Last revised Dec 7, 2019.

1. Operator and Provider
   The Services are provided by Basset. In this Agreement, the terms “we”, “our” and “us” refer to Basset.
2. Modifications and Updates to This Agreement and Conditions
   We reserve the right to unilaterally update or modify (collectively “change”) this Agreement at any time and from time to time. We will notify you of any changes to this Agreement by posting notice of such changes on the basset.io or otherwise via the Services, or sending notice to you via email. You agree that we have this right, and that your continued use of the Services following notice of such change means that you agree to and accept the amendments. If you do not agree, you must immediately stop using the Services, and notify us that you are terminating this Agreement.
3. Termination of Your Use of the Services
   In addition to any other rights or remedies available to us, in our sole discretion we may terminate or restrict your access to this Services or any component thereof at any time, without notice or liability to you.
4. Ownership
   All of the content on or made available via the Services, including without limitation all of the page headers, images, illustrations, graphics, audio clips, video clips, multimedia clips, interfaces and text (collectively “Material”) is the property of Basset or its licensors-as are all trade-mark, copyright, patent and/or other intellectual property rights arising therefrom.The Material is protected under copyright, trade-mark and other laws of Canada and other countries, and Basset owns all copyright in the selection, co-ordination, arrangement and enhancement of the Material. All other company names, brand names, trade-marks and logos are the property of their respective owners. Nothing made available via the Services or contained on the website will be construed as granting any license or right to use any trade-marks (whether by implication or otherwise), including Basset’s trade-marks, except with the express written permission of Basset or such other party that may be the owner thereof.
5. Permitted Use of the Services; Prohibitions
   You may download, print and store selected portions of the Material provided that you: (a) only use these copies of the Material for your own personal, non-commercial use; (b) do not copy or post the Material on any network computer, or broadcast or redistribute the Material in any media or through any other channel; (c) do not modify or alter the Material in any way; and (d) do not delete, obscure or change any copyright, trade-mark or other proprietary notice contained in the Material. Additionally, you understand that by using the Services that you may be exposed to Material that you may find offensive or objectionable and that, in this respect, you use the Services at your own risk.
6. Prohibitions
   Except to the limited extent expressly permitted above, any other use of any of the Material (whether in whole or in part) is strictly prohibited. Without limiting the foregoing, you must not frame, mirror, scrape, or mine any of the Material except with our prior written consent. Additionally, without limiting the foregoing, you may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Material (whether in whole or in part) unless you have been specifically told that you may do so by Basset or by the owners of that Material in a separate agreement. Except as indicated by our robots.txt or similar file, you may not use any robot, spider, other automatic device or manual process to monitor or copy web pages or the Material. You may not, whether directly or indirectly, use any device, software or routine or otherwise interfere or attempt to interfere with the proper working of the Services. You may not take any action that places a disproportionately large load on the infrastructure of the Services.We may enforce our rights to the fullest extent of the law should you breach any of these terms and conditions.
7. Feedback
   We seek and welcome your feedback regarding the Services. In the event you provide us with any such material (whether through the Services, by electronic mail or otherwise) including any questions, comments, suggestions, testimonials or the like (all of which are collectively called “Feedback”), you retain ownership of all rights in such Feedback. However, you grant us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to delete, reproduce, modify, adapt, publish, translate, share, rent, lend, create derivative works from, distribute, commercialize, communicate by telecommunication, display and otherwise use such Feedback throughout the world in any media, now known or hereafter developed for any purpose, and you waive any and all moral rights in the Feedback. You also agree that we are free to use any ideas, concepts, know-how, or techniques contained in any Feedback for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products using such information. You also grant us the right to use the name you submit (if any) with such Feedback in connection with our rights hereunder. By providing Feedback, you warrant that the content of such Feedback is not subject to any third party copyright or any other proprietary rights, and that you have full capacity and authority to provide such Feedback and this license to the Feedback.
8. Links
   The Website may contain, and the Services may make available, links to other web sites. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Basset of the linked web site or information contained therein. Your use of such sites and your dealings with the owners or operators thereof are at your own risk.
9. Errors and Corrections; Disclaimers
   The Services, including the basset.io website may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.All Material is provided “as is”, “where is”, “as available”, without representations or warranties of any kind. TO THE FULL EXTENT PERMITTED BY LAW, BASSET, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, MEMBERS AND SUPPLIERS DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, OR ARISING BY COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OR USE. Without limiting the foregoing, we do not represent or warrant that the Material is accurate, complete, reliable, useful, timely or current or that the Services will operate without interruption or error. We assume no responsibility, and are not liable for, any damages to your computer equipment, data or other property on account of your access to or use of the Services or your downloading of any Material, or inability to do any of the foregoing. We make no representation that the Material provided via the Services is applicable or appropriate for use in locations outside of Canada.
10. Description of Services
    We provide access to software and related services available via the Website and through other channels. You are responsible for providing, at your own expense, all equipment necessary to use the Services, at your sole cost. Subject to this Agreement, you may access and use the services you have been authorized or licensed by Basset to access and use, during the term of this Agreement. Unless we have given you specific written permission to do so, you may not assign (or grant a sub-licence of) your rights to use the Services, or grant a security interest in or over your rights to use the Services, or otherwise transfer any part of your rights to use the Services to any third person.
    
11. Account Eligibility
    You may create an account to access the Services only if you:(a) can lawfully enter into and form contracts in accordance with local laws; and(b) you have not previously opened an account on the Services. Additionally, to the extent that you are using a paid version of our services, you must also have arranged for a valid form of payment that is expressly accepted by Basset. You represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and the corporation or other organization named in the account sign-up process.
12. Account Sign-Up
    When you sign up for an account you will be required to provide a email address, to provide your name, and a organization name. You will also be given the opportunity to provide certain optional information. .We reserve the right to refuse to permit the opening of an account, or the provision of service, to anyone at any time for any reason.
13. Your Account Data
    You agree to: (a) provide true, accurate, current and complete information as prompted by all Service-related registration forms and account settings (“Data”); and (b) maintain and promptly update the Data to keep it true, accurate, current and complete.You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with your account; you may not transfer or share your account with anyone. Accordingly, you acknowledge that you will be solely responsible to Basset for all activities that occur with the use of your account credentials-whether financial or otherwise. If you provide any Data that is (or which we have reasonable grounds to suspect is) untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of our services (including the Services) or any portion thereof.
14. Privacy
    You have read, understood and agreed to our Privacy and Security Policy, the terms of which appear on the Website and are incorporated by reference into this Agreement, and agree that the terms of such Privacy and Security Policy are reasonable. You consent to the use of your personal information by Basset and/or third parties in accordance with the terms of and for the purposes set forth in our Privacy and Security Policy.
15. Your Representations and Warranties
    In using the Services, you shall at all times act reasonably, and in good faith.You additionally agree, represent and warrant that you shall not: (a) bypass or attempt to bypass any measures we may use to prevent or restrict access to the Services; (b) interfere or attempt to interfere with the proper functioning of the Services; and (c) impersonate or attempt to impersonate any person or entity, or falsely state or otherwise misrepresent yourself or provide false Data.In uploading Submissions, you further agree, represent and warrant that: (a) all rights in and to the Submissions (including, without limitation all trade-mark, trade secret, patent, copyright, moral, or other proprietary rights), are owned by you or you have full authority by way of the necessary licenses, permissions, waivers and consents to use the Submissions, and upload the Submissions for use by us (for the purposes described herein) and by other Service users, and grant the license contained herein; (b) the Submissions do not contain any viruses, worms, time bombs, trojan horses and other harmful or malicious code, files, scripts, agents or programs; (c) the Submissions do not contain any unlawful, hateful, objectionable, harmful, threatening, abusive, harassing, offensive, libelous, defamatory, slanderous, immoral, pornographic, indecent, or obscene material, or material that is discriminatory (as relating to race, ethnicity, sexual orientation, age, religion, or other grounds), or that is otherwise objectionable; (d) the Submissions do not advocate or describe any illegal activity; (e) you have not and will not accept compensation from any third parties in relation to your Submissions; (f) you will not use the Services to advertise or solicit for any commercial or other purpose competitive with the Services; and (g) your Submissions and their use as contemplated hereunder and otherwise via the Services will not conflict with or violate any other agreement between you and any other party, and do not conflict with or violate any applicable laws (including as relating to intellectual property, confidentiality, personal, privacy or proprietary rights).
16. Billing and Payments
    The fees for your paid account will be billed from the date you elect, or convert to, a paid account and on each monthly renewal thereafter unless and until you cancel your account. Basset will automatically bill your credit card each month on the calendar day corresponding to the commencement of your paid account. You acknowledge that the amount billed each month may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in your account, differing amounts due to number of active users on your network, or changes in the amount of applicable sales tax, and you authorize us to charge your credit card for such varying amounts. Basset may also periodically authorize your credit card in anticipation of account or related charges. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. Basset may arrange other payment with you including quarterly or yearly subscriptions and any payment contract that you enter into is hereby incorporated into and made part of this Agreement.
17. Taxes
    You are responsible for paying any applicable governmental taxes imposed on your acquisition of services from us, including, but not limited to, sales, use or value-added taxes.
18. Billing Disputes
    If you note a billing problem or discrepancy, you must contact Basset within 15 days of the date of the billing problem or discrepancy to discuss the issue. A failure to do so will be taken as your waiver of such issues.
19. Confidentiality
    Transmissions to Basset (whether effected through the Services or otherwise) may not be secure, may not be treated as confidential or protected in any way, and do not create any fiduciary or other relationship or duty of any kind. You should not send confidential or sensitive information via the Internet or e-mail, including via the Services.Additionally, Basset has implemented commercially reasonable technical and organizational measures designed to secure the Services, Data and Submissions from accidental loss and from unauthorized access, use, alteration or disclosure. However, Basset cannot guarantee that unauthorized third parties will never be able to defeat those measures, or use such information for improper purposes. You acknowledge that you provide your personal information at your own risk.
20. Support and Reporting
    In the event that you have difficulties in using accessing the basset.io website or otherwise using our Services, you can contact Basset at hello@basset.io.
21. Suspension and Termination
    If you wish to terminate this Agreement, you will be required to contact us at support@basset.io of your intention. Neither failing to log into the Services, failing to upload additional Submissions or failing to access or consume services made available to you will, in and of itself, constitute your termination of this Agreement.We may, at any time and for any reason and in its sole discretion, change, suspend or terminate (whether temporarily or permanently) the Services or the basset.io website (or any part thereof), or terminate this Agreement, without any prior notice or liability to you or any other person. Additionally, your rights under this Agreement will terminate automatically without notice from us if you fail to comply with any term(s) of this Agreement.If this Agreement is terminated by you or us for any reason, then: (a) this Agreement will nevertheless continue to apply and be binding upon you in respect of your Submissions and use of the Services and services prior to termination; (b) you may be prevented from using the Services or accessing the basset.io website, or your account details, or any files or other content which is contained or attached to your account, all of which may be deleted by Basset; (c) Basset may continue to use and disclose your personal information in accordance with the Basset Privacy and Security Policy as amended from time to time; (d) Basset may continue to use and disclose your Submissions as outlined herein; and (e) you shall cease all use of the Services, including the basset.io website. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection with such termination or suspension.
22. Disclaimers
    You understand and agree that temporary interruptions of the Services may occur as normal events. You further understand and agree that we have no control over third party networks you may access (or we may rely upon) in the course of your use of (or our delivery of) the Services; therefore, delays and disruption of the Services and any transmissions related thereto are completely beyond our control, and we shall have no liability therefore.YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND BASSET HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. BASSET DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY OR ASSOCIATED WITH THE WEBSITE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE WEBSITE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BASSET EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU. OTHERWISE, THESE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
23. Limitation of Liability
    TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL BASSET BE LIABLE FOR PERSONAL INJURY OR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE WEBSITE OR ANY OTHER SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF BASSET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. Notwithstanding the foregoing, in no event shall our total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of five Canadian dollars (CAD $5.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
24. Indemnification
    You agree to indemnify and save harmless Basset, our affiliates, and our respective officers, directors, employees, consultants, representatives, members and agents (in this section, “we” and “us”) from and against any claim, cause of action, demand, cost, loss, expense or liability, including without limitation reasonable professional fees, brought against or suffered or incurred by us as a result of your use of the Services in breach of this Agreement. Without limiting the foregoing, you assume any and all liability for Submissions you upload, and you agree to defend, indemnify and hold us harmless from and against any and all third-party claims, actions, proceedings, damages and expenses (including without limitation lawyer fees on a solicitor-client basis) and costs, arising out of the breach or alleged breach of a covenant, representation or warranty in this Agreement.When we are threatened with a suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us as provided above; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. In addition, in the event we are made a party to any claim, suit or action relating to or arising from any services offered by us that is: (a) initiated by you, which is unsuccessful; or (b) initiated by a third party, who is suing you; you will reimburse us at a reasonable rate for all personnel time and expenses expended by us in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by us with respect to such response. This defence and indemnification obligation will survive this Agreement and your cessation of use of the Services.
25. Further Assurances
    Upon our request and at our cost, you agree to provide such information and documents, do such additional things, and sign such further documents connected with the licenses, releases and waivers contemplated by this Agreement.
26. Governing Law and Courts; Timing of Claims
    This Agreement and your use of the Services (including access to the basset.io website) will be governed by and interpreted exclusively in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable in British Columbia, excluding its conflict of laws rules and all private international laws. You further agree that despite being available from a variety of jurisdictions, the Services (including access to the basset.io website) will be deemed solely based in the Province of British Columbia, Canada; and that the Services and the basset.io website) shall be deemed to be passive in nature and not giving rise to personal jurisdiction over Basset in jurisdictions other than the Province of British Columbia. You consent and submit to the exclusive jurisdiction of the Courts located in the Province of British Columbia in all disputes arising out of or relating to your use of or inability to use the Services and this Agreement. However, you agree that nothing herein precludes Basset’s application for injunctive remedies or other urgent legal relief in any jurisdiction. You agree that any claim or cause of action you may have arising from, connected with, or relating to this Agreement or the Services must be commenced in a court of competent jurisdiction in the Province of British Columbia within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred.
27. Severability
    The terms of this Agreement are severable. If any provision of this Agreement is determined to be unenforceable or invalid, then such provision will be enforced to the fullest extent permitted by applicable law, and such determination will not affect the validity and enforceability of any other remaining provisions.
28. Other Jurisdictions
    Use of the Services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Services may be illegal or prohibited. Those who choose to access the Services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent local laws are applicable.
29. Notices
    Basset may provide notifications (whether required by law, for authorized marketing or business related purposes) to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on www.basset.io, as we may determine in our sole discretion.
30. Waiver
    No consent or waiver by either party to or of any breach or default by the other party in its performance of its obligations under this Agreement will be deemed or construed to be a consent to or waiver of a continuing breach or default or any other breach or default of those or any other obligations of that party. No consent or waiver will be effective unless in writing and signed by both parties.
31. Enurement
    The provisions of this Agreement will enure to the benefit of and be binding upon each of Basset and its successors and assigns and related persons, and you and your heirs, executors, administrators, successors, permitted assigns, and personal representatives. You may not assign this Agreement or your rights and obligations under this Agreement without the express prior written consent of Basset which may be withheld in Basset’s sole discretion. Basset may assign this Agreement and its rights and obligations under this Agreement without your consent or notice to you.
32. Survival
    The provisions of Sections 8-27 shall survive termination of the Agreement, howsoever occasioned.
33. Entire Agreement
    This Agreement, together with those documents incorporated or referred to herein, constitute the entire agreement between you and Basset relating to your use of the Services and Submissions, and supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and cannot be amended or modified except by the express and explicit agreement of Basset to modify this Agreement in writing, or by Basset making such amendments or modifications available to you pursuant to a modification of this Agreement as permitted herein. No Basset employee or agent has the authority to vary this Agreement. In the event of a conflict between the provisions of the User Terms and the provisions of any other document or agreement incorporated or referenced herein, these User Terms will govern to the extent of the inconsistency.