Last updated: August 28, 2026
This End User License Agreement, including the online order page through which Licensee subscribes to the Software, which by this reference is incorporated herein (this “Agreement”), is a binding agreement between Base Operations, Inc. (“Licensor”) and the legal entity identified during the online checkout process as the subscriber of the Software (“Licensee”). The individual accepting this Agreement on Licensee’s behalf, whether by clicking through the online checkout process or by accessing or using the Software, is referred to in this Agreement as “you.” This Agreement is intended for use by businesses and other legal entities, and not by individual consumers for personal, family, or household purposes.
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “I AGREE” (OR SIMILAR) BUTTON OR CHECKBOX PRESENTED WITH THESE TERMS DURING THE ONLINE CHECKOUT PROCESS, OR BY ACCESSING OR USING THE SOFTWARE, YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS; AND (III) LICENSEE IS NOT AN INDIVIDUAL ACTING IN A PERSONAL CAPACITY BUT IS A BUSINESS OR OTHER LEGAL ENTITY, AND IS ACCEPTING THIS AGREEMENT AND ACCESSING AND USING THE SOFTWARE, THE DOCUMENTATION, AND ANY REPORT SOLELY FOR ITS OWN BUSINESS PURPOSES AND NOT FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT MAKE THE SOFTWARE AVAILABLE TO LICENSEE AND YOU MUST NOT ACCESS OR USE THE SOFTWARE OR DOCUMENTATION OR ANY REPORT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO RIGHT TO ACCESS OR USE THE SOFTWARE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY SUCH RIGHT, WITH RESPECT TO ANY ACCESS TO THE SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY THROUGH LICENSOR’S AUTHORIZED ONLINE CHECKOUT PROCESS.
For purposes of this Agreement, the following terms have the following meanings:
“Aggregated Statistics” means data and information related to Licensee’s use of the Software that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Software.
“Authorized User” means an employee, consultant, contractor, or agent of Licensee who is authorized by Licensee to access and use the Software under the rights granted to Licensee pursuant to this Agreement and for whom access to the Software has been provisioned through the online order page.
“Base Operations Platform” means Licensor’s enterprise threat-intelligence platform offering, made available to Licensee on a subscription basis as described on the applicable Order Page.
“Base Report Platform” means Licensor’s self-serve threat-assessment offering (formerly known as Base CoPilot), made available through the online checkout process at copilot.baseoperations.com or another webpage operated by Licensor, through which Reports are generated and Credits are redeemed.
“Confidential Information” has the meaning set forth in Section 12.
“Credits” means prepaid, non-expiring credits purchased by Licensee in a fixed-quantity pack (e.g., a ten (10) credit pack) as set forth on the Order Page, each of which may be redeemed by Licensee for one (1) Report in accordance with Section 3. Once purchased, Credits are non-refundable except as expressly set forth in Section 3(d).
“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee or an Authorized User through the Software.
“Documentation” means Licensor’s user manuals, handbooks, and guides relating to the Software made available by Licensor to Licensee electronically.
“Dispute” has the meaning set forth in Section 19.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Fees” means the fees paid or required to be paid by Licensee as set forth on the Order Page, exclusive of taxes, for: (a) access to the Software, in the case of a subscription to the Base Operations Platform; (b) a Report purchased individually; or (c) a pack of Credits, as applicable.
“Initial Term” has the meaning set forth in Section 16.
“Order” has the meaning set forth in Section 3.
“Order Page” means the online order page on Licensor’s website through which Licensee (a) selects and subscribes to the Software; (b) purchases a Report; (c) or purchases a pack of Credits, in each case of (a)-(c) including any confirmation page or email generated by Licensor that identifies the Software or Report licensed, or Credits purchased, as applicable, the subscription term (if any) to the Base Operations Platform, the number of Authorized Users (if applicable), and the applicable Fees.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.
“Platform” means the Base Report Platform and the Base Operations Platform, or either of them, as applicable. Each of the Base Report Platform and the Base Operations Platform is Software licensed under this Agreement, as described on its own Order Page.
“Renewal Term” has the meaning set forth in Section 16.
“Report” means a location threat-assessment output (and the associated data, scores, narrative, and files) generated by and delivered to Licensee through the Base Report Platform, whether individually or by redeeming a Credit.
“Software” means the hosted, software-as-a-service offering provided by Licensor and described on the Order Page, together with any related software, application programming interfaces, and any Updates that Licensor makes generally available to its subscribers.
“Stripe” means Stripe, Inc. and its affiliates, Licensor’s third-party payment processor, which acts as merchant of record for all Fees paid by Licensee under this Agreement.
“Support” has the meaning set forth in Section 8.
“Term” has the meaning set forth in Section 16.
“Third Party” means any Person other than Licensee or Licensor, provided that, solely for purposes of Section 3(a) and Section 5(h), “Third Party” excludes any client of Licensee (each, a “Permitted Recipient”) that: (i) has engaged Licensee to provide professional services in the ordinary course of Licensee’s business; (ii) receives the Report from Licensee solely in connection with, and for the purpose of evaluating or acting upon, those professional services, and not as a stand-alone product for which any separate charge is made; (iii) receives the Report in its entirety and without modification; and (iv) is subject to written terms satisfying the requirements of Section 3(a). A Person ceases to be a Permitted Recipient, and is a Third Party for all purposes of this Agreement, upon the failure of any of the foregoing conditions. Licensee remains responsible and liable for each Permitted Recipient’s use of the Report as if it were Licensee’s own use.
“Third-Party Licenses” has the meaning set forth in Section 4.
“Updates” means any updates, bug fixes, patches, or other error corrections to the Software that Licensor generally makes available free of charge to all licensees of the Software.
Subject to and conditioned upon Licensee’s payment of the Fees and Licensee’s compliance with all terms and conditions set forth in this Agreement, in the event Licensee subscribes to the Base Operations Platform as set forth on the applicable Order Page, Licensor hereby grants Licensee a non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 22(e)) right, during the Term and solely by and through its Authorized Users, to:
(a) Access and use the Software through the interfaces and channels made available by Licensor and run any client software components made available by Licensor as part of the Software, in each case in accordance with the Documentation and solely for Licensee’s internal business purposes.
(b) Permit Authorized Users to access and use the Software in accordance with this Agreement and the Documentation, solely for Licensee’s internal business purposes.
(c) Access and use the Documentation, in each case solely in support of Licensee’s permitted use of the Software in accordance with this Agreement.
A subscription to the Base Operations Platform does not entitle Licensee to any Report. Reports are licensed separately under Section 3, whether by individual purchase or by redemption of Credits, in each case as set forth on the Order Page.
In addition to any subscription to the Software described in Section 2, Licensee may license a Report on a one-time basis, or purchase a pack of Credits redeemable for Reports, in each case through the Order Page (each, an “Order”). Licensee is not required to subscribe to the Base Operations Platform in order to license a Report or to purchase Credits.
(a) License to Reports. Subject to Licensee’s payment of the applicable Fees, Licensor grants Licensee a non-exclusive, non-sublicensable, non-transferable, revocable right to access, download, and use each Report solely for Licensee’s own internal business purposes. The license granted under this Section 3(a) is a license to the Report only, and does not grant Licensee any right in or to the Base Operations Platform, or any right in or to the Base Report Platform or the Software other than as necessary for Licensee to generate, access, and download the Report through the Base Report Platform. Access to and use of the Base Operations Platform requires a subscription under Section 2. Notwithstanding the foregoing, Licensee may provide a Report to a Permitted Recipient of Licensee solely in connection with professional services that Licensee provides to that client, provided that Licensee: (i) provides the Report in its entirety and without modification; (ii) does not sell, resell, or charge any separate fee for the Report itself; and (iii) ensures that the recipient is subject to written terms that include disclaimers of warranty and limitations of liability for the benefit of Licensor no less protective than those set forth in Section 3(e), Section 6, Section 17, and Section 18. Licensee remains responsible and liable for each such recipient’s use of the Report as if it were Licensee’s own use.
(b) Credits. Credits are non-refundable and do not expire. Each Credit may be redeemed for one Report at any time following purchase. Credits have no cash value, are not transferable to any Person other than Licensee, and are not redeemable for cash or any other consideration.
(c) Limited-Data Reports. If Licensor determines that a Report would be generated using limited or incomplete underlying data for the selected location, Licensor will flag the Report as limited-data and obtain Licensee’s confirmation that Licensee wishes to proceed before charging the applicable Fees or redeeming a Credit. Once Licensee confirms and the Report is generated, the Report is final, and Licensee will not be entitled to a refund based on the Report reflecting limited data.
(d) Refunds. Except as set forth in this Section 3(d), all Fees paid for a Report and all amounts paid for Credits are non-refundable, and a Report that has been generated is not eligible for refund, cancellation, or credit for any reason, including Licensee’s assessment of the accuracy, completeness, or usefulness of the Report. Licensor will issue a refund only if: (i) Licensee was charged more than once for the same Report or pack of Credits due to a processing error; or (ii) Licensor fails to generate a requested Report. Licensee must request any refund under this Section 3(d) by contacting support@baseoperations.com within thirty (30) days after the applicable charge. The foregoing does not limit the ability of Stripe, as merchant of record, to issue a refund in accordance with its own policies.
(e) RELIANCE ON REPORTS.
(I) INFORMATIONAL ONLY. EACH REPORT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. A REPORT IS NOT PROFESSIONAL SECURITY, SAFETY, LEGAL, INSURANCE, FINANCIAL, ENGINEERING, OR INVESTMENT ADVICE, AND IS NOT A CERTIFIED SECURITY ASSESSMENT.
(II) SOURCES AND METHOD. EACH REPORT REFLECTS A POINT-IN-TIME ASSESSMENT GENERATED USING THIRD-PARTY, PUBLIC, AGGREGATED, AND MODELED DATA AND AUTOMATED METHODS. CONDITIONS CHANGE, AND UNDERLYING DATA MAY BE DELAYED, INCOMPLETE, MIS-LOCATED, OR INACCURATE. ANY SCORE OR RATING IS A PROBABILISTIC ESTIMATE AND NOT A STATEMENT OF FACT.
(III) NO RELIANCE FOR CRITICAL DECISIONS. LICENSEE IS SOLELY RESPONSIBLE FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE ON A REPORT, INCLUDING DECISIONS RELATED TO PERSONNEL SAFETY, SITE SELECTION, TRAVEL, OR INVESTMENT, AND LICENSEE SHALL NOT RELY ON A REPORT AS THE SOLE BASIS FOR ANY DECISION AFFECTING THE SAFETY OR SECURITY OF ANY PERSON OR PROPERTY OR FOR ANY LIFE-, SAFETY-, OR MISSION-CRITICAL DECISION.
(IV) NOT EMERGENCY SERVICES. THE SOFTWARE AND REPORTS ARE NOT AN EMERGENCY NOTIFICATION, MONITORING, OR RESPONSE SERVICE AND MUST NOT BE USED AS A SUBSTITUTE FOR EMERGENCY SERVICES.
(V) THE WARRANTY DISCLAIMER SET FORTH IN SECTION 17 AND THE LIMITATION OF LIABILITY SET FORTH IN SECTION 18 APPLY TO EACH REPORT.
(f) Discontinuation. Licensor reserves the right to cease offering Reports, in whole or in part, at any time in its sole discretion. Licensor may give notice of any such discontinuation by publishing notice on its website and may, in its discretion, also contact Licensee by email or other electronic means. If Licensor ceases to offer Reports, Licensor will, at Licensee’s election, either (i) apply the cash value of any Credits that remain unredeemed as of the date of discontinuation as a credit against Fees for the Base Operations Platform, or (ii) refund that cash value to Licensee. For this purpose, the cash value of an unredeemed Credit is the amount paid by Licensee for that Credit.
(g) Delivery. Reports are delivered electronically through the interfaces made available by Licensor. Licensor may make previously generated Reports available for access through those interfaces for a limited period, and Licensee is responsible for downloading and retaining its own copy of each Report. Licensor has no obligation to store, host, or make available any Report indefinitely.
The Software may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement (“Third-Party Licenses”), which are available upon request. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
(a) use (including make any copies of) the Software, Documentation, or any Report, beyond the scope of the license granted under 2 or Section 3, as applicable;
(b) except as expressly permitted under Section 3(a), provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Software, Documentation, or any Report, other than Licensee’s own personnel and professional advisors who are bound by confidentiality obligations at least as protective as those set forth in this Agreement;
(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software, Documentation, or any Report, or any part thereof;
(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices, or any disclaimer, score, methodology note, or attribution, provided on or with the Software or Documentation, or any Report, including any copy thereof;
(g) except as expressly set forth in Section 2(a), Section 2(c), or Section 3(a), as applicable, copy the Software, Documentation, or any Report, in whole or in part;
(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, any Report, or any features or functionality of the Software to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
(i) use the Software or Documentation or any Report in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:
(i) power generation systems;
(ii) aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
(iii) safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
(iv) military or aerospace applications, weapons systems, or environments;
(j) use the Software or Documentation or any Report in violation of any law, regulation, or rule;
(k) use the Software or Documentation or any Report for purposes of competitive analysis of the Software, the development of a competing software product or service, the building, training, or benchmarking of any competing product, dataset, or machine-learning model, or any other purpose that is to the Licensor’s commercial disadvantage; or
(l) represent or imply that a Report constitutes an independent, third-party, or certified assessment or certification of the safety or security of any location, person, or property.
(a) Licensee is responsible and liable for all uses of the Software, Documentation, or any Report, through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software, Documentation, or any Report, by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software, Documentation, and/or any Report, whether such access or use is permitted by or in violation of this Agreement.
(b) Licensee represents and warrants, as of the date of this Agreement and again as of the date of each Order placed through the online checkout process, that: (i) Licensee is a business or other legal entity and is not an individual acting for personal, family, or household purposes; (ii) Licensee is acquiring and will use the Software, the Documentation, and each Report solely for its own business purposes; and (iii) each individual who accepts this Agreement or places an Order on Licensee’s behalf, including the individual identified as “you” above, is duly authorized by Licensee to do so and to bind Licensee to this Agreement and to that Order. Licensor may rely on each such representation without further inquiry.
(a) The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software or any Report, including features to protect against any use of the Software that is prohibited under Section 5. Licensee shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
(b) During the Term, Licensor may, in Licensor’s sole discretion, audit Licensee’s use of the Software and any Report to ensure Licensee’s compliance with this Agreement.
(c) If any of the measures taken or implemented under this Section 7 determines that the Licensee’s use of the Software or any Report exceeds or exceeded the use permitted by this Agreement then:
(i) Licensee shall, within five days following the date of Licensor’s written notification thereof, pay to Licensor the retroactive Fees for such excess use and, unless Licensor terminates this Agreement pursuant to Section 7(c)(ii), obtain and pay for a valid license to bring Licensee’s use into compliance with this Agreement. In determining the Licensee Fee payable pursuant to the foregoing, (x) unless Licensee can demonstrate otherwise by documentary evidence, all excess use of the Software shall be deemed to have commenced on the commencement date of this Agreement or, if later, the completion date of any audit previously conducted by Licensor hereunder, and continued uninterrupted thereafter, and (y) the rates for such licenses shall be determined without regard to any discount to which Licensee may have been entitled had such use been properly licensed prior to its commencement (or deemed commencement).
(ii) If the use exceeds or exceeded the use permitted by this Agreement by more than ten percent (10%), Licensor shall also have the right to terminate this Agreement and the license granted hereunder, effective immediately upon written notice to Licensee.
Licensor’s remedies set forth in this Section 7(c) are cumulative and are in addition to, and not in lieu of, all other remedies the Licensor may have at law or in equity, whether under this Agreement or otherwise.
(a) Subject to Licensee’s payment of the Fees and compliance with this Agreement, Licensor will provide Licensee with the support services described in the Documentation or otherwise made available by Licensor through its website or customer support channels (collectively, “Support”) during the Term.
(b) Licensor may from time to time develop and deploy Updates in its sole discretion. All Updates will be deemed part of the Software and subject to the terms and conditions of this Agreement. Licensor has no obligation to develop any particular Update.
(c) Licensor has no obligation to provide Support: (i) for use of the Software in violation of this Agreement; (ii) if Licensee is in breach of this Agreement, including any failure to pay Fees when due; (iii) for issues caused by use of the Software with hardware, software, configurations, integrations, or third-party services not specified in the Documentation or expressly authorized by Licensor in writing; or (iv) in respect of any Report. For the avoidance of doubt, Support is provided in respect of the Base Operations Platform only, and Licensor has no obligation to provide Support in respect of any Report.
(a) Licensee acknowledges that Licensor may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Software and any Report and about equipment on which the Software is installed or through which it otherwise is accessed and used, through:
(i) the provision of maintenance and support services; and
(ii) security measures included in the Software as described in Section 7.
(b) Licensee agrees that the Licensor may use such information for any purpose related to any use of the Software or any Report by Licensee or on Licensee’s equipment, including but not limited to:
(i) improving the performance of the Software, the generation of Reports, or developing Updates; and
(ii) verifying Licensee’s compliance with the terms of this Agreement and enforcing the Licensor’s rights, including all Intellectual Property Rights in and to the Software.
To the extent information collected or used under this Section 9 constitutes personal information, Licensor’s collection, use, and disclosure of that information is also governed by the Privacy Policy referenced in Section 11(c).
Notwithstanding anything to the contrary in this Agreement, Licensor may temporarily suspend Licensee’s and any Authorized User’s access to all or any portion of the Software, immediately and without prior notice if reasonably necessary, if: (a) Licensor reasonably determines that (i) there is a threat or attack on the Software or other Licensor systems or networks; (ii) Licensee’s or any Authorized User’s use of the Software disrupts or poses a security risk to the Software, Licensor, or any other customer or user; (iii) Licensee or any Authorized User is using the Software for fraudulent or illegal activities, or in breach of Section 5; or (iv) Licensor’s provision of the Software to Licensee is prohibited by applicable law; or (b) any Fees are more than thirty (30) days past due. Licensor shall use commercially reasonable efforts to provide Licensee with notice of any suspension under this Section as promptly as practicable and to restore access to the Software as soon as the event giving rise to the suspension is resolved. Licensor will have no liability to Licensee or any Authorized User for any losses, damages, or costs arising out of any suspension permitted under this Section.
(a) As between Licensee and Licensor, Licensee owns all right, title, and interest in and to Customer Data. Licensee hereby grants Licensor a non-exclusive, royalty-free, worldwide license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide the Software, Support, and related services to Licensee, to generate and deliver Reports, to enforce this Agreement, to comply with applicable law, and as otherwise expressly permitted by this Agreement. Licensee represents and warrants that it has obtained all rights, consents, and authorizations necessary for Licensor to use Customer Data as contemplated by this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, Licensor may monitor Licensee’s use of the Software and any Report, and of the Software and collect and compile Aggregated Statistics. As between Licensor and Licensee, all right, title, and interest in and to Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. Licensor may use Aggregated Statistics for any lawful business purpose, including improving the Software, developing new products and features, benchmarking, and marketing, provided that Aggregated Statistics do not identify Licensee or any Authorized User and do not include Licensee’s Confidential Information.
(c) Licensee acknowledges that Licensor’s collection, use, and disclosure of personal information through the Software, any Report, or otherwise in connection with the Software is also governed by Licensor’s Privacy Policy posted on Licensor’s website at https://www.baseoperations.com/privacy, as updated from time to time. The Privacy Policy describes how Licensor collects, uses, and discloses personal information in connection with the Base Report Platform, the Base Operations Platform, and Reports. In the event of any conflict between this Agreement and the Privacy Policy, this Agreement controls, except with respect to the description of Licensor’s processing of personal information.
From time to time during the Term, Licensor may disclose or make available to Licensee information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” that Licensee knows or reasonably should know is confidential or proprietary information of Licensor (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain or becomes publicly known through no breach of this Agreement by Licensee; (b) is known by or in the possession of Licensee without confidentiality restriction at the time of disclosure; (c) is rightfully obtained by Licensee on a non-confidential basis from a third party; or (d) is independently developed by Licensee without use of or reference to Licensor’s Confidential Information. Licensee shall: (i) protect the Confidential Information of Licensor using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care; (ii) use the Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any person other than its employees, advisors, legal counsel, and authorized representatives who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Licensee may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental authority, or as otherwise required by applicable law, provided that Licensee first gives Licensor reasonable prior written notice (where legally permitted) and reasonable cooperation, at Licensor’s expense, to seek a protective order or other confidential treatment. Licensee’s obligations of non-disclosure with respect to Confidential Information continue for the Term and for three (3) years thereafter, except that obligations with respect to information that constitutes a trade secret under applicable law continue for so long as such information remains a trade secret.
Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claim, and resulting damages, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (i) Customer Data, including any allegation that Customer Data, or Licensor’s use of Customer Data as permitted under this Agreement, infringes, misappropriates, or violates the rights of any third party or applicable law; (ii) Licensee’s or any Authorized User’s use of the Software or any Report in violation of this Agreement, the Documentation, or applicable law, including any distribution or disclosure of a Report beyond the license granted in Section 3(a); or (iii) Licensee’s breach of Section 5. Licensor will notify Licensee of any claim in respect of which Licensor seeks indemnification under this Section 13, provided that any failure or delay in giving that notice will relieve Licensee of its obligations under this Section 13 only to the extent that Licensee is materially prejudiced by the failure or delay. Licensee may not settle any such claim in a manner that imposes any liability, admission of fault, non-monetary obligation, or restriction upon Licensor, or that does not include an unconditional release of Licensor, without Licensor’s prior written consent. Licensor may, at its option, defend itself against any such claim, or participate in the defense of any such claim with counsel of its own choosing, and Licensee’s obligations under this Section 13 will continue to apply.
Licensee acknowledges and agrees that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation, or in any Report or the data, scores, models, or methodologies underlying any Report, under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
Licensee shall pay all Fees in U.S. dollars in advance, by the payment method designated on the Order Page or otherwise selected by Licensee at checkout, in accordance with Licensor’s billing practices in effect from time to time. Licensee authorizes Licensor (and its payment processors, including Stripe,) to charge Licensee’s designated payment method for all Fees, including renewal Fees, when due. Except as expressly set forth in this Agreement, all Fees are non-refundable. Fees paid for a Report or a pack of Credits are refundable only to the extent set forth in Section 3(d). All Fees are exclusive of taxes, and Licensee is responsible for all sales, use, value-added, and similar taxes (other than taxes on Licensor’s net income). Stripe acts as merchant of record for all Fees processed through the Order Page and is responsible for calculating, collecting, and remitting applicable transaction taxes on such Fees; Licensor is not the merchant of record for tax purposes and is not responsible for determining Licensee’s tax nexus or for any tax registration obligations arising from Licensee’s purchases. If any Fees are not paid when due, Licensor may, in addition to its other rights and remedies, charge interest on the past-due amount at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the date such payment was due until paid in full, and recover its costs of collection (including reasonable attorneys’ fees). Licensor may modify Fees for any renewal term by providing Licensee with notice (which may be by email or by posting on Licensor’s website) at least fifteen (15) days prior to the start of such renewal term.
(a) Term. This Agreement commences on the date Licensee first accepts these terms or first accesses or uses the Software, whichever is earlier, and continues until: (x) the expiration of the initial subscription term selected by Licensee on the Order Page, if applicable; (y) Licensor’s generation and delivery of the last individual Report licensed by Licensee, if applicable; and (z) Licensee’s redemption of all Credits purchased by Licensee, if applicable (the “Initial Term”). If Licensee has subscribed to the Base Operations Platform, then following the Initial Term, this Agreement will automatically renew for successive renewal terms equal in length to the Initial Term (each, a “Renewal Term” and, together with the Initial Term, the “Term”), unless Licensee cancels its subscription through the account-management functionality on Licensor’s website (or, if such functionality is not available, by providing written notice to Licensor) prior to the end of the then-current term, or unless this Agreement is otherwise terminated as set forth herein. If Licensee has not subscribed to the Base Operations Platform, this Agreement will not automatically renew, and the Term will consist of the Initial Term only.
(b) Termination by Licensee. If Licensee has subscribed to the Base Operations Platform, Licensee may terminate this Agreement at any time by cancelling its subscription as described in Section 16(a) and ceasing all use of the Software, Documentation, and any Report. Cancellation will be effective at the end of the then-current Initial Term or Renewal Term, and Licensee will not be entitled to any refund of prepaid Fees except as expressly set forth in this Agreement. If Licensee has not subscribed to the Base Operations Platform, Licensee may terminate this Agreement at any time by ceasing all use of the Software, the Documentation, and any Report, in which case any unredeemed Credits will be forfeited and non-refundable.
(c) Termination by Licensor. Licensor may terminate this Agreement, effective upon written notice (which may be by email) to Licensee, if Licensee materially breaches this Agreement and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured fifteen (15) days after Licensor provides notice thereof. Licensor may also terminate this Agreement, effective immediately upon written notice, if Licensee fails to pay any Fees when due and such failure continues for more than ten (10) days after notice from Licensor.
(d) Insolvency. Licensor may terminate this Agreement, effective immediately upon written notice, if Licensee files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
(e) Effect of Termination. Upon expiration or earlier termination of this Agreement: (i) all rights and licenses granted to Licensee under this Agreement will immediately terminate; (ii) Licensee shall cease all use of the Software and Documentation and destroy all copies thereof; and (iii) Licensor may delete Customer Data in accordance with its standard data-retention practices, provided that Licensee may, on written request made within thirty (30) days following termination, request that Licensor provide Licensee with a copy of Customer Data in a format reasonably designated by Licensor. No expiration or termination of this Agreement will entitle Licensee to a refund of any Fees, except as expressly set forth in this Agreement, and termination will not relieve Licensee of any obligation to pay Fees accrued prior to the effective date of termination.
(f) Survival. The provisions of this Agreement that, by their nature, are intended to survive termination, including provisions regarding Confidentiality, Customer Data and Aggregated Statistics, Intellectual Property Rights, Payment, Warranty Disclaimer, Limitation of Liability, Indemnification, and Miscellaneous, will survive any expiration or termination of this Agreement.
THE SOFTWARE, DOCUMENTATION, AND ANY REPORT ARE PROVIDED TO LICENSEE “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AND ANY REPORT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET THE LICENSEE’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SOFTWARE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT ANY REPORT WILL BE ACCURATE, COMPLETE, OR CURRENT.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE OR ANY REPORT; ANY INACCURACY, INCOMPLETENESS, OR OMISSION IN, OR ANY RELIANCE ON, ANY REPORT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SOFTWARE, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO A REPORT OR OTHER ORDER UNDER SECTION 3, LICENSOR’S AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID BY LICENSEE FOR THE SPECIFIC REPORT OR ORDER GIVING RISE TO THE CLAIM. WITH RESPECT TO ANY OTHER CLAIM, IN NO EVENT WILL LICENSOR’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE LICENSOR PURSUANT TO THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.
(c) THE LIMITATIONS SET FORTH IN SECTION 18(a) AND SECTION 18(b) SHALL APPLY EVEN IF THE LICENSEE’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
This Section 19 applies to any dispute, claim, or controversy arising out of or relating to this Agreement or the Software, including any Report or Order (a “Dispute”), except that either party may bring an individual action in a court of competent jurisdiction to seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party’s Intellectual Property Rights or Confidential Information.
(a) Agreement to Arbitrate. Licensor and Licensee agree that any Dispute will be resolved exclusively through final and binding arbitration, rather than in court, except as set forth in this Section 19. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures then in effect, including the Expedited Procedures where those procedures apply and, where applicable, its Supplementary Rules for Multiple Case Filings, and will be seated in Wilmington, Delaware. The arbitration will be conducted by a single arbitrator and will be governed by the Federal Arbitration Act.
(b) Class Action Waiver. ALL DISPUTES MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
(c) Jury Trial Waiver. TO THE EXTENT ANY DISPUTE IS NOT SUBJECT TO ARBITRATION UNDER THIS SECTION 19, LICENSOR AND LICENSEE EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(d) Fees; Small Claims. Each party will bear its own attorneys’ fees and costs. Administrative fees and arbitrator compensation will be borne as provided in the administrator’s rules and fee schedules in effect at the time of filing, and the arbitrator may reallocate them in the award to the extent those rules permit. Notwithstanding this Section 19, either party may bring an individual claim in a small claims court of competent jurisdiction, provided that the claim remains in that court and is brought on an individual basis.
The Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Software available outside the US.
Each of the Documentation and the Software is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Software and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors. Each Report is a “commercial product” as that term is defined at 48 C.F.R. § 2.101 and constitutes technical data pertaining to a commercial product. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee receives only those rights in any Report as are granted to all other end users under this Agreement, in accordance with 48 C.F.R. § 12.211 and, with respect to the Department of Defense and its contractors, 48 C.F.R. § 227.7102.
(a) All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule. Except for any Dispute that is subject to arbitration under Section 19, or any action for injunctive or other equitable relief permitted under Section 19, any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Delaware in each case located in the City of Wilmington and County of New Castle, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
(b) In no event shall Licensor be liable to Licensee, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Licensor’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemic, pandemic, or other public health emergency, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this Agreement; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (viii) shortage of adequate power or transportation facilities.
(c) All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Licensee may direct routine customer-support inquiries to support@baseoperations.com. Such communications must be sent to the respective parties at the addresses set forth on the Order Page (or to such other address as may be designated by a party from time to time in accordance with this Section 22(c)).
(d) This Agreement, together with the Order Page, all annexes, schedules, and exhibits attached hereto, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and Licensor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Where Licensee and Licensor have entered into a signed enterprise order form or master services agreement governing the Base Operations Platform, that agreement controls over this Agreement to the extent of any conflict, and this Agreement controls over Licensor’s Terms of Service to the extent of any conflict.
(e) Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without Licensor’s prior written consent, which consent Licensor may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this Agreement for which Licensor’s prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 22(e) is void. Licensor may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Licensee’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(f) This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
(g) This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(h) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
(i) For purposes of this Agreement, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections, Annexes, Schedules, and Exhibits refer to the Sections of, and Annexes, Schedules, and Exhibits attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Order Page and all Annexes, Schedules, and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.
(j) This Agreement governs the Platform, the Software, the Documentation, and Reports. In the event of any ambiguity as to whether a provision applies to a particular offering: (i) to the extent a provision is by its nature inapplicable to Reports, it will be construed as applying to the Platform, the Software, and the Documentation; and (ii) to the extent a provision is by its nature inapplicable to the Platform, the Software, or the Documentation, it will be construed as applying to Reports, in each case as the language of this Agreement permits and so as to give effect to the greatest extent possible to the intent of the provision. No provision will be construed as conferring on Licensee any right in or to the Platform, the Software, the Documentation, or any Report for which Licensee has not paid the applicable Fees.
(k) The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
