Updated: December 19, 2023
Terms of Service. The terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”) govern your use and access to (a) the website located at usebasis.co (together with any successor websites, the “Site”), (b) the Company’s financial data management platform (the “Platform”), and (c) all other products, services, content, tools, features, functionalities and technologies offered on or through the Site or Platform (collectively with the Platform and the Site, the “Service”), in each case which are operated by or on behalf of Basis Data Solutions, Inc. (“Basis,” “we,” “us,” or “our”). By accessing, browsing, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.
User. For purposes of these Terms of Service, “Business User”, “you” or “your” means the company, business or other legal entity that you represent. The individual entering into Terms of Service on behalf of such entity hereby represents that he/she/they have the authority to bind such entity to these Terms of Service. If such individual does not have such authority or does not agree with these Terms of Service, you may not use the Service.
Changes to these Terms of Service. We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. While we will use reasonable efforts to notify you of any material changes to these Terms of Service, either through the Service user interface, a pop-up notice, email, or through other reasonable means, your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions.
At Basis, we respect the privacy of our users. For more information regarding how we handle the information you provide to us when you use the Service, please see our Privacy Policy.
Description of the Service. Basis provides a proprietary financial data management platform designed to permit Business User to make available your financial data to financial service providers offering products or services to businesses (the “Financial Service Providers”).
Eligibility. The Service is solely for use by business entities [located in the United States]. You represent and warrant that you are not a natural person or sole proprietor.
Implementation. In order to make available your financial information to Financial Service Providers, you are required to permit the Platform to access and receive data from the financial institution(s) that you authorize the Platform to access (the “Financial Institutions”). You will be solely responsible for obtaining all necessary permissions and authorizations from the Financial Institutions to enable the Platform to connect to your account(s) with the Financial Institutions and to receive, and to provide to Financial Service Providers, all applicable data and information from such Financial Institutions, including your account information, transaction data and statements and other information as may be requested by a Financial Service Provider. As part of such process, Basis may create a sub-user account under your account with the Financial Institutions, solely for the purpose of obtaining your data from such Financial Institution. If you are unable to connect the Platform with the desired Financial Institution, you must refer Basis to an authorized account administrator of the desired Financial Institution to complete the connection to the desired Financial Institution.
Access; Restrictions. You may access and use the Service only for your internal business purposes. You shall not (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, or underlying structure, ideas, know-how or algorithms relevant to the Service (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, copy, or create derivative works based on the Service; (c) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) use the Service for illegal, fraudulent, unethical, or misleading purposes; (e) use the Service for any personal, family, or household purpose or in connection with any purpose subject to the federal Fair Credit Reporting Act (15 U.S.C. §1681 et seq.), similar state laws, and all corresponding rules, regulations and administrative requirements thereof; (f) use the Service in any way that causes either Business User, Financial Institution or Basis to be in violation of federal, state, or local laws, rules, regulations, or guidance; or (g) otherwise use the Service except as expressly permitted herein.
Modifications. We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Basis will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Your Data. You are solely responsible for all data, information, other materials that are uploaded, posted, delivered, provided or otherwise transmitted or stored by you or on your behalf through the Service including any data made available by the Financial Institutions (collectively, “Your Data”). You represent and warrant that all information you provide to the Basis or the Financial Institutions is true, accurate, and up to date. If any of Your Data contains personal information, we will use such information in accordance with our Privacy Policy.
Data License. You hereby grant us a non-exclusive, royalty-free, fully-paid, perpetual, worldwide license (with the right to sublicense) to access, use, reproduce and create derivative works of Your Data for any legal purpose, including to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other products and services we may offer, whether to Financial Service Providers with whom you have relationship or other Financial Service Provider customers of the Company.
Basis Rights. The “look and feel” of the Site, all content thereon and the technology and software underlying the Service or distributed in connection therewith are the sole and exclusive property of Basis, its affiliates, and its licensors. Any rights not expressly granted herein are reserved by Basis.
Trademarks. The Basis name and logos (collectively the “Basis Trademarks”) are trademarks and service marks of Basis. Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Basis. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Basis Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Basis Trademarks will inure to our exclusive benefit.
Feedback. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Basis are non-confidential and Basis will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
Business User Rights. As between the parties, subject to Basis’ rights under Section 4.2, Business User owns all right, title and interest in and to Your Data.
The Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Basis has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Basis, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Basis enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Basis will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. For clarity, both Financial Institutions and Financial Service Providers are Third-Party Services. The Service provides a link between Financial Service Providers and the Financial Institutions you authorize the Service to access; however, each Financial Institution and Financial Service Provider imposes its own terms and conditions regarding the use of their products and services and the use of Your Data by the Financial Institutions and Financial Service Providers is subject to the privacy policies of the applicable Financial Institutions and Financial Service Providers.
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Basis, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Basis Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind arising out of or relating to your use of the Service, your violation of these Terms of Service, or your violation of any rights of another. Basis will provide notice to you of any such claim, suit, or proceeding. Basis reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Basis’ defense of such matter. You may not settle or compromise any claim against the Basis Parties without Basis’ written consent.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE BASIS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE BASIS PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BASIS PARTIES WILL NOT BE LIABLE FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BASIS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE OR (B) ANY OTHER DAMAGES OR LOSSES IN EXCESS OF THE GREATER OF (I) THE AMOUNT YOU HAVE PAID BASIS IN THE LAST SIX (6) MONTHS AND (II) ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree that we, in our sole discretion, may suspend or terminate your use of the Service, for any reason, including for lack of use or if we believe that you have violated these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete any information and data (including Your Data) associated with your use of the Service, except where prohibited by applicable law. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Service. Sections 4, 5, 7, 8, 9, and 12 shall continue to apply to you notwithstanding any termination of your access to the Service.
You may not remove or export from the United States or allow the export or re-export of the Service or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this TOS.
These Terms of Service constitute the entire agreement between you and Basis governing your access and use of the Service, and supersede any prior agreements between you and Basis with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. All disputes arising out of or in connection with this Agreement shall be settled by arbitration in San Francisco, California before a neutral single arbitrator, whose decision will be final and binding and the arbitral proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, either party hereto shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The failure of Basis to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Basis, but Basis may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you shall be made by email to the email address you use when registering for the Service. Basis will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, pandemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Basis’ reasonable control.
Please contact us at support@usebasis.co or 333 Bush Street San Francisco, CA 94104 to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.