Section 9, there are no third-party beneficiaries of this Agreement.

12.9 Severability; Waiver If any provision of this Agreement is held unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. A party’s failure or delay in exercising any right under this Agreement is not a waiver of that right, and a waiver is effective only if it is in writing and signed by the waiving party.

12.11 Interpretation In this Agreement, headings are for convenience only and do not affect interpretation; “including” and similar words mean “including without limitation”; and no provision will be construed against a party because that party drafted it. This Agreement is written in English. If Basedash makes a translation available, the English version controls in the event of any conflict, to the extent permitted by Applicable Laws.

13. Definitions In this Agreement, the following capitalized terms have the meanings set out below. Capitalized terms defined in the singular include the plural, and vice versa.

“Affiliate” means, with respect to an entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity, where “control” means direct or indirect ownership of more than 50% of the voting interests of an entity or the power to direct its management and policies.

“Agreement” has the meaning given in the introductory paragraph.

“Applicable Data Protection Laws” means all Applicable Laws relating to privacy, data protection, or data security, to the extent they apply to the processing of Personal Data under this Agreement, including, where applicable, the GDPR.

“Applicable Laws” means all laws, statutes, regulations, rules, orders, and other binding requirements of any governmental authority that apply to a party or to its performance of obligations or exercise of rights under this Agreement.

“Basedash” has the meaning given in the introductory paragraphs.

“Confidential Information” means all non-public information disclosed by or on behalf of a Discloser to a Recipient in connection with this Agreement that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Recipient; (b) the Recipient knew without restriction before receiving it from the Discloser; (c) the Recipient rightfully receives from a third party without a duty of confidentiality; or (d) the Recipient independently develops without use of the Discloser’s Confidential Information.

“Connectors” has the meaning given in Section 1.6.

“Customer” has the meaning given in the introductory paragraphs.

“Customer Content” means all data, files, prompts, and other content that Customer or Users submit, upload, or otherwise make available to the Service, including data ingested from Source Systems through the Connectors, together with the outputs the Service generates from that content.

“Discloser” means a party that discloses its Confidential Information to the other party.

“Documentation” means Basedash’s then-current user guides, help materials, and technical documentation for the Service, including those available at https://www.basedash.com/docs.

“DPA” has the meaning given in Section 3.1.

“Feedback” means suggestions, comments, ideas, or other feedback about the Service or Basedash’s other products or services that Customer or Users provide to Basedash.

“Fees” has the meaning given in Section 5.2.

“Fivetran” has the meaning given in Section 1.6.

“Fivetran MSA” has the meaning given in Section 1.6.

“Fivetran Policies” has the meaning given in Section 1.6.

“Force Majeure Event” means an event or circumstance beyond a party’s reasonable control that occurs without its fault or negligence, such as natural disasters, epidemics, war, terrorism, civil unrest, labor disputes (other than those involving the affected party’s own personnel), governmental action, and widespread failures of internet, telecommunications, utility, or third-party hosting services.

“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation).

“High Risk Activities” means uses of the Service in which its failure, interruption, error, or inaccuracy could reasonably be expected to result in death, personal injury, or severe physical, property, or environmental damage, including the operation of nuclear facilities, aircraft navigation or air traffic control, life-support or emergency medical systems, emergency response services, or weapons systems.

“HIPAA” has the meaning given in Section 2.1.

“Payment Method” has the meaning given in Section 5.1.

“Personal Data” means any information relating to an identified or identifiable natural person, including any information that constitutes “personal data,” “personal information,” or a similar term under Applicable Data Protection Laws.

“Powered by Fivetran Components” has the meaning given in Section 1.6.

“Prohibited Data” means (a) protected health information regulated by HIPAA, unless Customer has entered into a separate written business associate agreement with Basedash as described in Section 2.1(xi); (b) payment card data subject to the Payment Card Industry Data Security Standard; and (c) government-issued identification numbers, such as social security, passport, or driver’s license numbers.

“Recipient” means a party that receives Confidential Information from the other party.

“Required Information” has the meaning given in Section 1.7.

“Service” has the meaning given in the introductory paragraph.

“Software” means any software, code, scripts, agents, libraries, and desktop or mobile applications that Basedash makes available to Customer for use with the Service, including any updates.

“Source Systems” has the meaning given in Section 1.6.

“Subscription Term” has the meaning given in Section 4.1.

“Usage Data” means data and information about the operation, performance, and use of the Service, such as technical logs, configuration data, and usage metrics, that Basedash collects or generates in connection with Customer’s and Users’ use of the Service, excluding Customer Content.

“User” means any individual whom Customer authorizes to access or use the Service under Customer’s account, such as employees and contractors of Customer or its Affiliates.