These Terms & Conditions ("Terms") govern your access to and use of the software platform, websites, and services (collectively, the "Services") provided by BaseTech ("BaseTech", "we", "us", or "our"). By creating an account, accessing, or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you represent that you are authorized to bind that business.
BaseTech provides a marketing, lead-management, and communications platform that helps businesses capture, respond to, and convert leads. The Services are delivered through and rely on third-party infrastructure. We may add, modify, or discontinue features at any time.
2. Accounts & eligibility
You must be at least 18 years old and able to form a binding contract.
You are responsible for the accuracy of your account information and for all activity under your account.
You are responsible for maintaining the confidentiality of your login credentials and for the acts of your authorized users.
Notify us promptly of any unauthorized use of your account.
3. Subscriptions & fees
Fees. You agree to pay the fees for the plan you select, plus any usage-based charges (such as messaging, phone, or third-party software usage) and applicable taxes.
Billing. Subscriptions are billed in advance on a recurring basis (monthly or as agreed) and renew automatically until cancelled.
Cancellation. You may cancel at any time; cancellation takes effect at the end of the current billing period.
Refunds. Except where required by law, fees are non-refundable and there are no refunds or credits for partial periods.
Non-payment. We may suspend or terminate access for overdue amounts.
Changes. We may change fees on reasonable notice, effective at your next renewal.
4. Acceptable use
You agree not to, and not to permit others to:
Use the Services to send spam or any unlawful, harassing, deceptive, or infringing content.
Violate any applicable law or regulation, including anti-spam and telemarketing laws (such as Canada's CASL and the U.S. CAN-SPAM Act and TCPA).
Send messages to recipients who have not provided the required consent or who have opted out.
Upload malware, attempt to gain unauthorized access, or interfere with the integrity or performance of the Services.
Reverse engineer, resell, or copy the Services except as expressly permitted.
Use the Services to store or transmit sensitive data (such as full payment card, health, or government-ID data) except as expressly supported.
We may investigate and take appropriate action, including suspending or terminating accounts, for violations.
5. Messaging & consent compliance
If you use the Services to send email, SMS, or voice communications, you are solely responsible for obtaining and documenting all required consents, honouring opt-out and unsubscribe requests promptly, and complying with all applicable communications laws and carrier requirements. You are responsible for the content of all messages you send. BaseTech is not responsible for your communications or any resulting claims.
6. Your content & data
Ownership. You retain all rights to the contacts, leads, messages, and other content you submit ("Customer Content").
License to us. You grant BaseTech a limited licence to host, process, and transmit Customer Content solely to provide and improve the Services.
Your responsibility. You represent that you have the necessary rights and consents for the Customer Content and that its use through the Services does not violate any law or third-party right.
Privacy. Our handling of personal information is described in our Privacy Policy.
7. Third-party services
The Services integrate with or rely on third-party products (including communications providers and payment processors). Your use of those products may be subject to their own terms, and we are not responsible for third-party services. Availability of the Services may depend on these providers.
8. Intellectual property
The Services, including all software, design, text, and trademarks (excluding Customer Content), are owned by BaseTech or its licensors and are protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable, revocable right to use the Services during your subscription, subject to these Terms. All rights not expressly granted are reserved.
9. Disclaimers
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT THEY WILL PRODUCE ANY PARTICULAR RESULT, INCLUDING ANY LEVEL OF LEADS, REVENUE, OR BUSINESS OUTCOMES.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASETECH AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICES. OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS YOU PAID TO US FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. Indemnification
You agree to defend, indemnify, and hold harmless BaseTech and its officers, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to your Customer Content, your use of the Services, your communications, or your violation of these Terms or applicable law.
12. Term & termination
These Terms apply while you use the Services. You may stop using the Services and cancel at any time. We may suspend or terminate your access if you breach these Terms, fail to pay, or create risk or legal exposure. Upon termination, your right to use the Services ends. You may export your Customer Content before termination; after a reasonable period we may delete it. Sections that by their nature should survive (including fees owed, IP, disclaimers, liability limits, and indemnity) will survive termination.
13. Governing law & disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The courts located in Ontario, Canada will have exclusive jurisdiction over any dispute, and you consent to that jurisdiction and venue, except that either party may seek injunctive relief in any court of competent jurisdiction.
14. Changes to these Terms
We may update these Terms from time to time. We will post the updated version with a new "Last updated" date and, where appropriate, notify you. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
15. Miscellaneous
Entire agreement. These Terms and the Privacy Policy are the entire agreement between you and BaseTech regarding the Services.
Severability. If any provision is held unenforceable, the remaining provisions stay in effect.
Waiver. Failure to enforce a provision is not a waiver.
Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
Force majeure. We are not liable for delays or failures caused by events beyond our reasonable control.
