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

Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Basedash's products and services, including third-party components of the Service, and Customer authorizes Basedash to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Basedash will use commercially reasonable efforts consistent with industry standard technology to de-identify Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Basedash's obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. 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.

6.4 Basedash Warranty Remedy

If Basedash breaches the warranty in Section 6.3, Customer must give Basedash notice (with enough detail for Basedash to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Basedash will attempt to restore the general functionality of the Service. If Basedash cannot resolve the issue, Customer may terminate the affected services and Basedash will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Basedash's restoration obligation, and Customer's termination right, are Customer's only remedies if Basedash does not meet the warranty in Section 6.3.

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. The warranties in Section 6 do not apply to any misuse or unauthorized modification of the Service, nor to any Service or service provided by anyone other than Basedash. Except for the warranties in Section 6, Basedash and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.

8. Limitation of Liability

8.1 Liability Caps

Except as provided in Section 8.4, 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.

8.2 Damages Waiver

Except as provided in Section 8.4, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability

The limitations and waivers contained in Sections 8.1 and 8.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

8.4 Exceptions

Nothing in this Agreement will limit an Indemnifying Party’s indemnification obligation. Nothing in this Agreement will limit, exclude, or restrict a party's liability to the extent prohibited by Applicable Laws. 

9. Indemnification

9.1 Protection by Basedash

Basedash will indemnify, defend, and hold harmless Customer from and against all claims made by someone other than Customer, Customer's Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise in connection with any action, proceeding, or claim that the Services, when used by Customer according to the terms of the Agreement, violate, misappropriate, or otherwise infringe upon anyone else’s intellectual property or other proprietary rights.

9.2 Protection by Customer

Customer will indemnify, defend, and hold harmless Basedash from and against all claims made by someone other than Basedash or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys' fees and other legal expenses, that arise from any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer).

9.3 Procedure

The Indemnifying Party's obligations in this section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each claim covered by this Section 9 for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party's expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each claim covered by this Section 9.

9.4 Changes to Service

If required by settlement or court order, or if deemed reasonably necessary in response to a claim by Customer under Section 9.1, Basedash may: (a) obtain the right for Customer to continue using the Service; (b) replace or modify the affected component of the Service without materially reducing the general functionality of the Service; or (c) if neither (a) nor (b) are reasonable, terminate the affected services and issue a pro-rated refund of prepaid Fees for the remainder of the Subscription Period.

9.5 Exclusions

Basedash's obligations as an Indemnifying Party will not apply to any claims that result from (i) modifications to the Service that were not authorized by Basedash or that were made in compliance with Customer's instructions; (ii) unauthorized use of the Service, including use in violation of this Agreement; (iii) use of the Service in combination with items not provided by Basedash; or (iv) use of an old version of the Service where a newer release would avoid the Basedash claim covered by Section 9.1.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under this Agreement, Recipient will not (a) use Discloser's Confidential Information; nor (b) disclose Discloser's Confidential Information to anyone else. Recipient will protect Discloser's Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions

Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser's Confidential Information.

10.3 Required Disclosures

Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser's expense, with Discloser's efforts to obtain confidential treatment for the Confidential Information.

11. Reservation of Rights

Except for the limited license to copy and use Software and Documentation in Section 1.1, Basedash retains all right, title, and interest in and to the Service, whether developed before or after the effective date of this Agreement. Except for the limited rights in Section 1.5 and 1.6, Customer retains all right, title, and interest in and to the Customer Content.

12. General Terms

12.1 Updates to the Agreement

Our business, technology, Services, and global laws and regulations evolve over time. Accordingly, we may need to modify this Agreement from time to time. If we make a material change to the Agreement, such changes will become effective on the date we publish the changes or as set forth in any notice we may provide about the changes. Your continued access to the Services will indicate you have accepted the modified terms. 

12.2 Entire Agreement

This Agreement is the only agreement between the parties about its subject and this Agreement supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Basedash expressly rejects any terms included in Customer's purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer's use of the Service unless expressly agreed to in a legally binding written agreement signed by an authorized Basedash representative, regardless of what such terms may say.

12.3 Modifications, Severability, and Waiver

Any waiver, modification, or change to the Agreement must be in writing and signed or electronically accepted by each party. If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.

12.4 Governing Law and Chosen Courts

The laws of the province of Québec and the federal laws applicable therein will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about this Agreement in the courts of the judicial district of Montreal and each party irrevocably submits to the exclusive jurisdiction of the courts of the judicial district of Montreal.

12.5 Injunctive Relief

Despite Section 12.3, a breach of Section 10 (Confidentiality) or the violation of a party's intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 10 (Confidentiality) or violation of a party's intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.

12.6 Non-Exhaustive Remedies

Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.

12.7 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

12.8 Beta Services

If Basedash gives Customer access to a Beta Service, the Beta Service is provided “AS IS” and Section 6.3 does not apply to any Beta Services. Customer acknowledges that Beta Services are experimental in nature and may be modified or removed at Basedash's discretion with or without notice.

12.9 Logo Rights

Basedash may identify Customer and use Customer's name and logo in marketing to identify Customer as a user of Basedash's products and services.

12.10 Notices

Notice provided under this Agreement must be in writing and delivered by email to the email address of either party. Such notice will be deemed to have been given and received at the time of transmission. Each party shall promptly notify the other party in writing of any change in their email address.

12.11 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.

12.12 No Third-Party Beneficiary

There are no third-party beneficiaries of this Agreement.

12.13 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer's obligations to pay Fees.

12.14 Export Controls

Customer may not remove or export from the United States or allow the export or re-export of the Service or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC's Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Basedash may terminate this Agreement immediately without notice or liability to comply, as determined in Basedash's sole discretion, with applicable export controls and sanctions laws and regulations.

12.15 Government Rights

The Service and Software are deemed “commercial items” or “commercial computer software” according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is “commercial computer software documentation” according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Service by the U.S. Government will be governed solely by the terms of this Agreement and all other use is prohibited.

12.16 Anti-Bribery

Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Basedash or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.

12.17 Titles and Interpretation

Section titles are for convenience and reference only. All uses of “including” and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to this Agreement.

13. Definitions

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.

“Applicable Data Protection Laws” means the Applicable Laws that govern how the Service may process or use an individual's personal information, personal data, personally identifiable information, or other similar term.

“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Basedash or Customer.

“Beta Service” means an early or prerelease feature or version of the Service that is identified as beta or similar, or a version of the Service that is not generally available.

“Confidential Information” means information in any form disclosed by or on behalf of a Discloser, including before the effective date, to a Recipient in connection with this Agreement that (a) the Discloser identifies as “confidential”, “proprietary”, or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of this Agreement and the information contained herein. Customer's Confidential Information includes non-public Customer Content and Basedash's Confidential Information includes non-public information about the Service.

“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Service but excludes Feedback.

“Discloser” means a party to this Agreement when the party is providing or disclosing Confidential Information to the other party.

“Documentation” means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Basedash.

“Embargoed Country” means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.

“Feedback” means suggestions, feedback, or comments about the Service or related offerings.

“Fees” means the applicable amounts for use of the Cloud Service.

“Force Majeure Event” means an unforeseen event outside a party's reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.

“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom's European Union (Withdrawal) Act of 2018 in the United Kingdom.

“High Risk Activity” means any situation where the use or failure of the Service could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.

“Indemnifying Party” means a party to this Agreement when the party is providing protection for a particular claim covered under Section 9 of this Agreement.

“OFAC” means the United States Department of Treasury's Office of Foreign Assets Control.

“Personal Data” will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.

“Prohibited Data” means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver's license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws.

“Protected Party” means a party to this Agreement when the party is receiving the benefit of protection for a particular claim under Section 9 of this Agreement.

“Recipient” means a party to this Agreement when the party receives Confidential Information from the other party.

“Software” means the client-side software or applications made available by Basedash for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Service.

“Usage Data” means data and information about the provision, use, and performance of the Service and related offerings based on Customer's or User's use of the Service.

“User” means any individual who uses the Service on Customer's behalf or through Customer's account.