End User License Agreement

Last updated January 19, 2023

BASE is licensed to You (End-User) by Babe And Spencer Enterprises, LLC (hereinafter: Licensor), a Delaware limited liability company, for use only under the terms of this License Agreement.

By using this Application, and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement.

All rights not expressly granted to You are reserved.

1. THE APPLICATION

BASE (hereinafter: Application) is a piece of software for creatives to generate, store, organize, share and market their digital content.

The Application is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Application. You may not use the Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. SCOPE OF LICENSE

2.1  You are given a non-transferable, non-exclusive, non-sublicensable license to use the Licensed Application as permitted by the Usage Rules set forth in this section.

2.2  This license will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.

2.3  You may not make the Application or any of its proprietary contents available to third parties (unless to the degree permitted by Babe And Spencer Enterprises, LLC's prior written consent). You may not sell, rent, lend, lease or otherwise redistribute the Application.

2.4  You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with Babe And Spencer Enterprises, LLC's prior written consent).

2.5  You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.

2.6  Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7  Licensor reserves the right to modify the terms and conditions of licensing.

2.8  Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.

3. TECHNICAL REQUIREMENTS

3.1  The Application requires a modern web browser. Licensor recommends using the browser’s latest version.

3.2  Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new
hardware. You are not granted rights to claim such an update.

3.3  You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical  specifications mentioned above.

3.4  Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

4. MAINTENANCE AND SUPPORT

4.1  The Licensor is solely responsible for providing any maintenance and support services for this licensed Application. You can reach the Licensor at the email address listed below.

5. USE OF DATA

You acknowledge that Licensor will be able to access and adjust Your downloaded licensed Application content and Your personal information, and that Licensor's use of such material and information is subject to Your legal agreements with Licensor and Licensor's privacy policy.

6. USER GENERATED CONTRIBUTIONS

The Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions you share or otherwise expressly deem public may be viewable by other users of the Application and through third-party websites or applications. As such, any Contributions may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Application, and other users of the Application to use your Contributions in any manner contemplated by the Application and these Terms of Use.

3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Application and these Terms of Use.

4. Your Contributions are not false, inaccurate, or misleading.

5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

9. Your Contributions do not violate any applicable law, regulation, or rule.

10. Your Contributions do not violate the privacy or publicity rights of any third party.

11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Application in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Application.

7. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Application or making Contributions accessible to the Application by linking your account from the Application to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use copy, reproduce, disclose, sell, resell, publish, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Application. You are solely responsible for your Contributions to the Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations in the Application; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

8. LIABILITY

8.1  Licensor's responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.

8.2  Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to licensed Application.

8.3  Licensor makes no representation that the Application, its contents or services will be provided uninterrupted, expeditiously or accurately. Licensor makes no representation that data in the Application will be free from inaccuracy, imprecision, unreliability or incompletion. If You discover inaccuracies in the Application, please contact the Licensor as the address listed below. Licensor makes no promise that corrections will be issued in a timely manner.

9. WARRANTY

9.1  Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Application works as described in the user documentation.

9.2  No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of Babe And Spencer Enterprises, LLC's sphere of influence that affect the executability of the Application.

9.3  You are required to inspect the Application immediately after accessing it and notify Babe And Spencer Enterprises, LLC about issues discovered without delay by email at the address listed below. The defect report will be taken into consideration and further investigated if it has been sent within a period of ninety (90) days after discovery.

9.4  If we confirm that the Application is defective, Babe And Spencer Enterprises, LLC reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.

9.5  In the event of any failure of the Application to conform to any applicable warranty, You may notify the Licensor at the address listed below, and Your Application purchase price will be refunded to You.

9.6  If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.

10. RELEASE

You forever release, discharge, and covenant not to sue the Licensor from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Licensor or otherwise, in connection with your use of the Application, its contents or services or your interaction with any party through or as a result of the Application, its contents or services. In other words, you agree that you cannot sue the Licensor if anything happens to you or your property in connection with your use of the Application or your interaction with any party through or as a result of the Application. You expressly agree that the provisions in this paragraph will survive any termination of your account(s), the Application, or this Agreement.

11. INDEMNIFICATION

You agree to defend, indemnify and hold harmless the Licensor from and against all liability, claims, actions and expenses, including attorneys' fees and costs, arising out of your use of the Application and/or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement. You agree that the provisions in this paragraph will survive any termination of your account(s), the Application, or this Agreement.

12. OBJECTIONABLE CONTENT/COPYRIGHT TAKEDOWN

If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:

Copyright Policy

It is the Licensor’s policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please notify the Licensor at the address listed below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Licensor will also terminate a subscriber’s account if a subscriber is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should email your infringement claim (or other complaints), is listed below.

13. THIRD PARTY SITES AND PRODUCTS

The Application may display, include or make available third-party content or issue links to websites hosted by third parties. The Application may also include access to third-party APIs. You should review the terms of use and privacy policies of all sites and services you link to from or are referred to by our Service. We do not endorse or take responsibility for these third party offerings. We do not vet or take responsibility for third-party sites, services or products or the postings or communications of other users. You understand and acknowledge that the Licensor shall not be liable for the accuracy, completeness, timeliness, validity or any aspect thereof of any information from these sources. Licensor also assumes no liability in your use of content from third-party sources made available to You in the Application. You should review and must comply with the applicable terms and conditions of the relevant third parties. The content, links and other information from third-party sources is presented and made available to you in the Application merely as a convenience and access to this information is entirely at Your own risk and subject to the applicable terms and conditions of the corresponding third parties.

14. PRODUCT CLAIMS

Babe And Spencer Enterprises, LLC and the End-User acknowledge that Babe And Spencer Enterprises, LLC is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to:

(i) product liability claims;

(ii) any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and

(iii) claims arising under consumer protection, privacy, or similar legislation.

15. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and that You are not listed on any U.S. Government list of prohibited or restricted parties.

16. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the licensed Application, please contact:

Babe And Spencer Enterprises, LLC

spencer@getbase.app

17. TERMINATION

The license is valid until terminated by Babe And Spencer Enterprises, LLC or by You. Your rights under this license will terminate automatically and without notice from Babe And Spencer Enterprises, LLC if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.

18. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

Babe And Spencer Enterprises, LLC represents and warrants that Babe And Spencer Enterprises, LLC will comply with applicable third-party terms of agreement when using licensed Application.

19. INTELLECTUAL PROPERTY RIGHTS

Babe And Spencer Enterprises, LLC and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User's possession and use of that licensed Application infringes on the third party's intellectual property rights, Babe And Spencer Enterprises, LLC will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claims.

BASE is a trademark of Babe And Spencer Enterprises, LLC.

20. APPLICABLE LAW

This license agreement is governed by the laws of the State of Delaware excluding its conflicts of law rules.

21. MISCELLANEOUS

21.1  If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.          

21.2  Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.