Welcome, and thank you for your interest in YourBase Inc. (“YourBase”) and our website and services at yourbase.io, along with the related websites, networks, applications, and other services provided by YourBase (collectively, the “YourBase Services”). These Terms of Service are a legally binding contract between you (“Customer”) and YourBase regarding your use of the YourBase Services.
BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE YOURBASE SERVICES, CUSTOMER AGREES THAT CUSTOMER HAS READ AND UNDERSTOOD, AND, AS A CONDITION TO USE OF THE YOURBASE SERVICES, AGREES TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS (THESE “TERMS”). If Customer is not eligible, or does not agree to the Terms, then Customer does not have YourBase’s permission to use the YourBase Services. CUSTOMER’S USE OF THE YOURBASE SERVICES, AND YOURBASE’S PROVISION OF THE YOURBASE SERVICES TO CUSTOMER, CONSTITUTES AN AGREEMENT BY YOURBASE AND BY CUSTOMER TO BE BOUND BY THESE TERMS.
Customer must be at least 18 years old to use the YourBase Services. By agreeing to these Terms, Customer represents and warrants to YourBase that: (a) Customer is at least 18 years old; (b) Customer has not previously been suspended or removed from the YourBase Services; and (c) Customer’s registration and use of the YourBase Services is in compliance with any and all applicable laws and regulations. The individual accepting these Terms on Customer’s behalf represents and warrants that they: (i) are at least 18 years old; and (ii) have authority to bind Customer to these Terms and Customer agrees to be bound by these Terms.
When registering for an account on the YourBase Services, Customer may be required to provide YourBase with certain information, such as Customer’s legal name, email address, mailing address, telephone number, or other contact information. Customer agrees that the information provided to YourBase is accurate and that Customer will keep it accurate and up-to-date at all times. Each account may be used by only one person. Customer is solely responsible for maintaining the confidentiality of Customer’s account and password, and Customer accepts responsibility for all activities that occur under Customer’s account.
3.1 Use of the YourBase Services. YourBase grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.2) right during the Term to use the YourBase Services solely in connection with Customer’s internal business operations.
Use of the Documentation. YourBase grants to Customer a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 12.2) license, without right of sublicense, during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the YourBase Services in accordance with these Terms. “Documentation” means YourBase-provided user documentation, in all forms, relating to the YourBase Services (e.g., user manuals, on-line help files).
Special Offers. In its sole discretion, YourBase may grant Customer the right to access and use the YourBase Services as a trial user at no charge or at a discounted price for a specified limited time period (“Special Offer”). At the expiration of the Special Offer period, Customer’s access to the YourBase Services will be terminated unless customer pays the applicable fees. YourBase has no duty to provide Special Offers and will have no liability to anyone for failing to offer a Special Offer or for terminating a Special Offer, with or without notice.
Support Services. For so long as Customer is current with its payment of the fees due in connection with these Terms, YourBase will use reasonable efforts to provide Customer with technical support services relating to the YourBase Services by email from 9am-5pm Pacific, Monday through Friday, excluding holidays.
Use Restrictions. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: (a) use the YourBase Services for any illegal purpose or in violation of any local, state, national, or international law; (b) violate any right of a third party, including by infringing or misappropriating any third party intellectual property right; (c) rent, lease, or otherwise permit third parties to use the YourBase Services or Documentation; (d) copy, distribute, relist, frame, or embed any part of the YourBase Services on any third-party website or service; (e) use the YourBase Services to provide services to third parties (e.g., as a service bureau); (f) use the YourBase Services for any benchmarking activity or in connection with the development of any competitive product; (g) modify, translate, reverse engineer, decompile, disassemble, or otherwise derive the source code or the underlying ideas, algorithms, structure, or organization of the YourBase Services (except to the extent that applicable law prevents the prohibition of such activities); (h) use or access the YourBase Services in a manner that materially impacts or burdens YourBase or YourBase’s servers and other computer systems, or that interferes with YourBase’s ability to make available any product or service to any third party; (i) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other account on the YourBase Services without permission; or (j) circumvent or disable any security or other technological features or measures of the YourBase Services.
Compliance with Laws. Customer will use the YourBase Services and Documentation in compliance with all applicable laws and regulations.
Protection against Unauthorized Use. Customer will use reasonable efforts to prevent any unauthorized use of the YourBase Services and Documentation and immediately notify YourBase at firstname.lastname@example.org of any unauthorized use that comes to Customer’s attention. If there is unauthorized use by anyone who obtained access to the YourBase Services directly or indirectly through Customer, Customer will take all steps reasonably necessary to terminate the unauthorized use. Customer will cooperate and assist with any actions taken by YourBase to prevent or terminate unauthorized use of the YourBase Services or Documentation.
(a) [The YourBase Services may provide tools that enable the import and export of information, including Customer Materials, from and to third party services, including through features that link Customer’s account on the YourBase Services with the third-party service, such as GitHub.] Customer agrees that YourBase may transfer that information from and to the applicable third-party service in connection with providing the YourBase Services to Customer. Customer will obtain all permissions or approvals from each applicable third-party service as may be necessary or required to transfer such information to the YourBase Services. Third party services are not under YourBase’s control, and, to the fullest extent permitted by law, YourBase is not responsible for any third-party service’s use of Customer’s exported information.
(b) To the extent that the YourBase Services includes or is accompanied by third-party software or other products that YourBase provides to Customer or that is otherwise required to use properly the YourBase Services (“Third Party Products”), the Third Party Products and their use by Customer are subject to all license and other terms that accompany such Third Party Products. Customer will abide by and comply with all such terms.
3.9 Additional Features. Customer acknowledges that: (a) not all of the features or functionality of the YourBase Services may be available at Customer’s subscription level regardless of whether such feature or functionality is described in the Documentation; (b) YourBase may develop or make available additional features or functionality of the YourBase Services at a later date; and (c) access to such features or functionality may require payment of additional fees.
3.10 Reservation of Rights; Ownership. Customer will not have any rights to the YourBase Services or Documentation except as expressly granted in these Terms. YourBase reserves to itself all rights to the YourBase Services and Documentation not expressly granted to Customer in accordance with these Terms. YourBase owns all right, title, and interest, including all intellectual property rights, in and to: (a) the YourBase Services, the Documentation, any other YourBase product or services; and (b) any improvements to the YourBase Services, the Documentation, and any other YourBase products or services, including any improvements made: (i) for or at the request of or in collaboration with Customer; or (ii) as a result of YourBase’s use, processing, or generation of Customer Materials.
3.11 Feedback. If Customer provides any feedback to YourBase concerning the functionality and performance of the YourBase Services (including identifying potential errors and improvements), Customer hereby grants YourBase an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such feedback in any manner and for any purpose, including to improve the YourBase Services and create other products and services, without payment or restriction.
4.1 General Payment Terms. Certain features of the YourBase Services may require Customer to pay fees. Customer will have an opportunity to review and accept the fees that Customer will be charged prior to payment of any fees. All fees are in U.S. Dollars and are non-refundable.
4.2 Price. YourBase reserves the right to determine pricing for the YourBase Services. YourBase will make reasonable efforts to keep pricing information published on the website up to date. YourBase encourages Customer to check the YourBase website periodically for current pricing information. YourBase may change the fees for any feature of the YourBase Services, including additional fees or charges, if YourBase gives Customer advance notice of changes before they apply. YourBase at its sole discretion, may make promotional offers with different features and different pricing to any of YourBase’s customers. These promotional offers, unless made to Customer, will not apply to Customer or these Terms. Other than net income taxes imposed on YourBase, Customer will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from these Terms.
4.3 Authorization. Customer authorizes YourBase to charge all sums for the orders that Customer makes and any level of service Customer selects as described in these Terms or published by YourBase, including all applicable taxes, to the payment method specified in Customer’s account or otherwise provided to YourBase. If Customer pays any fees with a credit card, YourBase may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase. YourBase may use one or more third parties to process payments for orders, such as Stripe (“Payment Processors”). Payment Processors may require Customer to agree to their own terms and conditions. YourBase is not liable for any problems or disputes that Customer may have with any Payment Processor. Any authorization to process payments in this Section 4 granted by Customer to YourBase will also be considered an authorization for the Payment Processor to process payments.
4.4 Subscription Service. The YourBase Services may include automatically recurring payments for periodic charges (“Subscription Service”). If Customer activates a Subscription Service, Customer authorizes YourBase to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or Customer’s account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when Customer first purchases a subscription to the YourBase Services. For information on the “Subscription Fee”, please see the YourBase website. Customer’s account will be charged automatically on the Subscription Billing Date all applicable fees and taxes for the next subscription period. The subscription will continue unless and until Customer cancels the subscription or YourBase terminates it. Customer must cancel any subscription before it renews in order to avoid billing of the next periodic Subscription Fee to Customer’s account. YourBase will bill the periodic Subscription Fee to the payment method Customer provides to YourBase. Customer may cancel the Subscription Service by contacting YourBase at: email@example.com.
4.5 Delinquent Accounts. YourBase may suspend or terminate access to the YourBase Services, including fee-based portions of the YourBase Services, for any account for which any amount is due but unpaid. In addition to the amount due for the YourBase Services, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5.1 Term. These Terms are effective beginning when Customer accepts the Terms or first downloads, installs, access, or uses the YourBase Services and will continue until terminated in accordance with these Terms.
5.2 Termination for Convenience. Either party may terminate these Terms for any reason or for no reason by giving the other party written notice. If Customer terminates under this Section 5.2, Customer will not be entitled to a refund of any prepaid fees. If YourBase terminates under this Section 5.2, YourBase will issue to Customer a pro-rata refund of prepaid fees for the period of time for which Customer will not receive access to the YourBase Services.
5.3 Termination for Material Breach. Either party may terminate these Terms if the other party does not cure its material breach of these Terms within 30 days of receiving written notice of the material breach from the non-breaching party. Termination in accordance with this Section 5.3 will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to cure its material breach during the 30-day cure period. If Customer fails to timely pay any fees, YourBase may, without limitation to any of its other rights or remedies, suspend performance of the YourBase Services until it receives all amounts due.
5.4 Effect of Termination. Upon the expiration or termination of these Terms for any reason: (a) access to the YourBase Services will automatically terminate; (b) all outstanding payment obligations of Customer become due and payable immediately; and (c) the following provisions will survive the expiration or termination of these Terms: Sections 3.10, 3.11, 5.4, 7, 9, 10, 11, and 12.
6.1 Ownership. Customer retains all right, title, and interest, including all intellectual property rights, in and to any source code, data, information, and materials that Customer uploads or inputs into the YourBase Services or otherwise makes available to YourBase in connection with the YourBase Services (collectively, “Customer Materials”). Customer will also own all build files, object files, libraries, executables, object files, deployable resources, and images generated as a direct output as a result of the execution of the Customer Materials by the YourBase Services, and such files and materials will be considered Customer Materials. Customer may download any Customer Materials made available through the features and functionality of the YourBase Services, but YourBase otherwise has no obligation to provide to Customer a copy of any Customer Materials stored on the YourBase Services. Customer is solely responsible for maintaining and backing up Customer Materials. For clarity, any restrictions or limitations on YourBase’s access to or use of the Customer Materials as set forth in these Terms do not apply to any unmodified open source software that may be included in the Customer Materials.
6.2 License Grant to YourBase. Customer hereby grants YourBase a non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to use, display, process, transmit, and store the Customer Materials during the Term for the purpose of exercising YourBase’s rights and performing its obligations under these Terms.
6.3 License Grant to Other Users. By providing Customer Materials to or via the YourBase Services to other users of the YourBase Services, Customer grants those users a non-exclusive license to access and use that Customer Materials as permitted by these Terms and the functionality of the YourBase Services.
6.4 Representations and warranties. Customer represents and warrants that: (a) Customer has all rights necessary to grant YourBase the licenses set forth in these Terms and to enable YourBase to exercise its rights under these Terms; (b) Customer’s collection and use of any Customer Materials in connection with the YourBase Services complies with all applicable privacy and data protection laws, rules, and regulations (collectively, “Privacy Laws”); and (c) the Customer Materials, and the use of the Customer Materials as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) cause YourBase to violate any Privacy Laws or any other law or regulation.
6.5 Information Security. YourBase will implement commercially reasonable organizational and technical measures that are designed to prevent unauthorized or unlawful access, use or disclosure of the Customer Materials.
7.1 Definition. “Confidential Information” means any information disclosed by either party to the other party, directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated by the disclosing party as confidential or proprietary, that reasonably appears to be confidential due to the nature of the information or circumstances of disclosure, or that is customarily considered confidential between business parties, including customer, product, financial, and strategic information. Confidential Information does not include information that (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
7.1 Non-use and Non-disclosure. Both parties will not, during or subsequent to the term of these Terms, use the other party’s Confidential Information for any purpose other than the purposes specified in these Terms, or disclose the other party’s Confidential Information to any third party. Either party may disclose the other party’s Confidential Information if required by law, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting the information from public disclosure. Except as otherwise specified in these Terms, it is understood that Confidential Information will remain the sole property of the disclosing party. Both parties further agree to take all reasonable precautions to prevent any unauthorized disclosure of the other party’s Confidential Information.
YourBase reserves the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies Customer’s rights or obligations, YourBase may require that Customer accepts the modified Terms in order to continue to use the YourBase Services. Material modifications are effective upon Customer’s acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 8, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOURBASE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. YOURBASE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. YOURBASE DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE YOURBASE SERVICES. YOURBASE DOES NOT WARRANT THAT THE YOURBASE SERVICES ARE ERROR-FREE OR THAT OPERATION OF THE YOURBASE SERVICES WILL BE SECURE OR UNINTERRUPTED. YOURBASE DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE YOURBASE SERVICES IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE YOURBASE SERVICES WILL ALWAYS BE AVAILABLE. YOURBASE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE YOURBASE SERVICES.
10.2 Defense. Customer will defend YourBase from any actual or threatened third party claim, proceeding, or suit (“Claim”) arising out of or based upon Customer’s use of the YourBase Services or Customer's breach of any of the provisions of these Terms. YourBase will: (a) give Customer prompt written notice of the Claim; (b) grant Customer full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. YourBase will not defend or settle any Claim without Customer’s prior written consent. YourBase will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.
10.3 Indemnification. Customer will indemnify YourBase from and pay: (a) all damages, costs, and attorneys’ fees finally awarded against YourBase in any Claim under Section 10.1; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by YourBase in connection with the defense of a Claim under Section 10.1 (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and (c) all amounts that Customer agrees to pay to any third party to settle any Claim under Section 10.1.
11.1 Disclaimer of Indirect Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE YOURBASE SERVICES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF THE PARTY WAS ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
11.2 Cap on Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR THE YOURBASE SERVICES (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT PAID BY CUSTOMER TO YOURBASE DURING THE 6 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (b) $100.
11.3 Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY YOURBASE TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
12.1 Relationship. YourBase will be and act as an independent contractor (and not as the agent or representative of Customer) in the performance of these Terms.
12.2 Assignability. Neither these Terms nor any rights under these Terms may be assigned or otherwise transferred by Customer, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of YourBase. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. Any assignment in violation of the foregoing will be null and void.
12.3 Subcontractors. YourBase may utilize a subcontractor or other third party to perform its duties under these Terms so long as YourBase remains responsible for all of its obligations under these Terms.
12.4 Consent to Electronic Communications. By using the YourBase Services, Customer consents to receiving certain electronic communications from YourBase. Customer agrees that any notices, agreements, disclosures, or other communications that YourBase sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
12.5 Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses all commercially reasonable efforts to avoid or remove the causes of non-performance.
12.6 Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Washington, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in King County, Washington for resolution of any lawsuit or court proceeding permitted under these Terms.
12.7 Arbitration. Any controversy or claim arising out of or relating to these Terms, or any breach of these Terms, will be determined by binding arbitration administered by, and in accordance with the rules of, the American Arbitration Association. Any arbitration will be conducted by three arbitrators (with one arbitrator chosen by each of the parties and the third appointed by the other two arbitrators) in King County, Washington and will be conducted (and the award rendered) in English. The award rendered by the arbitrators will be final and binding on the parties, and the arbitral judgment may be entered in any court of competent jurisdiction. Nothing in this Section 12.7 prevents either party from applying to a court of competent jurisdiction for equitable or injunctive relief.
12.8 Waiver. The waiver by either party of any breach of any provision of these Terms does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.
12.9 Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the use of the YourBase Services under these Terms is found to be illegal, unenforceable, or invalid, Customer’s right to use the YourBase Services will immediately terminate.