The Basis website, and all of its related web pages and locations (collectively referred to and taken together as the “Site”), provides information with respect to Basis’s business, products and services (together, the “Services”). The following “Terms of Service” between Essex Labs, Inc. (also referred to as “Basis,” “Company” or “us”) and “you” govern your use of the Site, Materials (defined below) and the Services.
BY USING THIS SITE, YOU AGREE TO THESE TERMS OF SERVICE AND THE BASIS PRIVACY POLICY. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SITE. MATERIALS, SERVICES AND INFORMATION INTENDED FOR USERS OF THE SITE ARE NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE.
If you and Basis have executed a written agreement governing your access to and use of the Services, then the terms of such signed agreement will control to the extent that services agreement conflicts with these Terms.
Accounts and Registration. To access some features of the Services, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at [email protected].
Copyright. The content of the Site, including all text, images, software, audio and video, links, as well as any such combination and/or compilation of the same (collectively referred to herein as “Materials”), is the property of Basis and is protected by U.S. and international copyright laws. Neither the Site nor the Materials may be modified, reproduced, distributed, transmitted, publicly displayed, performed, or otherwise used, in whole or in part, without the prior written consent of Basis. No use of Materials on this Site is allowed except as expressly stated herein. Some Materials may be copyrighted by Basis’s suppliers, licensees and affiliates. Copyright law also applies to other companies’ advertisements or information presented on this Site.
Trademarks. “Basis,” “www.ofbasis.com”, “www.getbasis.ai”, “Essex Labs, Inc.” (including the Basis’s name, logos and Site name) are the trademarks of Basis (collectively, the “Trademarks”), within the United States as well as in other countries. You may not display, make reference to or use the Trademarks, in any manner without prior written permission by Basis. All other trademarks, service marks, product and service names and company names or logos that appear on the Site are the property of their respective owners. The use of Basis Trademarks on any other website is not allowed. Basis prohibits the use of Basis Trademarks as a "hot" link on or to any other website unless establishment of such a link is approved in advance by Basis.
Age of Users. Services and information intended for users of the Site are not for use by children under 13 years of age. Parents and legal guardians may not agree to these Terms of Service on their children’s behalf. If Basis becomes aware that a child under 13 has provided or attempted to provide Basis with personal information, Basis will use best efforts to remove the information permanently from our files. If you are between the age of 13 and 18 years old, you may use this Site but only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Service. If you are a parent or legal guardian agreeing to these Terms of Service for the benefit of a child between 13 and 18 years old, be advised that you are fully responsible for his or her use of this Site and any and all legal liability that he or she may incur.
Privacy. By using this Site, you signify your ongoing and continuing consent to the Basis Privacy Policy, available at (“Privacy Policy”). The Privacy Policy is incorporated into and forms part of the Agreement. In the event of any inconsistency between the Terms of Service and the Privacy Policy, the Terms of Service shall prevail. Personal information that you supply to Basis, and any information about your use of the Site that Basis obtains from you will be subject to the Privacy Policy. In addition, Basis email addresses are provided solely for user queries relating to the Site. The capture of Basis emails for use with unsolicited email is not permitted.
Illegal & Unpermitted Activities. This Site and its contents are solely for your own personal non-commercial use. You may not:
i. Copy, transmit, publish, distribute, display or in any other way exploit the Site, Trademarks, Services and/or Materials at any time in any manner;
ii. Use the Site for any illegal, unauthorized or improper purpose;
iii. Use the Site in a way that violates any applicable law or these Terms of Service;
iv. Use the Site to modify or create derivative works of the Trademarks, Materials or Services, or any of each of their respective components;
v. Aggregate or collect any Materials to construct any kind of database;
vi. Use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission;
vii. Take any action that imposes, or may impose in Basis’s sole discretion, an unreasonable or disproportionately large load on our infrastructure;
viii. Use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or with any other person’s use of the Site; or
ix. Bypass any measures Basis may use to prevent or restrict access to the Site, or otherwise attempt to gain unauthorized access to any portion or feature of the Site, by hacking, password “mining” or any other illegitimate means.
Links. For your convenience only, Basis has provided links within the Site to other websites operated by third parties. Basis exhibits no control over such third-party websites and Basis is not responsible for their content or the privacy practices thereof. Basis makes no representations or warranties and accepts no responsibility for the quality, content, nature or reliability of any third-party web site or service accessible by hyperlink from the Site. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through this Site, are solely between you and such advertiser. This includes payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings. You agree that Basis will not be responsible or liable for any loss or damage incurred as the result of any such dealings.
Indemnification. You agree to defend, indemnify, and hold harmless Basis from all liabilities, claims, and expenses, including attorney’s fees, that arise from any claim or demand, made by any third party due to or arising out of your use of the Site and for any violation of these Terms of Service. Basis reserves the right, at Basis’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Basis in asserting any available defenses.
Disclaimer of Warranties. THE SITE, MATERIALS AND SERVICES (TOGETHER, THE “BASIS ASSETS”) ARE PROVIDED BY BASIS ON AN “AS IS” AND “AS AVAILABLE” BASIS. BASIS MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE BASIS ASSETS OR THE OPERATION OF THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE BASIS ASSETS AND THE SITE ARE AT YOUR SOLE RISK AND RESPONSIBILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASIS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BASIS DOES NOT REPRESENT OR WARRANT THAT THE BASIS ASSETS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, SUBJECT TO CORRECTION, OR ERROR-FREE OR THAT THE BASIS ASSETS, INCLUDING ITS SERVERS, ARE FREE OF ANY HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Liability. IN NO EVENT WILL BASIS BE LIABLE TO YOU, OR TO ANY PARTY CLAIMING THROUGH YOU, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE, OR USE OF THE BASIS ASSETS. BASIS’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES OR LOSS, HOWSOEVER ARISING OR CAUSED, SHALL IN NO EVENT BE GREATER THAN TWENTY-FIVE UNITED STATES DOLLARS ($25.00). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Changes to Site. Basis reserves the right, in its sole discretion, of which Basis may choose to do at any time and from time to time, to modify or discontinue, whether temporarily or permanently, the Site, or the content thereof, with or without notice. Basis reserves the right to interrupt the operation of the Site, or any portion of the Site, as necessary to perform routine or non-routine maintenance, error correction, or other changes. You agree that Basis will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.
Changes to Terms of Service. Basis reserves the right, in its sole discretion, to change or modify these Terms of Service, whether in whole or in part, without notice. If Basis changes the Terms of Service, Basis will post such new terms on the Site and any such changes or modifications will become effective upon posting. Your access to and use of the Site, following the posting of any such changes or modifications, will constitute your acceptance of the Terms of Service as revised.
Applicable Law, Jurisdiction and Claims. THIS TERMS OF SERVICE IS MADE UNDER, AND WILL BE CONSTRUED ACCORDING TO, THE LAWS OF THE STATE OF DELAWARE. The parties agree that the Uniform Computer Information Transaction Act (or any statutory implementation of it) and the United Nations Convention on the International Sale of Goods will not apply with respect to this Agreement or the parties’ relationship. Subject to the last sentence of this section, any claim, dispute or controversy arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the provisions of the commercial or business rules of the American Arbitration Association. The arbitration shall be held in New York. Notwithstanding the foregoing, a party may seek preliminary judicial relief (such as a preliminary injunction) from the state and federal courts located in Delaware, if in its judgment, such action is necessary to avoid irreparable damage, and such courts shall have exclusive jurisdiction and venue over all matters relating to such preliminary relief.