1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and Basis Technologies, Inc. ("Basis," "we," "us," or "our") governing your access to and use of the Basis platform, including all associated services, APIs, and documentation (collectively, the "Service").

By creating an account, accessing, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

2. Description of Service

Basis provides a cloud-based and self-hosted cost estimation and quoting platform designed for government contractors and professional services firms. The Service includes tools for creating cost estimates, managing rate libraries, generating proposals, tracking opportunities, and collaborating with team members. Specific features available to you depend on your subscription tier.

3. Account Registration

To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

You agree to immediately notify us of any unauthorized use of your account or any other breach of security. Basis will not be liable for any loss or damage arising from your failure to protect your account credentials.

4. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to gain unauthorized access to the Service, other accounts, or systems connected to the Service
• Reverse engineer, decompile, or disassemble any portion of the Service
• Use the Service to transmit malware, viruses, or other harmful code
• Interfere with or disrupt the integrity or performance of the Service
• Use automated means to access the Service except through our published APIs
• Resell, sublicense, or provide access to the Service to third parties without our prior written consent

5. Intellectual Property

The Service, including its original content, features, functionality, design, and underlying technology, is and will remain the exclusive property of Basis Technologies, Inc. and its licensors. The Service is protected by copyright, trademark, patent, trade secret, and other intellectual property laws.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Basis. Nothing in these Terms grants you any right to use the Basis name, logo, or trademarks.

6. Data Ownership

Your data is yours. You retain all rights, title, and interest in and to your Customer Data. Basis does not claim ownership of any data you submit to the Service.

You grant Basis a limited, non-exclusive license to use, process, and store your Customer Data solely for the purpose of providing and improving the Service. This license terminates when you delete your data or close your account.

You may export your Customer Data at any time through the Service's built-in export functionality or via our API. We support export in CSV, Excel, and JSON formats.

7. Payment Terms

Paid plans are billed in advance on a monthly or annual basis. All fees are non-refundable except as expressly stated in these Terms or required by applicable law.

If you switch to a higher-tier plan mid-cycle, you will be charged a prorated amount for the remainder of the billing period. Downgrades take effect at the start of the next billing cycle.

If payment fails, we will attempt to charge your payment method up to three times over a 10-day period. If payment continues to fail, your account will be moved to a read-only state. You will have 30 days to resolve payment before data may be deleted.

8. Service Level Agreement

Basis commits to the following uptime targets for our cloud platform:

• Starter: 99.5% monthly uptime
• Growth: 99.9% monthly uptime
• Enterprise: 99.95% monthly uptime with dedicated SLA

If we fail to meet these targets, affected customers are eligible for service credits as detailed in our SLA documentation. Scheduled maintenance windows are excluded from uptime calculations, and we will provide at least 72 hours notice before planned maintenance.

9. Limitation of Liability

To the maximum extent permitted by law, Basis shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of (or inability to access or use) the Service.

In no event shall our aggregate liability exceed the amount you have paid to Basis in the twelve (12) months preceding the event giving rise to the claim, or one hundred dollars ($100), whichever is greater.

10. Indemnification

You agree to indemnify, defend, and hold harmless Basis, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

11. Termination

Either party may terminate this agreement at any time. You may cancel your account through the Service settings or by contacting support. Basis may terminate or suspend your account if you violate these Terms, with notice except in cases of severe or illegal violations.

Upon termination, you will have a 30-day data export period during which you can download all of your Customer Data. After this period, we will delete your data in accordance with our Privacy Policy.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Wilmington, Delaware, and you hereby consent to personal jurisdiction and venue in such courts.

13. Dispute Resolution

Any dispute arising out of or relating to these Terms that cannot be resolved through good-faith negotiation within 30 days shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

The arbitration shall be conducted in Wilmington, Delaware by a single arbitrator. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court having jurisdiction. Each party shall bear its own costs, and the parties shall share equally the fees of the arbitrator and the AAA.

14. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide at least 30 days' notice of material changes by posting the updated Terms on this page and sending an email to active account holders. Your continued use of the Service after changes take effect constitutes acceptance of the revised Terms. If you do not agree to the new Terms, you must stop using the Service and may request deletion of your account.

15. Contact

For questions about these Terms of Service, please contact us:

• Email: [email protected]
• Mail: Basis Technologies, Inc., Attn: Legal Department, 1234 Innovation Drive, Suite 500, Wilmington, DE 19801