Terms of Service - Basebright

These Terms of Service (the “Terms”) are a binding agreement between Basebright Inc., a Delaware corporation (“Basebright,” “we,” “us,” or “our”), and the business on whose behalf the Service is used (“Customer” or “you”). They govern access to and use of the Basebright platform, our tracking code, and related services (together, the “Service”).

The Service is for business use only. It is not offered to consumers (see Section 3.4).

You accept these Terms when you create an account or sign in on a screen that presents these Terms, accept an invitation to join an organization in the Service, sign or accept an Order that references these Terms, or otherwise use the Service. If you accept on behalf of a company or other legal entity, you confirm that you are authorized to bind it, and “Customer” means that entity.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.

Definitions
Description of the Service
Accounts and Eligibility
Plans, Credits and Payment
Access and Use
Restrictions and Prohibited Uses
Customer Obligations
Customer Data
Support and Service Levels
Suspension
Intellectual Property
Confidentiality
Warranties
Disclaimers
Limitation of Liability
Indemnification
Term, Cancellation and Termination
Publicity
General Provisions
Illegal Content Notices and EU Digital Services Act
Contact Information

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities.

“AI Providers” means the third-party providers of AI assistants, large language models and AI search services. The Service queries them for analysis and uses them to process Customer Data, for example to extract brand mentions, summarize web pages and power the in-product AI assistant. As of the Last Updated date, these are OpenAI (ChatGPT), Anthropic (Claude), Google (Gemini), Perplexity and xAI (Grok). The AI Providers used by the Service may change from time to time.

“AI Responses” means the outputs generated by AI Providers in response to queries made through the Service.

“Automatic Top-Up” has the meaning given in Section 4.3.

“Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

“Credits” means the prepaid units used to pay for metered features of the Service, as described in Section 4.2.

“Customer Data” means data, content, prompts, brand and competitor information, and other information submitted to the Service by or for Customer or its Users, AI Responses obtained for Customer, and Visitor Data, excluding Usage Data.

“DPA” means Basebright’s Data Processing Addendum, available at basebright.ai/legal/dpa, which forms part of these Terms.

“Documentation” means the help materials and in-product descriptions of the Service’s features made available by Basebright.

“Fees” means all amounts payable by Customer for the Service, including subscription fees and payments for Credits (including Automatic Top-Ups).

“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, trade secret rights, and any other intellectual property rights recognized in any jurisdiction worldwide.

“Order” means the online checkout or in-product purchase flow, or a separately signed ordering document, that specifies the plan, Credits, Fees and any special terms agreed with Customer.

“Organization” means Customer’s organization account in the Service, including its Users, projects and settings.

“Platform” means the Basebright web application at app.basebright.ai and related web interfaces.

“Service Content” means the analytics, reports, insights, visualizations and other outputs that the Service generates for Customer.

“Subscription Term” means each billing period for which Customer has paid for a subscription plan.

“Tracking Code” means the code, SDKs and integration snippets that Basebright provides for installation on Customer’s websites or edge infrastructure to measure visits by AI crawlers, AI assistants and people.

“Usage Data” means information generated from the use of the Service, including feature usage, query volumes, performance metrics and technical logs.

“User” means any individual whom Customer allows to access the Service on Customer’s behalf, including employees, contractors and agents, and anyone who joins the Organization by invitation.

“Visitor Data” means data about visitors to Customer’s websites that the Tracking Code sends to the Service.

2. Description of the Service

2.1 Platform Overview

The Service sends prompts that are relevant to Customer’s market to AI Providers, then collects, stores and analyzes the resulting AI Responses. Prompts may be written by Customer or suggested by the Service. The Service reports metrics such as brand mention frequency, position in recommendations, cited sources and changes over time. It also provides related features described in the Documentation, which may include scheduled re-runs of prompts, an in-product AI assistant, keyword and search-demand research using third-party data providers, and website traffic analytics through the Tracking Code.

To provide these features, the Service fetches publicly available web pages of Customer, its competitors and sources cited in AI Responses, from Basebright’s servers and through third-party data providers. Results are provided for information purposes, to help Customer evaluate its marketing and content strategy.

2.2 What the Service Does

Subject to these Terms, the Service enables Customer to:

(a) Configure and run queries to supported AI Providers, once or on a schedule;

(b) Collect and store AI Responses for analysis;

(d) Generate reports and visualizations based on collected data;

(e) Track changes and trends in AI Responses over time;

(f) Measure visits to Customer’s websites by AI crawlers and visitors referred by AI assistants, if Customer installs the Tracking Code; and

(g) Use insights derived from the Service to inform marketing and content strategies.

2.3 What the Service Does NOT Do

Customer expressly acknowledges and agrees that the Service:

(a) Does NOT control, influence, or modify the outputs, responses, or behavior of any AI Provider;

(b) Does NOT guarantee any improvement in Customer’s brand visibility, positioning, or sentiment within AI Responses;

(c) Does NOT ensure the accuracy, completeness, reliability, or consistency of AI Responses or any analytics derived from them;

(d) Does NOT provide strategic consulting or professional marketing advice. Suggestions generated by the Service, including by its AI assistant, are automated and informational;

(e) Does NOT warrant that AI Providers will continue to operate, remain available, or behave consistently;

(f) Does NOT have any relationship with AI Providers that would enable Basebright to influence their outputs or policies; and

(g) Does NOT verify the factual accuracy of information contained in AI Responses.

2.4 Third-Party AI Systems

The Service depends on AI Providers and other third-party services that are owned and operated by independent third parties. Customer acknowledges that:

(a) The Service queries AI Providers through their programmatic interfaces (APIs). AI Responses obtained this way may differ from what a person sees in an AI Provider’s own consumer app or website, which may use different models, settings, personalization, location signals or search results;

(b) AI Providers may change their services, APIs, terms of use, pricing, or availability at any time without notice to Basebright;

(d) The training data, algorithms, and decision-making processes of AI Providers are outside Basebright’s knowledge and control;

(e) Basebright is not responsible for any actions taken by AI Providers, including service interruptions, policy changes, or discontinuation of services; and

(f) The AI Providers, models and data sources available in the Service may change for technical, legal, or business reasons.

3. Accounts and Eligibility

3.1 Account Creation

Users sign in with a link sent to their email address or with a supported third-party sign-in, such as Google. Customer must provide accurate, current and complete information and keep it up to date.

3.2 Account Security

Customer is responsible for:

(a) Keeping access to Users’ email accounts and sign-in methods secure;

(b) All activities that occur in its Organization;

(d) Ensuring that Users comply with these Terms.

3.3 Age Requirement

Users must be at least eighteen (18) years old.

3.4 Business Use Only

(a) The Service is designed and offered exclusively for business and professional use. It is not intended for consumers, meaning individuals acting for purposes outside their trade, business, craft or profession.

(b) By accepting these Terms, you confirm that you are using the Service for the purposes of your trade, business or profession, including as a sole trader or freelancer, and not as a consumer.

(c) Because the Service is offered only to businesses, consumer-specific rights, such as statutory rights to withdraw from distance contracts, do not apply. Nothing in these Terms, however, excludes or limits any right or remedy that cannot be excluded or limited under the law that applies to you. If mandatory law nonetheless treats you as a consumer, those rights prevail over any conflicting provision of these Terms.

3.5 Organizations and Users

(a) Owners of an Organization can invite people by email or by sharing an invitation link. Anyone who has a valid invitation link can join the Organization, so Customer should share links only with intended Users.

(b) Every User in the Organization, whether an owner or a member, can:

view the Customer Data in it and the email addresses of other Users;
run analyses that consume Credits and buy Credits; and
change the subscription plan and the billing settings, including Automatic Top-Up.

Customer is responsible for all such actions and for the Fees they create.

4. Plans, Credits and Payment

4.1 Subscription Plans

(a) Subscription plans are billed monthly in advance, unless an Order states a different billing period.

(b) The plans, prices, included Credits and per-Credit rates available at the time of purchase are shown on our pricing page and in the Platform.

4.2 Credits

(a) What Credits are. Credits are prepaid units that metered features of the Service consume. Metered features include analyses, scheduled re-runs and research features. The number of Credits an operation consumes depends on its underlying cost, such as the AI Provider and model used, the length of the response, web search, and third-party data. Before an operation starts, the Service reserves an estimated number of Credits. When the operation finishes, it charges the actual number. Operations that fail are not charged.

(b) Types and validity.

Plan Credits are granted for each Subscription Term once its payment succeeds. They are valid until the end of that Subscription Term. Unused Plan Credits expire and do not roll over.
Top-Up Credits are Credits bought separately, including through Automatic Top-Up. They are valid for twelve (12) months from the date of purchase.
Promotional Credits, including free-trial Credits, are valid for the period stated in the offer. Free-trial Credits are valid for seven (7) days.

(d) No cash value. Credits have no cash value. They cannot be transferred, exchanged or redeemed for money. Expired or unused Credits are not refunded, except as required by law or under Section 13.2.

(e) No overage. When the Credit balance reaches zero, metered features, including scheduled re-runs, stop until Credits are added. We do not charge overage fees.

(f) Price of Top-Up Credits. The price per Top-Up Credit depends on Customer’s plan and is shown before purchase. An Organization that has never had a subscription pays the rate of our entry-level plan. After a subscription ends, the rate of the last plan continues to apply. A rate agreed in an Order takes precedence.

4.3 Automatic Top-Up

(a) Automatic Top-Up is off by default. A User can switch it on in the Platform’s billing settings by choosing a balance threshold, a top-up amount and a monthly limit.

(b) By switching it on, Customer authorizes Basebright, through its payment processor, to charge Customer’s default payment method the chosen top-up amount each time the Credit balance falls to or below the threshold. Charges continue until the total of Automatic Top-Ups in the calendar month (UTC) reaches the monthly limit.

(d) We email Customer a receipt for each successful Automatic Top-Up. When a charge needs Customer’s action, for example confirming the payment with the bank or updating the card, we send a notice. We also send an email when Automatic Top-Ups reach 80% and 100% of the monthly limit.

(e) If a charge fails, we may retry it over the following days. If it still cannot be completed, Automatic Top-Up is paused and we notify Customer by email. A User can resume it in the billing settings.

(f) A User can switch Automatic Top-Up off at any time. This stops future charges. Automatic Top-Up switches off automatically when Customer’s subscription ends, and we notify Customer by email.

4.4 Free Trial

(a) We may offer an eligible new Organization a one-time allotment of Promotional Credits (currently about 50 Credits, valid for seven (7) days). No payment method is required.

(b) We decide eligibility. For example, we offer a trial only for a person’s first Organization, and only to sign-ups from business email domains. We check email domains automatically, including with an AI model. Personal and disposable email domains are not eligible.

(c) A trial does not turn into a paid subscription automatically, and we do not charge for it. When the trial Credits expire or are used up, the trial ends. To keep using metered features, Customer must subscribe or buy Credits.

(d) Trials are provided “as is.” Section 9.2, Section 9.3 and Section 13.2 do not apply to them.

4.5 Fees and Billing

(a) Payment. Customer agrees to pay all Fees specified in the applicable Order. Fees are stated and payable in U.S. dollars unless an Order states otherwise. Card payments are processed by our payment processor, Stripe.

(b) Billing cycle. Subscription Fees are charged in advance at the start of each Subscription Term. Credit purchases are charged when made.

(c) Payment method. Customer must provide a valid payment method. Customer authorizes Basebright to charge it for all Fees when due, including Automatic Top-Ups that Customer has enabled.

(d) Failed payments. If a payment fails, our payment processor may retry it. If a subscription payment remains unpaid, the subscription may be cancelled, and we may suspend access under Section 10.

(e) Invoiced Orders. For Orders paid by invoice, overdue amounts may accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

4.6 Plan Changes

(a) Upgrades take effect immediately. Customer is charged a prorated amount for the rest of the current Subscription Term. Customer also receives additional Plan Credits, equal to the difference between the two plans’ monthly Credits and prorated in the same proportion as the charge. These Credits are valid until the end of the current Subscription Term.

(b) Downgrades apply the lower price from the next Subscription Term. We do not refund or credit the difference for the current Subscription Term. Credits already granted remain valid until they expire. Top-Up Credits are priced as described in Section 4.2(f).

4.7 Fee Changes

Basebright may change Fees upon thirty (30) days’ advance notice. Changes take effect at the start of the next Subscription Term after the notice period. Changes to per-Credit prices do not affect Credits already purchased.

4.8 Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding and similar taxes on transactions under these Terms, other than taxes on Basebright’s net income. If Basebright is required to collect such taxes, it will add them to the amounts charged, unless Customer provides a valid exemption certificate.

4.9 Refunds

All Fees are non-refundable, except as required by law or as provided in Section 13.2. No refunds are given for unused or expired Credits, partial Subscription Terms, or cancellation. Basebright may, at its discretion, consider refund requests case by case. If a payment is refunded in whole or in part, Credits corresponding to the refunded amount are deducted from Customer’s Credit balance, starting with Credits from that purchase, but not below zero.

5. Access and Use

5.1 Access Grant

Subject to Customer’s compliance with these Terms and payment of applicable Fees, Basebright grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service, and to install the Tracking Code on websites that Customer owns or controls, during the term of these Terms, solely for Customer’s internal business purposes and in accordance with the Documentation.

5.2 Users and Credentials

(a) Customer may permit Users to access the Service on Customer’s behalf.

(b) Each User account is for a single individual and may not be shared.

5.3 Agency and Client Use

Customer may use the Service to provide services to its own clients (“Client Services”), and may share analytics, reports, insights and Service Content with those clients as part of its agency or consulting services. However:

(a) Customer may not give any third party direct access to the Platform, other than as a User of Customer’s Organization;

(b) Customer may not sublicense, resell, or white-label the Service without a separate written agreement with Basebright;

(d) Customer remains fully responsible for its clients’ compliance with the restrictions in these Terms when sharing Service Content; and

(e) Customer shall ensure that any sharing of Service Content with clients includes appropriate disclaimers regarding the limitations of AI-generated data.

5.4 Access Methods

The Service is provided through the Platform and, for traffic analytics, through the Tracking Code, which authenticates with a site token. A general-purpose public API is not currently offered. Automated access to the Platform, such as scripts or scraping, is not permitted, except through features that Basebright provides for that purpose. Basebright may change the ways of accessing the Service.

6. Restrictions and Prohibited Uses

Customer shall not, and shall not permit any User or third party to:

(a) Sublicense or Redistribute: Provide direct access to, sublicense, sell, resell, lease, or distribute the Service or any portion thereof to any third party, except as expressly permitted in Section 5.3;

(b) Reverse Engineer: Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service, except to the extent applicable law expressly permits it despite this restriction;

(c) Circumvent Controls: Circumvent, disable, or interfere with any usage limits, Credit accounting, eligibility checks, security measures, or access controls of the Service;

(d) Share Credentials: Share sign-in methods with unauthorized parties or allow multiple individuals to use a single User account;

(e) Illegal Use: Use the Service for any unlawful purpose or in violation of any applicable laws, regulations, or third-party rights;

(f) Interfere with the Service: Interfere with, disrupt, or impose an unreasonable burden on the Service, its infrastructure, or other users;

(g) Competing Products: Use the Service, Service Content, or any non-public information about the Service to build, train, or improve a product or service that competes with the Service, or to copy its features, user interface, or methodology. For clarity, analyzing how Customer’s competitors or other brands appear in AI Responses, which is a core use of the Service, is permitted;

(h) Benchmarks of the Service: Publish performance or accuracy benchmarks of the Service itself without Basebright’s prior written consent. This does not restrict publishing Service Content, such as findings about brands’ visibility in AI Responses;

(i) Malicious Activities: Upload, transmit, or introduce any viruses, malware, or other malicious code, or attempt to compromise the security of the Service;

(j) Exceed Authorization: Use the Service beyond the scope of the applicable plan or Order;

(k) Violate AI Provider Terms: Use the Service in a manner that violates the terms of service or usage policies of any AI Provider;

(l) Create Derivative Works: Frame, mirror, or create derivative works based on the Service, except for reports and analytics generated through normal use;

(m) Misrepresent Affiliation: Falsely represent or imply any affiliation with, endorsement by, or relationship with Basebright;

(n) Manipulate AI Systems: Use the Service to manipulate, game, or artificially influence AI Provider responses, for example by sending prompts designed to seed or poison AI Providers’ outputs;

(o) Sensitive Data: Submit special categories of personal data (such as health, biometric or political data), government identification numbers, payment card or bank data, or data about children to the Service, including in prompts; or

(p) Monitoring Individuals: Use the Service to monitor or build profiles of identifiable private individuals. This does not restrict tracking the public professional presence of people, such as founders or experts, where Customer has a lawful basis.

7. Customer Obligations

7.1 Compliance with Laws

Customer shall comply with all applicable laws and regulations in connection with its use of the Service, including data protection, privacy, electronic communications and export control laws.

7.2 Responsible Use

Customer acknowledges that:

(a) The Service provides analytics based on AI Responses for informational purposes only;

(b) Customer is solely responsible for any decisions made or actions taken based on Service Content;

(d) Basebright shall have no liability for any consequences resulting from Customer’s reliance on Service Content.

7.3 Accuracy of Information

Customer shall provide accurate, current and complete information when using the Service and shall promptly update it as necessary.

7.4 Cooperation

Customer shall reasonably cooperate with Basebright in connection with Basebright’s provision of the Service, including by providing information reasonably requested by Basebright.

7.5 Tracking Code

If Customer installs the Tracking Code:

(a) Customer may install it only on websites and infrastructure that Customer owns or controls;

(b) Customer acknowledges that, for each request it measures, the Tracking Code sends Basebright the requested page path and query string, the referrer, the user agent and the IP address of the visitor. The Service uses the IP address and user agent to derive a pseudonymous daily visitor identifier and does not store the IP address itself;

(c) Customer is responsible for giving its website visitors any notices, and obtaining any consents, that applicable law requires for this processing, including under cookie and electronic-communications rules; and

(d) Customer shall configure its websites so that personal data, such as email addresses, is not placed in URLs or query strings.

8. Customer Data

8.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in these Terms transfers any ownership rights in Customer Data to Basebright.

8.2 License to Basebright

Customer grants Basebright a non-exclusive, worldwide, royalty-free license to use, copy, store, process, transmit and display Customer Data solely as necessary to provide, maintain, secure and improve the Service and to comply with applicable law. This includes sending prompts and related Customer Data to AI Providers and third-party data providers in order to perform the Service.

8.3 Storage of AI Responses

Basebright stores AI Responses received through the Service in order to provide analytics, generate reports and enable the Service’s features. Stored AI Responses form part of Customer Data.

8.4 Usage Data

Basebright may collect and use Usage Data to operate, secure, maintain, improve and develop the Service and Basebright’s other products and services. Basebright may use aggregated and de-identified data derived from Usage Data and Customer Data for any lawful business purpose, provided that it does not identify Customer, any User or any other individual.

8.5 Data Processing Addendum

To the extent Basebright processes personal data on Customer’s behalf, including Visitor Data and personal data in prompts, the DPA applies and forms part of these Terms. If the DPA conflicts with these Terms, the DPA prevails with respect to personal data.

8.6 Privacy

Basebright’s handling of personal data as a controller, for example account, billing and website-visitor information, is described in the Privacy Policy at basebright.ai/privacy.

8.7 Retention and Deletion

(a) Basebright retains Customer Data for as long as the Organization exists.

(b) An owner of the Organization may ask Basebright to delete specific Customer Data or the entire Organization by writing to [email protected] from the owner’s email address. Basebright will complete the deletion within thirty (30) days after verifying the request.

(c) Deletion from backups happens as they are overwritten in the ordinary course, within the backup retention period described in the Privacy Policy.

(d) Basebright may keep records that it must retain by law, such as billing and tax records, and aggregated or de-identified data.

(e) Basebright may delete an Organization that has had no active subscription, no Credit balance and no sign-in for twenty-four (24) months, after giving at least thirty (30) days’ notice by email.

8.8 Export

Customer may export certain data as CSV files from the Platform, such as usage history and content lists. On request, Basebright will provide a copy of Customer Data in a commonly used, machine-readable format, if the request is received while the Organization exists or within thirty (30) days after it is closed.

9. Support and Service Levels

9.1 Support

Basebright provides email support for the Service at [email protected].

9.2 Response Time

Basebright will use commercially reasonable efforts to respond to support requests within forty-eight (48) hours during regular business hours. Response times are targets, not guarantees.

9.3 Service Availability

Basebright will use commercially reasonable efforts to make the Service available. The Service may be affected by scheduled maintenance, updates and occasional unplanned downtime. Basebright will endeavor to give advance notice of scheduled maintenance when practicable.

9.4 Exclusions

Service availability targets do not apply to:

(a) Interruptions caused by factors outside Basebright’s reasonable control, including force majeure events;

(b) Downtime resulting from Customer’s equipment, software, or network connections;

(d) Interruptions in AI Providers or other third-party services;

(e) Suspension of Customer’s access pursuant to these Terms; or

(f) Beta features and free trials.

10. Suspension

10.1 Suspension for Cause

Basebright may suspend Customer’s access to all or part of the Service if:

(a) Customer breaches Section 6 (Restrictions and Prohibited Uses) or Section 7 (Customer Obligations);

(b) Customer’s use of the Service poses a security risk to the Service or any third party;

(d) Any amount owed by Customer is overdue by more than fifteen (15) days;

(e) Customer’s use violates or may violate applicable laws or third-party rights; or

(f) Suspension is required to comply with a legal requirement or an order of a court or authority.

10.2 Notice and Reasons

Basebright will endeavor to give Customer prior notice of a suspension when commercially reasonable, except where immediate suspension is necessary to prevent harm or comply with legal requirements. When Basebright suspends access or restricts Customer Data, it will tell Customer the reasons and how to contest the decision, as described in Section 20.4.

10.3 Effect of Suspension

During a suspension, Customer remains responsible for all Fees that fall due. Suspension does not limit Basebright’s other rights or remedies under these Terms or at law.

11. Intellectual Property

11.1 Basebright Technology

Basebright and its licensors own all right, title, and interest in and to the Service, Platform, Tracking Code, Documentation and all related technology, including all Intellectual Property Rights in them. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer.

11.2 Service Content

As between the parties, Service Content generated for Customer is owned by Customer, subject to Basebright’s underlying Intellectual Property Rights in the Service and the methodologies used to generate it.

11.3 Feedback

If Customer provides Basebright with any feedback, suggestions, or ideas regarding the Service (“Feedback”), Customer grants Basebright a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and incorporate such Feedback into the Service and Basebright’s other products and services without any obligation to Customer.

11.4 Trademarks

Each party retains all rights in its trademarks, logos, and brand features. Neither party may use the other’s trademarks except as expressly permitted in these Terms.

11.5 Third-Party Trademarks

The names, logos and trademarks of AI Providers and their products, including OpenAI, ChatGPT, Anthropic, Claude, Google, Gemini, Perplexity, xAI and Grok, belong to their respective owners. Basebright uses them only to identify the services that the Service queries. Such use does not imply endorsement, sponsorship or affiliation. Basebright is an independent company and is not affiliated with, endorsed by, or sponsored by any AI Provider.

12. Confidentiality

12.1 Obligations

Each party agrees to:

(a) Hold the other party’s Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care;

(b) Not disclose Confidential Information to third parties except to employees, contractors, service providers and agents who need to know it and are bound by confidentiality obligations at least as protective as those in these Terms; and

12.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of these Terms;

(b) Was known to the receiving party before disclosure;

(d) Is independently developed without use of the Confidential Information.

12.3 Required Disclosure

A party may disclose Confidential Information if required by law, subpoena, or court order, provided that the party (to the extent legally permitted) gives the other party reasonable advance notice so that it can seek a protective order.

13. Warranties

13.1 Mutual Warranties

Each party represents and warrants that:

(a) It has the legal power and authority to enter into these Terms;

(b) These Terms constitute a valid and binding obligation; and

13.2 Service Warranty

Basebright warrants that during a paid Subscription Term the Service will perform materially in accordance with the Documentation. If the Service fails to meet this warranty, Customer’s exclusive remedy is for Basebright to use commercially reasonable efforts to correct the non-conformity. If Basebright cannot do so within thirty (30) days, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid subscription Fees for the rest of the Subscription Term.

13.3 Customer Warranty

Customer represents and warrants that:

(a) Customer has all rights necessary to grant the licenses in these Terms;

(b) Customer Data, and Basebright’s processing of it in accordance with these Terms, does not violate any third-party rights or applicable laws; and

14. Disclaimers

14.1 General Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. BASEBRIGHT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.2 AI-Specific Disclaimers

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

(a) NO CONTROL OVER AI OUTPUTS: Basebright does not control, operate, or have any influence over the AI Providers or the AI Responses they generate.

(b) NO ACCURACY GUARANTEE: AI Responses may contain errors, inaccuracies, biases, false information, or “hallucinations.” Basebright makes no warranty regarding the accuracy, completeness, reliability, or truthfulness of any AI Response or of Service Content derived from it.

(c) API RESULTS MAY DIFFER FROM CONSUMER APPS: The Service observes AI Providers through their APIs. Results may differ from what individual people see in the AI Providers’ consumer products.

(d) INFORMATIONAL PURPOSES ONLY: All Service Content, including suggestions from the Service’s AI assistant, is provided for informational purposes only and does not constitute professional advice, recommendations, or endorsements of any kind.

(e) NO GUARANTEED RESULTS: Basebright does not warrant that use of the Service will improve Customer’s brand visibility, marketing performance, search rankings, or business results.

(f) AI PROVIDER CHANGES: AI Providers may change their services, models, policies, or availability at any time without notice. Such changes may affect the Service and the consistency of AI Responses.

(g) NO VERIFICATION: Basebright does not independently verify or fact-check the information contained in AI Responses.

14.3 Third-Party Disclaimers

BASEBRIGHT DISCLAIMS ALL LIABILITY FOR THIRD-PARTY SERVICES, INCLUDING AI PROVIDERS, DATA PROVIDERS, PAYMENT PROCESSORS, AND ANY OTHER THIRD-PARTY PLATFORMS OR SERVICES INTEGRATED WITH OR ACCESSED THROUGH THE SERVICE. CUSTOMER’S USE OF SUCH THIRD-PARTY SERVICES IS AT CUSTOMER’S OWN RISK AND SUBJECT TO THE TERMS OF THOSE THIRD PARTIES.

14.4 No Professional Advice

THE SERVICE DOES NOT PROVIDE LEGAL, FINANCIAL, MARKETING, OR OTHER PROFESSIONAL ADVICE. CUSTOMER SHOULD CONSULT QUALIFIED PROFESSIONALS BEFORE MAKING BUSINESS DECISIONS BASED ON SERVICE CONTENT.

15. Limitation of Liability

15.1 Consequential Damages Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING:

(a) Loss of profits, revenue, business, or anticipated savings;

(b) Loss of data or data reconstruction costs;

(d) Business interruption;

(e) Cost of procurement of substitute services; or

(f) Any other indirect or consequential losses;

ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY, AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE).

15.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING LIABILITY FOR BREACH OF SECTION 8 (CUSTOMER DATA), SECTION 12 (CONFIDENTIALITY) OR THE DPA AND FOR ANY SECURITY INCIDENT, SHALL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO BASEBRIGHT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100) IF NO FEES WERE PAID IN THAT PERIOD.

15.3 Exceptions

Sections 15.1 and 15.2 do not apply to:

(a) Customer’s obligation to pay Fees;

(b) Customer’s breach of Section 6 (Restrictions and Prohibited Uses);

(d) A party’s fraud or willful misconduct; or

(e) Liability that cannot be limited or excluded under applicable law.

15.4 Basis of the Bargain

Customer acknowledges that Basebright has set its prices and entered into these Terms in reliance on the disclaimers of warranty and limitations of liability set forth in them, and that they form an essential basis of the bargain between the parties. The limitations in this Section 15 apply even if any limited remedy fails of its essential purpose.

16. Indemnification

16.1 Indemnification by Basebright

Basebright shall defend Customer against any third-party claim alleging that Customer’s authorized use of the Service infringes or misappropriates a third party’s Intellectual Property Rights, and shall pay any damages finally awarded against Customer or amounts agreed in settlement, provided that:

(a) Customer promptly notifies Basebright of the claim in writing;

(b) Basebright has sole control of the defense and settlement; and

Basebright’s obligations under this Section do not apply to claims arising from:

(i) Customer’s modification of the Service;

(ii) Combination of the Service with non-Basebright products or services;

(iii) Customer’s continued use after notice of alleged infringement;

(iv) Customer Data or AI Responses; or

(v) Customer’s breach of these Terms.

16.2 Indemnification by Customer

Customer shall defend Basebright against any third-party claim, and pay resulting damages, costs and reasonable attorneys’ fees, arising from:

(a) Customer Data or Customer’s use of the Service in violation of these Terms;

(b) Customer’s violation of applicable laws or third-party rights;

(d) Actions taken by Customer or its clients based on Service Content;

(e) Customer’s sharing of Service Content with third parties; or

(f) Customer’s installation or use of the Tracking Code, including any failure to provide notices to, or obtain consents from, its website visitors.

16.3 Procedures

The indemnified party shall:

(a) Provide prompt written notice of the claim;

(b) Grant the indemnifying party sole control of the defense and settlement, provided that the indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party without its consent; and

16.4 Exclusive Remedy

This Section 16, subject to Section 15, states each party’s entire liability and the other party’s exclusive remedy for the third-party claims described in it.

17. Term, Cancellation and Termination

17.1 Term

These Terms start when Customer first accepts them or first uses the Service, whichever is earlier. They continue until the Organization is closed or these Terms are terminated under this Section 17.

17.2 Renewal and Cancellation of Subscriptions

(a) Auto-renewal. Subscriptions renew automatically for successive periods of the same length until cancelled.

(b) How to cancel. A User can cancel a subscription at any time from the billing settings in the Platform (“Manage Billing”). Cancellation takes effect at the end of the current Subscription Term. No further subscription Fees are charged after that.

(c) After cancellation. Cancelling a subscription does not close the Organization. Customer keeps access to the Platform and its data. Remaining Credits stay usable until they expire under Section 4.2. Scheduled re-runs that Customer has set up keep running, and keep using the remaining Credits, until Customer turns them off or the balance reaches zero. Automatic Top-Up switches off as described in Section 4.3(f).

17.3 Closing the Organization

Customer may close its Organization and terminate these Terms at any time by writing to [email protected]. Section 8.7 then applies to Customer Data.

17.4 Termination by Basebright

Basebright may terminate these Terms or any subscription:

(a) With cure period: upon fifteen (15) days’ written notice if Customer materially breaches these Terms and fails to cure the breach within the notice period; or

(b) Immediately: upon written notice if Customer:

(i) Breaches Section 6 (Restrictions and Prohibited Uses);

(ii) Engages in any illegal activity through the Service;

(iii) Poses a security threat to the Service or third parties;

(iv) Violates AI Provider terms in a manner that jeopardizes Basebright’s relationship with those providers;

(v) Fails to pay Fees for more than thirty (30) days after written notice of non-payment; or

(vi) Becomes subject to bankruptcy, insolvency, or similar proceedings.

17.5 Effect of Termination

Upon termination of these Terms:

(a) All rights and licenses granted to Customer terminate immediately;

(b) Customer shall cease all use of the Service, remove the Tracking Code from its websites, and delete any Confidential Information of Basebright;

(d) Customer shall pay all Fees accrued through the termination date, and unused Credits are forfeited; and

(e) No refunds will be provided for any prepaid Fees or unused Credits, except as provided in Section 13.2.

17.6 Survival

The following Sections survive termination or expiration of these Terms: 1 (Definitions), 4.5 (Fees and Billing) as to amounts accrued, 6 (Restrictions and Prohibited Uses), 8.4 (Usage Data), 8.7 (Retention and Deletion), 11 (Intellectual Property), 12 (Confidentiality), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17.5 (Effect of Termination), 17.6 (Survival), and 19 (General Provisions).

18. Publicity

18.1 Customer Name and Logo

Customer grants Basebright the right to use Customer’s name and logo in Basebright’s customer lists, website and marketing materials. Customer may revoke this permission at any time by writing to [email protected], and Basebright will remove Customer’s name and logo within thirty (30) days of receiving the notice.

18.2 Basebright Name and Logo

Customer may not use Basebright’s name, logo, or trademarks without Basebright’s prior written approval in each instance. Requests may be sent to [email protected].

19. General Provisions

19.1 Governing Law

These Terms are governed by the laws of the State of Delaware and applicable federal laws of the United States, without regard to conflict of laws principles that would require application of the laws of another jurisdiction.

19.2 Jurisdiction and Venue

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any legal proceedings arising out of or related to these Terms. Each party waives any objection to venue and any objection based on inconvenient forum.

19.3 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AND BASEBRIGHT EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND. Any dispute arising under these Terms shall be resolved on an individual basis.

19.4 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign them in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by these Terms. Any purported assignment in violation of this Section is void.

19.5 Notices

All notices under these Terms shall be in writing and are deemed given when:

(a) Delivered personally;

(b) Sent by email; or

Notices to Basebright shall be sent to [email protected] or to the postal address in Section 21. Notices to Customer shall be sent to the email addresses of the Organization’s owners.

19.6 Force Majeure

Neither party shall be liable for any failure or delay in performance, other than payment obligations, due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of governmental authorities, fire, floods, accidents, strikes, pandemics, or failures of third-party services (including AI Providers). The affected party shall notify the other party promptly and use reasonable efforts to mitigate the effects.

19.7 Entire Agreement

These Terms, together with any Orders, the DPA and the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements, proposals and communications. Any terms in Customer’s purchase order or similar document that conflict with or add to these Terms are rejected and have no effect.

19.8 Changes to These Terms

Basebright may modify these Terms by posting an updated version on its website. For material changes, Basebright will notify Customer by email or in the Platform at least thirty (30) days before they take effect and may ask Users to accept the updated Terms in the Platform. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree, Customer may close its Organization before the effective date.

19.9 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions remain in effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

19.10 Waiver

No failure or delay by either party in exercising any right under these Terms constitutes a waiver of that right. Any waiver must be in writing.

19.11 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship between the parties.

19.12 Export Compliance and Sanctions

Customer shall comply with all applicable export control and sanctions laws. Customer represents and warrants that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and is not on any U.S. government restricted-party list.

19.13 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

19.14 Headings and Language

Headings are for convenience only and do not affect interpretation. These Terms are written in English. If they are translated, the English version prevails.

20. Illegal Content Notices and EU Digital Services Act

20.1 Scope

This Section describes how Basebright handles notices about illegal content stored in the Service. It also sets out the information required by Regulation (EU) 2022/2065 (the “Digital Services Act” or “DSA”). Customer Data is private to each Organization and is not published to the public by the Service.

20.2 Points of Contact

Basebright’s single point of contact for Member State authorities, the European Commission and the European Board for Digital Services (Article 11 DSA), and for recipients of the Service (Article 12 DSA), is [email protected]. Communications may be sent in English.

20.3 How to Notify Us of Illegal Content

Anyone may notify Basebright of content in the Service that they consider illegal by writing to [email protected]. The notice should include:

(a) A sufficiently substantiated explanation of why the content is considered illegal;

(b) A clear indication of the exact electronic location of the content, such as a URL or the Organization and project name;

(c) The name and email address of the person submitting the notice, except for notices concerning offences referred to in Articles 3 to 7 of Directive 2011/93/EU; and

(d) A statement confirming the submitter’s good-faith belief that the information and allegations in the notice are accurate and complete.

Basebright will confirm receipt without undue delay, handle the notice in a timely, diligent, non-arbitrary and objective manner, and inform the submitter of its decision and of the available means of redress.

20.4 Restrictions, Statement of Reasons and Complaints

(a) Basebright does not proactively review Customer Data. It may remove or disable access to content, or suspend or terminate an Organization, if content is illegal or breaches these Terms, following a notice, an order from an authority, or Basebright’s own detection of abuse.

(b) Basebright uses automated means only to enforce technical limits, such as Credit balances and usage limits, and to check free-trial eligibility. Decisions to remove content or to suspend or terminate an Organization are taken by a person.

(c) When Basebright restricts content or an account, it will inform the affected Customer of the restriction and give a statement of reasons. The statement will cover the facts and circumstances relied on, the legal or contractual ground, whether automated means were used, and the available redress. Basebright will not do this where the law prohibits it.

(d) Customer may contest any such decision by replying to the notification or by writing to [email protected] within six (6) months. A person will review the complaint and Customer will be informed of the outcome. Customer may also seek redress before the competent courts.

20.5 Offences Involving a Threat to Life or Safety

If Basebright becomes aware of information giving rise to a suspicion that a criminal offence involving a threat to the life or safety of a person has taken place, is taking place or is likely to take place, it will promptly inform the competent law enforcement or judicial authorities, as required by Article 18 DSA.

21. Contact Information

Basebright Inc. 2810 N Church St Wilmington, Delaware 19802, USA Email: [email protected] Website: https://basebright.ai

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