Legal

Terms of Service

Effective Date:
Last Updated:

These Terms of Service ("Terms") govern access to and use of the Services provided by BaseDynamics Inc. ("BaseDynamics," "We," "Us," "Our") by the subscribing entity or individual ("You," "Your," "Customer"). By accessing or using the Services, You confirm that:

  1. You have read and agree to be bound by these Terms and Our Privacy Policy;
  2. You are at least 18 years old and legally competent to enter into this agreement; and
  3. if entering these Terms on behalf of an organization, You have authority to bind that organization.

You and BaseDynamics are each a "Party" and together the "Parties."

1. Definitions

  • "Account" means the instance created by or for You to access the Services.
  • "Customer Data" means all data, including Personal Data, submitted to the Services by You or on Your behalf.
  • "Confidential Information" means non-public information disclosed by one Party to the other that is identified as confidential or would reasonably be understood as such, excluding information that is public, independently developed, or rightfully obtained from a third party.
  • "DPA" means the Data Processing Agreement available here, incorporated by reference where applicable.
  • "Order Form" means a document specifying the Services subscribed to, fees, and Subscription Term.
  • "Output" means content generated by the Services' AI, machine learning, or agentic features.
  • "Services" means BaseDynamics' cloud-based customer intelligence platform, including its AI agents, APIs, and related documentation, and any updates thereto.
  • "Subscription Term" means the period during which You are subscribed to the Services, as set out in an Order Form.
  • "User" means an individual authorized by You to access the Services under Your Account.

2. Access and License

Subject to Your compliance with these Terms and payment of applicable fees, We grant You a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Your internal business purposes.

3. Your Obligations

3.1 Account Responsibility.

You are responsible for all activity under Your Account and for maintaining the confidentiality of User credentials.

3.2 Acceptable Use.

You agree not to:

  1. sublicense, resell, or make the Services available to unauthorized third parties;
  2. reverse engineer, decompile, or attempt to extract source code from the Services;
  3. circumvent or attempt to gain unauthorized access to the Services or related systems;
  4. use the Services to store or transmit unlawful, infringing, or harmful content;
  5. crawl, scrape, or use automated means to extract data from the Services other than through supported APIs; or
  6. use the Services to develop a competing product.

3.3 AI and Output.

You agree not to use the Services' AI or agentic features to:

  1. train a competing AI model;
  2. generate Output that is unlawful, discriminatory, or harmful;
  3. generate malicious code; or
  4. mislead others into believing Output was generated without AI assistance where such disclosure is legally required.

You are responsible for reviewing and validating Output before relying on it for business-critical decisions; Output is provided as a decision-support aid and not a substitute for professional judgment.

3.4 Data Warranties.

You represent that You have all necessary rights and consents to submit Customer Data to the Services and that doing so does not violate applicable law or any third party's rights.

4. Services

We may update or modify the Services from time to time, including introducing, changing, or discontinuing features. We will use commercially reasonable efforts to notify You of material changes and scheduled maintenance in advance. We are not liable for unavailability caused by circumstances beyond Our reasonable control (e.g., force majeure events, third-party infrastructure outages).

5. Third-Party Services and Sub-Processors

The Services may integrate with or rely on third-party providers, including cloud infrastructure and AI-model providers (currently Amazon Web Services, Microsoft Azure, OpenAI, Anthropic, and Temporal Cloud, subject to change as described in the DPA). Your use of any optional third-party integrations You enable is subject to that provider's terms, and We are not responsible for such third-party services.

5.1 Google Workspace / Microsoft 365 Integrations.

If You or Your Users choose to connect a Gmail/Google Workspace or Microsoft 365 (Outlook) account to the Services, You authorize BaseDynamics to access the connected mailbox and calendar via OAuth, to the extent described in Our Privacy Policy, solely to provide the applicable features of the Services (including email analysis for the Customer Voice feed, sending email at Your direction, and reading or scheduling calendar events at Your direction). You represent that You have the authority to grant this access, including on behalf of any User whose account is connected, and that doing so complies with Your organization's own policies and applicable law. You may revoke this access at any time by disconnecting the relevant account in Your account settings.

6. Fees and Payment

6.1 Fees are as specified in the applicable Order Form and are due in advance unless otherwise agreed.

6.2 Except as otherwise stated, all fees are non-refundable.

6.3 Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and We may suspend Your access to the Services for non-payment after reasonable notice.

6.4 Fees are exclusive of applicable taxes, which You are responsible for, excluding taxes based on Our net income.

7. Term, Termination, and Suspension

7.1 Term.

These Terms remain in effect for the Subscription Term and any renewal periods, unless earlier terminated as provided herein.

7.2 Termination for Cause.

Either Party may terminate these Terms if the other Party materially breaches these Terms and fails to cure such breach within thirty (30) days of written notice.

7.3 Suspension.

We may suspend Your access to the Services if We reasonably believe Your use poses a security risk, violates these Terms, or if payment is overdue, after reasonable notice where practicable.

7.4 Effect of Termination.

Upon termination, Your right to access the Services ends. We will make Customer Data available for export for thirty (30) days following termination, after which We may delete it, subject to legal retention requirements.

8. Intellectual Property

8.1 BaseDynamics retains all right, title, and interest in and to the Services, including all underlying technology, and any improvements, excluding Customer Data.

8.2 You retain all right, title, and interest in Customer Data. You grant Us a limited, worldwide, non-exclusive license to Process Customer Data solely to provide, maintain, and improve the Services.

8.3 BaseDynamics does not use Customer Data to train foundation AI models made available to third parties, except to the extent You have expressly opted in.

8.4 Any feedback You provide about the Services may be used by Us without restriction or obligation to You.

9. Confidentiality

Each Party will protect the other's Confidential Information using the same degree of care it uses for its own confidential information (and no less than reasonable care), and will use such information solely to perform its obligations under these Terms.

10. Data Protection

Processing of Personal Data forming part of Customer Data is governed by the DPA, which is incorporated into these Terms where BaseDynamics acts as a Processor. BaseDynamics will implement appropriate technical and organizational measures to protect Customer Data and will notify You without undue delay of any confirmed Personal Data Breach affecting Customer Data.

11. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEDYNAMICS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR SECURE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, ARISING OUT OF OR RELATED TO THESE TERMS. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

13. Indemnification

13.1 By You.

You will indemnify and hold BaseDynamics harmless from third-party claims arising out of Your breach of these Terms or Your violation of applicable law, including in connection with Customer Data.

13.2 By BaseDynamics.

We will indemnify and hold You harmless from third-party claims alleging that the Services, as provided by Us and used in accordance with these Terms, infringe such third party's intellectual property rights, subject to prompt notice, sole control of defense, and reasonable cooperation.

14. Miscellaneous

14.1 Governing Law.

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles. Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware.

14.2 Assignment.

Neither Party may assign these Terms without the other's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.

14.3 Entire Agreement.

These Terms, together with any Order Form and the DPA, constitute the entire agreement between the Parties regarding the Services and supersede prior agreements on the subject matter.

14.4 Amendments.

We may update these Terms from time to time. Material changes will be notified through the Services or by email at least fifteen (15) days before taking effect. Continued use of the Services after the effective date constitutes acceptance.

14.5 Severability.

If any provision is held unenforceable, the remaining provisions will remain in full force and effect.

14.6 Notices.

Notices to BaseDynamics should be sent to legal@basedynamics.com or to BaseDynamics Inc., 16192 Coastal Hwy, Lewes, DE 19958.

14.7 Relationship of Parties.

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or agency relationship.