Terms of service
Last updated: September 21, 2025
These Terms of Service, as amended from time to time, (these “Terms”) constitute a legally binding agreement between Base44, Inc., a Delaware corporation, or to the extent set out in an Order Form, its applicable affiliate (the “us”, “our”, “we”, “Company” and the “Order Form”, respectively) and the user accepting these Terms (the “Customer”). These Terms govern the manner in which the Customer and its Users (as defined below) may use and access the Company’s generative AI application building platform available via the Company's website at https://base44.com/ and any other services that made available through the Platform (the “Platform” and "Website" respectively), which is provided on a Software-as-a-Service subscription based model.
Use of the Platform by the Customer constitutes acceptance of these Terms. If a User accepts the Terms on behalf of another entity, it must have the authority to accept these Terms on its behalf.
The Website or Customer's use of the Platform may be subject to additional guidelines, terms, or rules, which will be posted on the Website or may be viewed via the Platform , including, without limitation, Company's Pricing page setting its different subscription plans at https://base44.com/pricing, our Privacy Policy available at https://app.base44.com/privacy-policy ("Privacy Policy"), our Responsible Use Policy ("RUP") available at https://app.base44.com/responsible-use-policy and Copyright Policy available at https://base44.com/copyright-policy, as the Company may amend from time to time. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AS PROVIDED BELOW.
The Platform; Right to Access and Use
Right to Use
Subject to Customer’s compliance with the terms and conditions contained in these Terms, Company, during the relevant Subscription Term (as defined below), hereby grants Customer and, if applicable, its Users, a limited, non-exclusive, non-transferable right to access and use the Platform in accordance with the applicable documentation and user guides (“Company Documents”) and in each case solely for Customer’s internal business use and not to provide the services to any other person or entity.
Modification or Discontinuation of the Platform
The Company may change or update the Platform and Website (and any services provided therein) at any time, including, without limitation, the availability of any feature, content or database, and may impose limitations or restrictions on certain features and services or discontinue any or all parts of the Platform or Website with or without notice.
Use and Credit Limits
Customer's use of the Platform may be subject to usage limits, including a maximum number of Users (as defined below) and maximum number of messages and integration credits, depending on Customer's selected Subscription plan on the Pricing page or Order Form. Company may change such limitations from time to time by notification or an update to the Pricing page. Exceeding the limitations may incur excess charges which will be added to Customer's Fees, provided that Customer may also elect to pre-purchase additional credits from the Company at the rates determined by Company from time to time.
Trial Service; Pre-Released Services
The Company may offer, from time to time, some or all of its services on free trial versions (“Trial Service”). The Company reserves the right to modify, cancel and/or limit each Trial Service at any time and without liability. In addition, the Company may offer, from time to time, certain services in an alpha or beta versions (the “Pre-Released Services”) and will use reasonable effort to identify the Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be incomplete, may contain bugs, suffer disruptions and not operate as intended and designated more than usual.
Governing Terms of Trial Services and Pre-released Services
The Trial Services and Pre-Released Services are governed by these Terms, without derogating from the general disclaimers and limitations set forth herein, the following shall also apply specifically with respect to such services: (i) TRIAL SERVICES AND PRE-RELEASED SERVICES ARE MADE AVAILABLE HEREUNDER ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND; AND (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, EXCEED US $100. The Company makes no promises that any Trial Service and/or Pre-Released Services will be made available to the Customer and/or generally available.
Users, Accounts and Customer Obligations
Users and Accounts
In order to use the Platform, Customer must register and create an account (an “Account”), for each user authorized and designated by the Customer as a user of the Platform under Customer’s account (each, a “User”). Users must be at least thirteen (13) years old, or sixteen (16) years old if you are an individual within the European Union (EU), or the minimum age required in Customer's jurisdiction to use or consent to use the Platform. Customer is responsible for providing the Company with accurate, complete, and updated registration information for each User. Customer shall: (a) not allow anyone other than Users to access and use the Account; (b) not register an Account via automated means; (c) keep, and ensure that Users keep all Account credentials and access measures secure at all times; (d) ensure that the login details for each User may only be used by that User, and that multiple individuals may not share the same login details; and (e) promptly notify the Company in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account.
Cooperation. Customer shall provide Company with all reasonable cooperation in relation to these Terms, and shall comply in a timely and efficient manner, and be responsible and liable for the Users’ compliance with these Terms, and all applicable laws and regulations.
Customer Infrastructure
Customer is solely responsible for obtaining, maintaining and operating Customer's (and ensuring its Users maintain and operate) all applications, accounts, third‑party services, integrations, cloud environments, development and runtime environments, credentials, security controls, and internet connectivity necessary to access and use the Platform and to deploy, configure, secure, and operate any applications, workflows, or other Generated Output created with the Platform. Customer is also responsible for its own data backups and for the security and compliance of any Customer‑managed environments in which the Generated Output is hosted or used.
Responsibility for Users and Accounts. Customer is responsible for all acts or omissions of Users, their use of the Platform, Website and Generated Output and their compliance with these Terms. The Company shall not have any liability towards Users, and the Customer is solely responsible for responding to any claims, requests and demands by the Users or any other third party related to the Customer.
SSO Registration
Customer may be provided with the ability to register an Account by logging into its account with certain third-party service accounts (“SSO”) including, but not limited to Google (each such account, an “SSO Account”), by either: (i) providing Customer's SSO Account login information to the Company through the Platform; or (ii) allowing the Company to access the SSO Account, as permitted under the applicable terms and conditions that govern Customer's use of the SSO Account. By registering an Account through an SSO, Customer represent that it is entitled to disclose Customer's SSO Account login information to the Company and/or grant the Company access to the SSO Account, without breach by Customer of any of the terms and conditions governing Customer's use of the SSO Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by the SSO service provider.
Customer Data
While using the Platform, Customer and/or its Users may upload or transfer data, information or other materials to the Platform to be processed by the Platform on the Customer’s behalf, including Input Data (as defined below) (collectively, the “Customer Data”). As between the Customer and the Company, all rights in the Customer Data shall remain with Customer.
License to Customer Data
Customer hereby grants the Company and Third-Party Service Providers involved in the provision of the Platform hereunder an irrevocable, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, modify, translate, process, copy, download, store, distribute, display, publish and prepare derivative works of the Customer Data during the Subscription Term, for the purpose of maintaining and providing the Platform and the services pursuant to the Terms (including the creation of Generated Output), to enforce Company's rights and obligations under these Terms and to satisfy any requirement under applicable law, regulation, legal process, subpoena or governmental request.
Responsibility for Customer Data
Customer represents and warrants that (i) it owns or has all the necessary licenses, rights, consents, approvals, permissions, power and authority, necessary to grant the Company the right and license under the Section entitled “License to Customer Data” and share the Customer Data and Input Data with the Platform, without infringing or violating any copyrights, privacy rights, publicity rights, trademarks or any other contractual, intellectual property or proprietary of any third party; (ii) any Customer Data and Customer's use of the Platform do not and will not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Data; and (iii) no sensitive data that is protected under a special legislation and requires unique treatment (such as protected health information or credit, debit or other payment card data) will be shared with the Platform, other than if expressly agreed by the Company in prior writing and the appropriate agreement in place. It is hereby clarified that the Company is not obliged to monitor and/or moderate the Customer Data, but may elect to do so in its sole discretion.
Intellectual Property and Right to Use
Company Intellectual Property
As between the Company and the Customer, all right, title and interest in the Platform, Website and Company Documents, including without limitation, any services, content, materials, software, know-how, data files, documentation, code, SDK, API, design, text, media, methodologies, artwork, names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any updates, new versions, modifications, improvements, developments or derivatives thereof (other than Generated Output), are the sole property of the Company and its licensors.
Generated Output & Input Data
Subject to the Company’s ownership as described above in the section titled “Company Intellectual Property”, As between the Company and the Customer, to the extent such rights exist under applicable law, the Customer owns all rights, title and interest in the software and applications generated by the Platform ("Generated Output") resulting from prompts or Customer Data which Customer shares with the Platform for the purposes of generating the Generated Output ("Input Data"). Company relinquishes all rights, title and interests it might have in the Generated Output, without making any representation or warranty as to the nature of such rights. Customer acknowledges and agrees that due to the nature of machine learning and artificial intelligence, Generated Output may not be unique and other users of the Platform may receive the same or similar output. The aforementioned assignment does not extend to other customers’ and their users' output.
Restricted Use
Customer and its Users may not, and may not permit or aid others to: (i) use the Platform, Website, Generated Output or Company Documents or in contravention with the RUP, as amended by the Company from time to time; (ii) other than as set forth in the Sections (entitled Generated Output & Input Data), copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Platform, Website and Company Documents; (iii) other than as set forth in the Section entitled (“Generated Output & Input Data”), give, publish, sell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the rights granted under these Terms to any third party, or use the Platform in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Platform, or any part thereof, or extract source code from the object code of the Platform; (v) access or use the Platform, Generated Output and Company Documents in order to build, train or improve a competing product or service (vi) use the Platform for benchmarking purposes without Company's express prior written approval; (vii) bypass any measures the Company may use to prevent or restrict access to the Platform or Website, including the creation of multiple free accounts, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Platform and Website; (viii) access the Platform or Company’s systems or environment via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (ix) use the Platform, Website or Company Documents in any manner that infringes, misappropriates or violates anyone’s rights or in a manner that is not authorized by these Terms; (x) take any action that imposes or may impose an unreasonable or disproportionately large load on Company’s (or Company’s Third-Party Service) infrastructure; (xi) interfere or attempt to interfere with the integrity or proper working of the Platform, including, without limitation, uploading malicious code or content or knowingly imposing large load on the Platform; (xii) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform; (xiii) use the Platform, Website or Generated Output to send unsolicited or unauthorized communications; (xiv) use the Platform or Generated Output in connection with any high-risk, hazardous environments requiring fail-safe performance or other safety component, including, without limitation (a) aviation, (b) vehicles, (c) marine equipment, (d) rail systems, (e) motor vehicles, (f) security, (g) critical infrastructure, (h) health services, (i) nuclear facilities, (j) weapon systems, or any other application in which the failure of the Platform or Generated Output could lead to severe damage to a person's body, property or to severe financial or economic damage; or (xv) use the Platform and Generated Content to provide any service or product requiring a license or permit (such as providing legal or medical advice), without such license, permit or a valid exemption
Anonymous Information
The Company may collect, monitor and freely use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Platform, Website and other products and services. “Anonymous Information” means information about the use of the Platform which does not enable identification of an individual, such as aggregated data, metadata and analytic information.
Feedback. Customer may notify the Company of any and all design or functional errors, anomalies, and problems associated with the Platform discovered or brought to its attention by its Users, and may provide the Company suggestions, comments or any other feedback regarding the Platform (the “Feedback”). The Company may use the Feedback at its sole discretion and for any purpose, and Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto. Where the foregoing assignment is prohibited by law, Customer hereby grants Company an exclusive, transferable, worldwide, royalty-free, fully paid up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Customer understands and agrees, however, that Company is not obligated to use, display, reproduce, or distribute any ideas, know-how, concepts, or techniques contained in the Feedback, and Customer has no right to compel such use, display, reproduction, or distribution. To the extent provided, Feedback is not considered Customer Data or Confidential Information.
Privacy
Customer acknowledges and agrees that the use of the Website and Platform by the Customer and its Users is governed by the Company's Privacy Policy as amended from time to time. If Company processes personal data (as defined under applicable law), to the extent required by law or agreed upon between Customer and the Company, the parties will enter into a the Data Processing Agreement (DPA) regarding such personal data, shall apply.
Copyright
If you believe your copyright or other intellectual property right is being infringed by a user of the Platform, please provide written notice to our agent for notice of claims of infringement:
Email: abuse@base44.com
To be sure the matter is handled immediately, your written notice must:
· Contain your physical or electronic signature;
· Identify the copyrighted work or other intellectual property alleged to have been infringed;
· Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
· Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
· Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner's agent or the law;
· Contain a statement that the information in the written notice is accurate; and
· Contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the agent will be unable to address the listed concern.
Third-Party Software and Services
Third-Party Products and Services
The Platform, Website and any Generated Output may integrate with, and contain or link to, third-party software, products, “open source” or “Free Software” components or other services, and may enable Customer and its Users to access, engage and procure certain software, components, source code, services and products provided by third parties, including by way of API or SDK (the “Third-Party Services”). Customer acknowledges and agrees that regardless of the manner in which such Third-Party Services may be presented or offered to Customer or its Users, each such Third-Party Service shall be subject to their own licenses, policies and terms and conditions (the “Third-Party Terms”) and the Company does not endorse any such Third-Party Services, nor shall it be in any way responsible or liable with respect to any such Third-Party Services (including AI Models) or Third-Party Terms, as amended or replaced from time to time. The Company's inclusion of a Third-Party Service or website or linking to such does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by the Company, or by such Third-Party Service provider of the Company, and nor any affiliation between them. The Company may replace Third-Party Services at its discretion
Generative AI
Without detracting from the foregoing, the Platform enables the receipt of services powered by third-party generative artificial intelligence and large language models ("AI Services"). Customer acknowledge that the AI Services and their respective Third-Party Terms are outside the Company's control, but their operation may impact the use, quality and reliability of the Platform and Generated Output. Without limiting the foregoing, Customer understands that the responses provided by AI Services may contain errors and omissions or “hallucinate”. It is Customer’s sole responsibility to verify the accuracy and relevancy of any of the AI Services’ responses.
Subscription; Payments
Fees
In consideration of the Subscription, Customer's rights and Company's obligations hereunder, Customer shall pay the Company the applicable fees based on the selected plan (the “Fees”). Unless expressly indicated otherwise, Fees are stated in US dollars. Customer hereby authorizes the Company, either directly or through the Company's payment processing services or applicable reseller or marketplace, to charge the Fees via Customer’s selected payment method, for each renewal term. The Fees are non-cancelable and non-refundable. For the avoidance of doubt, these Terms do not override any mandatory local laws regarding Customer's cancellation rights.
Taxes
The Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, except for income tax imposed on the Company. Company will charge tax on top of the Fees if Company is legally required to do so.
Payment Terms. Subject to any pay-per-use provisions or anything to the contrary in an Order Form, the Fees set forth in each Order Form are final. Unless otherwise set forth in the Order Form, the Fees shall be paid annually or monthly (as set forth in the Order Form), in advance, upon receipt of an invoice by charging Customer’s approved payment means at the beginning of each Subscription Term. Delinquent payments may bear compounded interest, as of the payment due date and until paid in full, at a rate equal to the lower of: (i) 1.5% per month, or (ii) the highest rate permitted by law. The aforesaid shall not derogate from any other right or remedy to which the Company may be entitled. Customer will be responsible for all reasonable expenses (including reasonable attorneys’ fees) incurred by the Company in collecting any payment.
Term & Termination
Subscription Term
The Platform is provided on a subscription basis for the selected by the Consumer (the “Subscription” and the “Subscription Term”).
Auto-Renewal
Subject to any express provisions to the contrary in the Order Form (which will supersede this Auto-Renewal Section), Customer’s Subscription shall automatically renew, and Customer’s payment method will be charged for such renewal, by default without prior notice of the renewal to Customer (unless such notice is required by mandatory local law), unless canceled by either the Company or the Customer at least 30 days prior to its expiration, for a renewal period equal in time to the original Subscription Term (excluding any renewal period). Each Subscription will, by default, automatically renew for successive periods equal to the initial Subscription Term (excluding any extended/free periods), at the then‑current rates for the applicable plan, unless auto‑renewal is turned off at least thirty (30) days before the end of the then‑current Subscription Term.
Charges and timing. You authorize Base44 (or our payment processor) to automatically charge the applicable fees and taxes to your stored payment method for each renewal term. We may attempt to charge up to three (3) weeks before a renewal period begins. If a charge attempt fails, we may retry, and we may suspend or cancel your access until payment is received.
Price changes and notices. Renewal will be at the then‑current price, plus applicable taxes, and will exclude any introductory or promotional discounts from the prior term. For yearly Subscriptions, where required by law or our policy, we will endeavor to notify you of renewal and any price change at least thirty (30) days prior to renewal, using your Account email.
How to turn off auto‑renewal. You may turn off auto‑renewal or cancel a Subscription at any time via your Account settings or by contacting Support.
No refunds on renewal. To the maximum extent permitted by law, renewal charges are non‑cancelable and non‑refundable once a renewal term begins, except as otherwise expressly stated in an Order Form or required by mandatory local law.
Your responsibility. You are solely responsible for verifying that your Subscriptions renew successfully. Company will not be liable for any interruption, loss of features, or data resulting from a cancellation, failure to charge your payment method, disabled auto‑renewal, or other renewal failure.
Termination or Suspension by Company
Company may terminate or suspend Customer’s use of and access to the Platform (or any part thereof) immediately, without prior notice or liability, for any reason, including the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Platform in a manner that may impose a security risk, may cause harm to the Company or any third party, and/or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Platform in breach of the Section (entitled “Restricted Use)”; or (iii) if the Company is unable to charge the Fees through Customer’s approved payment means or if any payment is or is likely to become overdue, including due to Customer exceeding any usage limits. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms or under any applicable law.
Termination by Customer
Subject to any express provisions to the contrary in the Order Form (which will supersede this Section) Customer may terminate its Subscription to the Platform by (i) turning off auto-renewal in the Account settings, or (ii) submitting a termination request by contacting Base44 Support. .Termination will take effect at the end of the then-current Subscription Term and shall not derogate from Customer’s obligation to pay the applicable Fees for the Subscription Term.
Effect of Termination
The termination of the Subscription shall not relieve Customer from its obligation to pay due Fees. Except as explicitly set forth herein, upon termination, all licenses and rights granted hereunder shall immediately expire and any and all use by the Customer or the Users of the Platform shall immediately cease and expire. Customer shall immediately delete and shall not maintain any copy of any component of the Platform or Company Documents installed or saved on the Customer’s systems or environment
Right to Receive Customer Data. If requested by the Customer in writing, provided that Customer may exercise such right within no later than 15 days following termination, Company shall provide the Customer with the Customer Data then held by the Company, if any, in a standard format and media. The Company may retain copies of Customer Data, Input Data, and Generated Output (including any content, code, text, images, or other materials created, stored, displayed, or exported within the application) which are automatically created for back-up purposes and other Customer Data which is required to be maintained by Company pursuant to the Company’s data retention policies, and provided that the provisions of the Section (entitled “Confidentiality”) shall continue to apply to such data. The Customer acknowledges that following the aforesaid 15-day term following termination of these Terms, the Company may delete all Customer Data without retaining any copy.
Survival. All the provisions of these Terms which by their nature should survive termination, including, without limitation, the Sections entitled (Intellectual Property and Right of Use), (Confidentiality), (Warranty and Disclaimers), (Limitations of Liability) (Indemnification) and (Miscellaneous), shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms or the Order Form shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company
Warranty and Disclaimer
THE COMPANY DOES NOT WARRANT, UNDERTAKE OR GUARANTEE THAT THE PLATFORM WILL SATISFY CUSTOMER'S NEEDS OR WILL BE OPTIMAL UNDER THE CIRCUMSTANCES. NO MARKETING INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER THROUGH OR FROM THE PLATFORM SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS. IN ADDITION, THE COMPANY DOES NOT ASSUME ANY LIABILITY WITH RESPECT TO THE PLATFORM AND/OR THE GENERATED OUTPUT AND THE USE OF PLATFORM AND/OR THE GENERATED OUTPUT BY CUSTOMER, USERS OR CUSTOMER'S OWN END CUSTOMERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THE PLATFORM, WEBSITE, COMPANY DOCUMENTS, ANY GUIDES PROVIDED ON THE COMPANY WEBSITE AND ANY GENERATED OUTPUT ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” AND ‘WITH ALL FAULTS’ BASIS, AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, REGARDING THE PLATFORM AND CUSTOMER’S, ITS USERS AND END CUSTOMERS' USE THEREOF, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AVAILABILITY, SECURITY (INCLUDING THE SECURITY OF CUSTOMER'S END CUSTOMERS USING THE GENERATED OUTPUT), COMPATIBILITY OR NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR ANY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT ITS, ITS USERS AND END CUSTOMERS' ACCESS AND USE OF THE PLATFORM AND/OR ANY GENERATED OUTPUT ARE AT ITS AND THEIR SOLE RESPONSIBILITY AND RISK.
COMPANY DOES NOT WARRANT THAT THE USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE, OR FREE OF VULNERABILITIES, OR WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, THAT DEFECTS WILL BE DETECTED OR CORRECTED, OR THAT OPERATION WILL BE FREE OF VIRUSES, BUGS, MALWARE, HARMFUL COMPONENTS, OR PROGRAM LIMITATIONS, OR THAT THE PLATFORM, WEBSITE, OR ANY GENERATED OUTPUT (OR ANY PART, PROCESS, FEATURE OR CONTENT THEREOF), ARE COMPLETE, ACCURATE, OF ANY CERTAIN QUALITY, RELIABLE OR SECURE IN ANY WAY, SUITABLE FOR OR COMPATIBLE WITH ANY OF CUSTOMER’S OR ITS USERS’ CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT THEY WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO CUSTOMER OR ITS END USERS (INCLUDING IN ANY JURISDICTION IN WHICH THEY OPERATE). THE COMPANY FURTHER DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THIRD-PARTY SERVICES AND AI SERVICES. CUSTOMER WILL BE SOLELY AND FULLY LIABLE FOR ANY LOSSES, DAMAGES, LIABILITY AND EXPENSES INCURRED BY COMPANY OR A THIRD PARTY DUE TO ANY UNAUTHORIZED USE OF THE PLATFORM BY THE CUSTOMER OR THE GENERATED OUTPUT BY ANY OF ITS USERS OR THIRD PARTY ON BEHALF OF THE CUSTOMER. COMPANY DOES NOT ENDORSE ANY THIRD-PARTY SERVICE, PRODUCT, CONTENT, OR ENTITY (INCLUDING ANY THIRD PARTY SERVICES) MENTIONED ON OR MADE AVAILABLE VIA THE PLATFORM OR WEBSITE, AND CUSTOMER SHOULD INDEPENDENTLY VERIFY THEM BEFORE USE. WITHOUT DEROGATING FROM THE FOREGOING, COMPANY ASSUME NO LIABILITY OR RESPONSIBILITY FOR: (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF THE PLATFORM, WEBSITE, COMPANY DOCUMENTS OR GENERATED OUTPUT, (II) ANY CODE OR SOFTWARE INCLUDED IN THE GENERATED OUTPUT, THE ORIGIN THEREOF AND THE RIGHTS THEREIN, INCLUDING THIRD PARTY LICENSES APPLYING TO SUCH CODE OR SOFTWARE (IF ANY) (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION, LOSS OR LEAK OF DATA (INCLUDING END CUSTOMER DATA) OR OTHER COMMUNICATIONS, AND/OR (IV) ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM THE HOSTING, STORAGE OR TRANSFER OF SOFTWARE OR CUSTOMER DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET.
CUSTOMER IS SOLELY RESPONSIBLE FOR THE CUSTOMER DATA, INPUT DATA AND ANY DATA ITS END CUSTOMERS SHARE WITH THE GENERATED OUTPUT, AND SHOULD EVALUATE THE ACCURACY, FUNCTIONALITY AND SECURITY OF THE GENERATED OUTPUT IN EACH CASE, INCLUDING BY CONDUCTING HUMAN REVIEW AS NECESSARY. CUSTOMER SHALL REGULARLY AND INDEPENDENTLY SAVE AND BACK UP ALL CUSTOMER DATA AND ANY INFORMATION PROCESSED BY CUSTOMER IN CONNECTION WITH ITS USE OF THE PLATFORM, INCLUDING WITH RESPECT TO ITS END CUSTOMERS, GENERATED OUTPUT, AND ANY APPLICATIONS, FEATURES, SERVICES, INTEGRATIONS, AND/OR THIRD‑PARTY SERVICES USED, CONNECTED, PRESENTED, OR DEVELOPED BY CUSTOMER. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING CURRENT, INDEPENDENT BACKUPS OF CUSTOMER DATA. COMPANY SHALL HAVE NO LIABILITY FOR ANY LOSS, DELETION, DESTRUCTION, CORRUPTION, ALTERATION, DISCLOSURE, OR UNAVAILABILITY OF CUSTOMER DATA TO THE EXTENT ARISING FROM OR ATTRIBUTABLE TO CUSTOMER OR ITS USERS, INCLUDING WITHOUT LIMITATION CUSTOMER CODE, CONFIGURATIONS, INTEGRATIONS, CREDENTIALS, ACCESS CONTROLS, CLIENT‑SIDE OR PROJECT‑LEVEL SECURITY VULNERABILITY, USE OF THIRD‑PARTY SERVICES, OR MALWARE INTRODUCED BY OR THROUGH CUSTOMER ENVIRONMENTS.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND OTHER THAN IN CASE OF A PARTY'S FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, CUSTOMER'S BREACH OF THE SECTION ENTITLED “RESTRICTED USE” OR CUSTOMER'S PAYMENT OBLIGATIONS
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) ERROR OR INTERRUPTION OF USE, LOSS, INACCURACY, CORRUPTION OR DAMAGE TO DATA (INCLUDING END-USER INFORMATION), GOODWILL, PROFITS, REVENUE, BUSINESS, SAVINGS, OR PURE ECONOMIC LOSS; AND/OR (III) THE COST OF PROCURING ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; REGARDLESS OF (A) WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT); AND
EITHER PARTY'S AGGREGATE AND CUMULATIVE LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES PAID OR PAYABLE TO THE COMPANY BY THE CUSTOMER FOR ITS SUBSCRIPTION IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO THE CLAIM.
Indemnification
Without derogating from Company’s rights under these Terms and under applicable law, Customer hereby agrees to defend and indemnify Company, its affiliates and their respective resellers, employees and agents against any and all liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of any claim, demand, suit or proceeding by a third party (i) arising out of or alleging that the Customer Data, the Input Data or Generated Output and/or the use of the Platform or Generated Output by the Customer, its Users and end customers infringes on the any intellectual property rights of a third party; (ii) arising out of or alleging that the Customer Data, Input data or use of the Platform violates applicable law or the privacy rights of a third party, or (iii) arising out of the misuse of the Platform or Account by Customer, the Users or any third party; or (iv) who is an end customer of the Generated Output against the Company, in relation to the Generated Output
Class Action Waiver & Mandatory Arbitration
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT, TO HAVE A JURY HEAR YOUR CLAIMS AND TO PARTICIPATE IN CLASS ACTIONS AND SIMILAR COLLECTIVE LAWSUITS. THIS SECTION CONTAINS IMPORTANT PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
Unless prohibited by applicable law, all disputes between you and Company shall only be resolved on an individual basis and you shall not have the right to bring any claim against Company as a plaintiff or a member of a class, consolidated, collective or representative actions (or any other legal proceedings conducted by a group or by representatives on behalf of others).
Arbitration
Notwithstanding anything to the contrary in this Section, if you reside in the U.S. or in any jurisdiction under which the following isn’t prohibited under applicable law, any dispute, controversy, or claim (collectively, “Claim”) relating in any way to Company’s services and/or products, including the Website and Platform, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis. Class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (i) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (ii) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (iii) intellectual property disputes.
Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). Fees and costs may be awarded as provided pursuant to applicable law. If the arbitrator finds that either the substance of your Claim or the relief sought in the Claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
Mass Arbitration
If 10 or more demands for arbitration are filed relating to the same or similar subject matter and sharing common issues of law or fact or 10 or more demands for arbitration are submitted by the same law firm or law firms acting in coordination, then you and Company agree that this will constitute a Mass Arbitration and be conducted pursuant to the JAMS Mass Arbitration Procedures. If, for any reason, JAMS declines to administer the Mass Arbitration or the provisions of this paragraph are found to be unenforceable, the individual arbitrations be administered by JAMS as individual arbitrations consistent with other terms set forth herein.
Opt Out of Arbitration
You have the right to opt out of, and not be bound by, the arbitration provision under this section by emailing support@base44.com within thirty (30) days of the earlier of your first registering to use the Platform or the date you first agreed to these Terms (the “Initial Opt-Out Period”) or within thirty (30) days of the date of the most recent changes to these arbitration provisions (each, a “Subsequent Opt-Out Period”), whichever is later. For the avoidance of doubt: (a) if you validly opt out during the Initial Opt-Out Period, your opt out will be effective for any and all subsequent updates to these arbitration provisions and you will not need to opt out again; and (b) if you validly opt out during any Subsequent Opt-Out Period, then the version of the arbitration provisions that immediately preceded the change you opted out of will continue to govern any and all disputes between you and Company.
Your opt-out email must be sent from the email address associated with your Account (or expressly identify the Account email for which you are opting out), and must include your full name, your mailing address, and a clear statement that you are opting out of arbitration.
If you opt out of these arbitration provisions pursuant to this Section, this opt-out does not affect any other provisions of the Terms, including without limitation the class action waiver which remains in effect and is not subject to output. If these Terms are ever modified to remove the arbitration provisions under this section (thereby restoring the right to proceed in court), no opt out from that change will be required. Failure to opt out in accordance with this section shall constitute acceptance of the arbitration provisions.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS (EXCEPT AS PERMITTED IN THE JAMS MASS ARBITRATION PROCEDURES AND GUIDELINES DISCUSSED HEREIN), CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEEK PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.
Miscellaneous
General. The headings used in these Terms are for convenience only and shall in no case be considered in construing these Terms. The policies, agreements, notices and other documents linked hereto are incorporated herein by this reference
Amendments. Company may change the Terms from time to time, and such change will become effective upon the date on which it is posted on the Website or shared with Customer by an in-Platform notification. Customer is responsible for checking the Website and Platform regularly for such changes. By continuing to access or use the Platform, Customer agrees to be bound by the revised Terms. In addition, the Company has the right to change the Fees at any time, upon notice to Customer, provided that any increase shall only become effective upon the end of the then-applicable Subscription Term.
Export Control. The Platform may be subject to U.S. or foreign export controls, laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Platform (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Platform.
Customer’s Reference. Customer acknowledges and agrees that for the duration of the Subscription Term, the Company has the right to use Customer’s name and logo to identify Customer as a customer of Company or user of the Platform, on Company’s Website, marketing materials or otherwise by public announcements. The publication of any additional content related to the Customer’s use of the Platform (other than mere reference to the Customer as set forth above), such as case studies, shall require the Customer’s prior written approval (which may not be unreasonably withheld or delayed)
Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemic, terrorism, and governmental action, provided that the foregoing will not relive Customer of its payment obligations hereunder
Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Users or Customer's end customers are not, and there are no third-party beneficiaries to these Terms.
Entire Agreement. These Terms and Order Form(s) (and the other terms, agreements and policies referenced or linked herein) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior understandings of such parties with regard thereto.
Order of Precedence. Any Order Form entered into between the parties simultaneously with these Terms shall be deemed to incorporate these Terms. If there is any conflict or inconsistency between these Terms and the Order Form, these Terms shall prevail unless the Order Form specifically states otherwise.
Assignment. Company may assign at any time these Terms, Order Form(s) and any of its rights and/or obligations thereunder to any third party without Customer’s consent or notice to Customer. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company. Any assignment attempt in contravention of this Section shall be null and void.
Notice. All notices in connection with these Terms and any Order Form shall be made by personal delivery, by express courier service (such as FedEx or UPS) that requires proof of delivery, certified or by registered mail, return receipt requested, or by electronic mail, and shall be deemed effective (a) if mailed, 5 business days after mailing; (b) if made by personal delivery or sent by messenger or express courier service, upon delivery; and (c) if sent via electronic mail, upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt.
Enforceability. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.
No Waiver. The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by such party in writing.
Governing Law; Jurisdiction. These Terms and its performance shall be governed by the laws of the State of New York, without regard to conflict of laws’ provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive personal jurisdiction and venue of the competent courts located in New York County, New York. The Customer and Company agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply.
Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
For any questions or queries about these Terms or the Platform in general, please do not hesitate to contact us via our support system https://app.base44.com/support.
