Terms of Service - Basebright

These Terms of Service ("Agreement" or "Terms") constitute a legally binding agreement between Basebright Inc., a Delaware corporation ("Basebright," "we," "us," or "our"), and the entity or individual agreeing to these terms ("Customer," "you," or "your"). This Agreement governs your access to and use of the Basebright AI Platform and related services (collectively, the "Service").

By accessing or using the Service, clicking "I agree," or otherwise indicating acceptance, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement.

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

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 third-party artificial intelligence systems, large language models, and AI-powered services that the Service queries, including but not limited to OpenAI (ChatGPT), Anthropic (Claude), Google (Gemini), Perplexity, Grok, Meta (Llama), and DeepSeek.

"AI Responses" means the outputs, content, and data generated by AI Providers in response to queries made through the Service.

"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 circumstances of disclosure.

"Customer Data" means any data, content, queries, prompts, or other information submitted by Customer or Users to the Service, excluding Usage Data.

"Documentation" means the user guides, help documentation, and other materials describing the features and functionality of the Service made available by Basebright.

"Effective Date" means the date on which Customer first accepts this Agreement or accesses the Service, whichever occurs first.

"Fees" means the platform service fees payable by Customer to Basebright for access to the Service, excluding any pass-through costs for Third-Party AI Services, API usage charges, or other third-party costs.

"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 an ordering document, subscription page, or online purchase flow specifying the Service plan, credits, fees, and other terms agreed upon by Customer.

"Platform" means the Basebright AI Platform accessible at basebright.ai and any related web applications, tools, and interfaces.

"Service Content" means all analytics, reports, insights, visualizations, and other outputs generated by the Service based on AI Responses.

"Subscription Term" means the period during which Customer has paid for access to the Service, as specified in the applicable Order.

"Third-Party AI Services" means the AI Providers and their associated services, APIs, and platforms that the Service integrates with or queries.

"Usage Data" means information generated from Customer's and Users' use of the Service, including feature usage, query volumes, performance metrics, and technical logs.

"User" means any individual authorized by Customer to access and use the Service on Customer's behalf, including employees, contractors, and agents.

2. DESCRIPTION OF SERVICES

2.1 Platform Overview

The Basebright AI Platform provides an analytics platform that queries Third-Party AI Services (such as large language model-based assistants and AI search engines) with prompts relevant to Customer's industry, then collects, aggregates, and analyzes the resulting AI Responses. The Service tracks metrics including but not limited to: brand mention frequency, recommendation positioning, cited sources, and response metadata. Analysis results are provided for informational purposes to assist Customer in evaluating content marketing strategies.

2.2 What the Service Does

Subject to this Agreement, the Service enables Customer to:

(a) Configure and execute queries to supported AI Providers;

(b) Collect and store AI Responses for analysis;

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

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

(f) 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 therefrom;

(d) Does NOT provide strategic consulting, marketing advice, or recommendations beyond the presentation of data and analytics;

(e) Does NOT warrant that AI Providers will continue to operate, remain available, or maintain consistent behavior;

(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 Third-Party AI Services that are owned and operated by independent third parties. Customer acknowledges that:

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

(b) AI Responses may contain errors, inaccuracies, biases, hallucinations, or misleading information;

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

(d) Customer's use of the Service may be subject to the terms and conditions of AI Providers, and Customer agrees to comply with such terms;

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

(f) The availability and functionality of specific AI Providers within the Service may change based on technical, legal, or business considerations.

3. ACCOUNT REGISTRATION

3.1 Account Creation

To access the Service, Customer must create an account by providing accurate, current, and complete information as requested during the registration process. Customer agrees to maintain and promptly update account information to keep it accurate, current, and complete.

3.2 Account Security

Customer is responsible for:

(a) Maintaining the confidentiality of login credentials;

(b) All activities that occur under Customer's account;

(d) Ensuring that Users comply with this Agreement.

3.3 Age Requirement

The Service is intended for users who are at least eighteen (18) years of age. By using the Service, you represent and warrant that you are at least 18 years old. If you are under 18, you may not use the Service.

4. SUBSCRIPTIONS AND PAYMENT

4.1 Subscription Plans

Basebright offers the following subscription options:

(a) Monthly Subscriptions: Billed on a monthly recurring basis;

(b) Annual Subscriptions: Billed annually with potential discounted pricing; and

The specific features, credits, and pricing for each subscription are set forth in the applicable Order or on the Platform's pricing page.

4.2 Credits and Usage

(a) Credit Allocation: Each subscription includes a monthly allocation of credits that may be used to execute queries and access Service features. The credit allocation is specified in the applicable Order.

(b) Credit Composition: The subscription fee includes credits for platform usage, costs for AI Responses from Third-Party AI Services, and Basebright's platform service fee.

(c) Credit Expiration: Unused credits expire at the end of each monthly billing period and do not roll over to subsequent periods, unless otherwise agreed in writing.

(d) Additional Usage Packages: Customer may purchase additional usage packages separately. Such packages may have different expiration terms as specified in the applicable offer.

(e) Usage Limits: If Customer exhausts available credits, access to certain Service features will be suspended until additional credits are purchased or the next billing period begins. The Service does not permit usage beyond credited amounts and will not charge overage fees.

4.3 Fees and Billing

(a) Payment: Customer agrees to pay all Fees specified in the applicable Order. All Fees are stated and payable in U.S. dollars unless otherwise specified.

(b) Billing Cycle: Fees are billed in advance on a recurring basis (monthly or annually) based on the selected subscription plan.

(c) Payment Method: Customer must provide a valid payment method. Customer authorizes Basebright to charge the designated payment method for all Fees when due.

(d) Late Payments: Overdue amounts may accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less.

(e) Fee Changes: Basebright may modify Fees upon thirty (30) days' advance notice. Fee changes will take effect at the start of the next Subscription Term following the notice period.

4.4 Taxes

Customer is responsible for all sales, use, value-added, withholding, and similar taxes and levies imposed on transactions under this Agreement, excluding taxes based on Basebright's net income. If Basebright is required to collect or pay any such taxes, they will be invoiced to Customer and paid by Customer unless a valid tax exemption certificate is provided.

4.5 No Refunds

All Fees are non-refundable except as expressly set forth in this Agreement. No refunds will be provided for unused credits, partial subscription periods, or early termination. Basebright may, in its sole discretion, consider refund requests on a case-by-case basis for extenuating circumstances.

5. ACCESS AND USE

5.1 Access Grant

Subject to Customer's compliance with this Agreement and payment of applicable Fees, Basebright grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business purposes in accordance with the Documentation.

5.2 Users and Credentials

(a) Customer may permit Users to access the Service on Customer's behalf using login credentials provided by or through Basebright.

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

(d) Customer shall promptly notify Basebright if any User's access should be terminated.

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 such clients as part of Customer's agency or consulting services. However:

(a) Customer may not provide direct access to the Platform to any third party;

(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 this Agreement 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 Method

The Service is currently provided exclusively through the web-based Platform interface. API access is not currently available. Basebright reserves the right to modify the methods of accessing the Service at any time.

6. RESTRICTIONS AND PROHIBITED USES

Customer agrees not to, 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;

(c) Circumvent Controls: Circumvent, disable, or interfere with any usage limits, security measures, access controls, or technological protection measures of the Service;

(d) Share Credentials: Share, transfer, or disclose login credentials to 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 Service: Interfere with, disrupt, or impose an unreasonable burden on the Service, its infrastructure, or other users;

(g) Competitive Development: Use the Service to develop a competing product or service, or for competitive benchmarking or analysis;

(h) Unauthorized Benchmarking: Publish or disclose performance benchmarks, comparisons, or evaluations of the Service without Basebright's prior written consent;

(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 authorized by the applicable subscription or Order;

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

(l) Create Derivative Works: Frame, mirror, or create derivative works based on the Service or its content, 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; or

(n) Manipulate AI Systems: Attempt to manipulate, game, or artificially influence AI Provider responses through the Service.

7. CUSTOMER OBLIGATIONS

7.1 Compliance with Laws

Customer shall comply with all applicable laws, regulations, and industry standards in connection with its use of the Service, including but not limited to data protection, privacy, 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 such information as necessary.

7.4 Cooperation

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

8. CUSTOMER DATA

8.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement 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, and display Customer Data solely to the extent necessary to provide, maintain, and improve the Service, and to comply with applicable laws.

8.3 Storage of AI Responses

Customer acknowledges and agrees that Basebright stores AI Responses received through the Service in order to provide analytics, generate reports, and enable the features of the Service. Such AI Responses are retained as part of Customer Data.

8.4 Usage Data and Telemetry

Basebright may collect and use Usage Data—including IP addresses and derived geographic location—to operate, maintain, improve, and develop the Service and Basebright's other products and services. Basebright may use aggregated and anonymized Usage Data for any lawful business purpose, provided such data does not identify Customer or any individual.

8.5 Data Processing

To the extent that Basebright processes personal data on behalf of Customer, the parties agree to enter into a Data Processing Agreement upon Customer's request. A Data Processing Agreement is available at basebright.ai/legal/dpa or upon request to [email protected].

8.6 Privacy

Basebright's collection and use of personal information is governed by the Basebright Privacy Policy, available at basebright.ai/privacy. Customer acknowledges that it has reviewed and agrees to the Privacy Policy.

9. SUPPORT AND SERVICE LEVELS

9.1 Support

Basebright will provide Customer with email-based support for the Service. Support requests may be submitted to [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 and not guarantees.

9.3 Service Availability

Basebright will use commercially reasonable efforts to make the Service available. However, the Service may be subject to scheduled maintenance, updates, and occasional unplanned downtime. Basebright will endeavor to provide 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 Third-Party AI Services or other third-party dependencies;

(e) Suspension of Customer's access pursuant to this Agreement; or

(f) Beta features or trial periods.

10. SUSPENSION OF SERVICES

10.1 Suspension for Cause

Basebright may immediately suspend Customer's access to 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) Customer's account is overdue for payment 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 court order.

10.2 Notice

Basebright will endeavor to provide Customer with prior notice of suspension when commercially reasonable, except where immediate suspension is necessary to prevent harm or comply with legal requirements.

10.3 Effect of Suspension

During any suspension, Customer remains responsible for all Fees that accrue during the suspension period. Suspension does not limit Basebright's other rights or remedies under this Agreement 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, Documentation, and all related technology, including all Intellectual Property Rights therein. Except for the limited access rights expressly granted in this Agreement, no rights in the Service or Basebright's Intellectual Property are granted to Customer.

11.2 Service Content

As between the parties, Service Content generated specifically for Customer based on Customer Data is owned by Customer, subject to Basebright's underlying Intellectual Property Rights in the Service and the analytics methodologies used to generate such content.

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 this Agreement.

11.5 Third-Party Trademarks

The Service integrates with and displays information from Third-Party AI Services. The names, logos, and trademarks of AI Providers—including but not limited to OpenAI, ChatGPT, Google, Gemini, Anthropic, Claude, Perplexity, Meta, Llama, and DeepSeek—are the property of their respective owners. Basebright's use of these names and logos is solely to identify the AI Providers whose services are queried through the Platform and 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, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement; and

12.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement;

(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 the party (to the extent legally permitted) gives the other party reasonable advance notice to 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 this Agreement;

(b) This Agreement constitutes a valid and binding obligation; and

13.2 Service Warranty

Basebright warrants that during the 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 or, if Basebright cannot do so within thirty (30) days, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid Fees for the remainder of the Subscription Term.

13.3 Customer Warranty

Customer represents and warrants that:

(a) Customer has all rights necessary to grant the licenses in this Agreement;

(b) Customer Data 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. The AI Providers are independent third parties, and Basebright has no ability to predict, control, or modify their outputs.

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

(c) INFORMATIONAL PURPOSES ONLY: All Service Content, analytics, reports, and insights are provided for informational purposes only. They do not constitute professional advice, recommendations, or endorsements of any kind.

(d) 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. Past performance data does not guarantee future results.

(e) AI PROVIDER CHANGES: AI Providers may change their services, algorithms, training data, policies, or availability at any time without notice. Such changes may affect the Service's functionality and the consistency of AI Responses.

(f) THIRD-PARTY TERMS: Customer's use of the Service may be subject to the terms and policies of AI Providers. Basebright is not responsible for Customer's compliance with such terms.

(g) NO VERIFICATION: Basebright does not independently verify, validate, 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, 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 AND CONDITIONS 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 BUT NOT LIMITED TO:

(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 THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, 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 THIS AGREEMENT SHALL NOT EXCEED THE AGGREGATE FEES PAID OR PAYABLE BY CUSTOMER TO BASEBRIGHT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

For purposes of this Section, "Fees" means the platform service fees paid by Customer to Basebright, excluding any pass-through costs for Third-Party AI Services, API usage charges, or other third-party costs included in Customer's subscription.

15.3 Exceptions

The limitations in this Section 15 shall not apply to:

(a) Either party's breach of confidentiality obligations under Section 12;

(b) Either party's indemnification obligations under Section 16;

(d) Customer's payment obligations; or

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

15.4 Basis of the Bargain

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

16. INDEMNIFICATION

16.1 Indemnification by Basebright

Basebright shall defend, indemnify, and hold harmless Customer from and against any third-party claim, action, or proceeding 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

(v) Customer's breach of this Agreement.

16.2 Indemnification by Customer

Customer shall defend, indemnify, and hold harmless Basebright from and against any third-party claim, action, or proceeding arising from:

(a) Customer Data or Customer's use of the Service in violation of this Agreement;

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

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

(e) Customer's sharing of Service Content with third parties.

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 consent); and

16.4 Exclusive Remedy

This Section 16 states each party's entire liability and the other party's exclusive remedy for third-party claims described herein.

17. TERM AND TERMINATION

17.1 Term

This Agreement commences on the Effective Date and continues until terminated in accordance with this Section 17 (the "Term").

17.2 Subscription Term and Renewal

(a) Initial Term: Each subscription begins on the date specified in the Order and continues for the initial Subscription Term (monthly or annual).

(b) Auto-Renewal: Subscriptions automatically renew for successive periods of the same duration as the initial Subscription Term unless Customer cancels before the end of the current period.

(c) Cancellation: Customer may cancel a subscription at any time before the end of the current billing period. Cancellation will take effect at the end of the current Subscription Term, and Customer will retain access until that date.

17.3 Termination by Customer

Customer may terminate this Agreement at any time by:

(a) Canceling all subscriptions through the Platform or by written notice to Basebright; and

(b) Ceasing all use of the Service.

17.4 Termination by Basebright for Cause

Basebright may terminate this Agreement or any subscription:

(a) With Cure Period: Upon fifteen (15) days' written notice if Customer materially breaches this Agreement and fails to cure such breach within the notice period; or

(b) Immediately Without Cure: 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 such 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 or expiration of this Agreement:

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

(b) Customer shall cease all use of the Service and delete any Confidential Information of Basebright;

(c) Basebright will retain Customer Data for thirty (30) days following termination, during which Customer may request export of Customer Data. After such period, Basebright may delete Customer Data;

(d) Customer shall pay all Fees accrued through the termination date; and

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

17.6 Survival

The following Sections shall survive termination or expiration of this Agreement: 1 (Definitions), 6 (Restrictions), 8.4 (Usage Data), 11 (Intellectual Property), 12 (Confidentiality), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17.5 (Effect of Termination), 17.6 (Survival), and 18 (General Provisions).

18. PUBLICITY

18.1 Customer Logo Usage

Customer grants Basebright the right to use Customer's name, logo, and trademarks in Basebright's customer lists, marketing materials, website, case studies, and promotional activities. Customer may revoke this permission at any time by sending written notice to [email protected], and Basebright will remove Customer's name and logo within thirty (30) days of receiving such notice.

18.2 Basebright Logo Usage

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

19. GENERAL PROVISIONS

19.1 Governing Law

This Agreement shall be governed by and construed in accordance with 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 this Agreement. 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 this Agreement shall be resolved on an individual basis, and neither party shall join or consolidate claims with those of any other person or entity.

19.4 Assignment

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

19.5 Notices

All notices under this Agreement shall be in writing and shall be deemed given when:

(a) Delivered personally;

(b) Sent by confirmed email; or

Notices to Basebright shall be sent to:

Basebright Inc.
2810 N Church St
Wilmington, Delaware 19802 US
Email: [email protected]

Notices to Customer shall be sent to the email address associated with Customer's account.

19.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to 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

This Agreement, together with any Orders and the Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any terms or conditions contained in Customer's purchase order or other ordering document that conflict with or are in addition to this Agreement are expressly rejected and shall have no effect.

19.8 Amendments

Basebright may modify this Agreement from time to time by posting an updated version on the Platform. Material changes will be communicated to Customer via email or through the Platform at least thirty (30) days before taking effect. Customer's continued use of the Service after the effective date of any modification constitutes acceptance of the modified Agreement. If Customer does not agree to the modifications, Customer may terminate this Agreement before the effective date.

19.9 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected. 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 this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party's authorized representative.

19.11 Independent Contractors

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, or employment relationship between the parties.

19.12 Export Compliance

Customer shall comply with all applicable export control laws and regulations. Customer represents and warrants that Customer is not located in, or a resident of, any country subject to U.S. trade sanctions, and is not on any U.S. government restricted parties list.

19.13 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a party to this Agreement, except that Basebright's licensors and AI Providers are third-party beneficiaries of Customer's obligations regarding their services.

19.14 Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

20. CONTACT INFORMATION

If you have any questions about this Agreement or the Service, please contact us at:

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

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT.