Operator and Provider The Services are provided by Basset. In this Agreement, the terms “we”, “our” and “us” refer to Basset.
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.
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.
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
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.
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.
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.
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.
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.
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.
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
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.
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.
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.
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).
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.
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.
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
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.
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 email@example.com.
Suspension and Termination If you wish to terminate this Agreement, you will be required to contact us at firstname.lastname@example.org 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.
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.
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.
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.
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
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.
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.
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.
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.
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.
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.
Survival The provisions of Sections 8-27 shall survive termination of the Agreement, howsoever occasioned.
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.