In order to use the Service, you must provide a Business Email Address. As used herein, "Business Email Address" means an email address that You generally use for business and/or research purposes and is not used solely or primarily for purposes of accessing the Service. Basis reserves the right, at any time, to require a business or academic email address for continued used of the Service and/or to reject or block the use of disposable and/or free email addresses (e.g., gmail or yahoo addresses).
PROVISION OF SERVICES
Basis will provide You with access to and use of the Service according to the subscription plan selected when You signed up for the Service and which is designated on Your account page (the “Subscription Plan”). Basis will use commercially reasonable efforts to make the Service available continuously; however, various technical problems or maintenance may, from time to time, result in temporary interruptions.
Basis may enhance or modify the features and/or functions of the Service from time to time in its sole discretion, with or without notice. Basis shall have no obligation to maintain, upgrade or update any particular function or feature of the Service and shall have no liability for any modification or unavailability of any particular function or feature of the Service.
ROSETTE CLOUD API KEY
Basis will provide You with a Rosette Cloud User API Key to access the Service (“Your API Key”). Your API Key should be considered private and confidential information and may not be provided to any person, except for Your authorized users (“Authorized Users”). You may use Your API Key to access the Service only for Internal Business Purposes. “Internal Business Purposes” includes the right to integrate Your API Key into Your software applications and deliver services that utilize Your API Key to Your end-user customers (“Your End-Users”), provided that: (a) You do not share, disclose or provide a copy of Your API Key to any third party; and (b) You do not rent, sell or otherwise provide any third party with access to the Service as a stand-alone service.
By accessing the Service, You agree to: be responsible for Your Authorized Users’ and Your End-Users use of the Service in accordance with this Agreement; use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify Basis promptly if You become aware of any such unauthorized access or use.
USE OF YOUR DATA
By accessing the Service, You grant to Basis a non-exclusive, worldwide, limited-term license to host, copy, transmit, process and display the electronic data and information that You or Your End-Users submit to the Service for processing (“Content”), as necessary for Basis to provide the Service in accordance with this Agreement. You represent that You have all necessary rights to submit Your Content to the Service, and to grant to Basis the foregoing license. Basis will not retain copies of Your Content after Your Content has been processed.
Basis may retain metadata (including content metrics and account metrics) based on or generated by (a) Your use of the Services and/or (b) Your Content (the “Metadata”). By accessing the Service, You grant to Basis a non-exclusive, worldwide, perpetual, irrevocable, sub-licensable, royalty-free license to use the Metadata.
You also grant to Basis the right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display any reviews, comments, questions and other information of any kind that You voluntarily submit or post on the Service website for public consumption, such as comments on questions posted on any users’ forum.
PRIVACY AND PROTECTION OF YOUR DATA
During the term of Your Agreement, Basis will provide limited technical support for the Service, subject to the terms of Your Subscription Plan, as published on the Service website. You are responsible for providing all support and/or technical assistance to Your End-Users, if applicable; Basis shall not provide support and/or technical assistance directly to Your End-Users.
RESTRICTIONS ON USE
By accessing the Service, You agree that You will not, and will not allow Your Authorized Users or Your End-Users to:
- Sell, resell, license, sublicense, distribute, rent or lease the Service, except as an integrated and inseparable part of a larger business offering to Your End-Users, or otherwise use Your API Key in violation of this Agreement;
- Use the Service to process, store or transmit, content or material which is: (i) infringing, offensive, libelous, obscene, or abusive; (ii) in violation of a third-party’s rights (including intellectual property, privacy or publicity rights); (iii) unethical or unwanted commercial content designed to: drive traffic to third-party sites or boost the search engine rankings of third-party sites, to further unlawful acts (such as phishing), or mislead recipients as to the source of the material (such as spoofing); or (iv) otherwise unlawful or tortious.
- Use the Service to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
- Interfere with or disrupt the integrity, performance or monitoring of the Service, or of servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- Attempt to gain unauthorized access to the Service or its related systems or networks, or permit direct or indirect access to or use the Service in a way that circumvents a contractual usage limit or restriction;
- Copy, reverse engineer (to the extent this restriction is permitted by law), frame or mirror any of the Service or any part, feature, function or user interface thereof (other than internal framing on Your own intranets, or as permitted in the Documentation);
- Use any results of the Service to create a similar service, or perform or publish any benchmark or performance testing; or
- Attempt in any way to disguise the origin of Your Content processed by the Service, or to conceal Your activities while using the Service.
- Process or store any Content that is subject to the International Traffic in Arms Regulations maintained by the United States Department of State.
Unless otherwise specified in writing by Basis, Basis does not intend use of the Services to create obligations under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), and makes no representations that the Services satisfy HIPAA requirements. If You are (or become) a Covered Entity or Business Associate, as defined in HIPAA, You will not use the Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) unless You have received prior written consent to such use from Basis.
FEES AND PAYMENT FOR SERVICES
All Subscription Plans other than a free trial plan (if available) (“Free Plan”) are referred to herein as Paid Subscriptions. Paid Subscription fees for Your Subscription Plan are charged in accordance with the subscription rates published on https://www.rosette.com/pricing/. You agree to pay all such fees, in accordance with Your Agreement, and You authorize Basis agents to charge Your credit card for subscription fees each month, in advance, throughout the Subscription Term (as defined below). Billing cycles are based on a calendar month ("Billing Cycle").
You may upgrade Your Subscription Plan at any time and the upgrade will take effect immediately. If You upgrade Your Subscription Plan in the middle of a Billing Cycle, You will be charged on a pro-rated basis, based on the higher subscription rate, for the remaining portion of the Billing Cycle, minus any fees already paid for the same period (based on the previous Subscription Plan). You may downgrade Your Subscription Plan at any time, provided that the lower subscription rate will only be applied in the next Billing Cycle.
Unless expressly provided herein, Subscription fees are non-refundable.
You are responsible for providing complete and accurate billing and contact information to Basis and notifying Basis of any changes to such information. Basis may charge a late fee on any overdue amounts at the rate of 1% of the outstanding balance per month (or the maximum rate permitted by applicable law, whichever is lower). If payment of Your account is refused, and Basis is unable to collect payment of amounts due within five (5) days of Your receipt of Your payment notice, Basis may, without limiting Our other rights and remedies, suspend Your account until all such amounts are paid in full.
You will not be charged at the beginning of a new Billing Cycle if Your Subscription Plan is suspended. Upon reinstatement of Your Subscription Plan, You will be charged on a pro-rated basis for the remaining portion of the then current Billing Cycle. Suspension of Your Subscription Plan will not entitle You to a refund for any prepaid fees.
Subscription fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your Subscription Plans. If Basis has the legal obligation to pay or collect Taxes for which You are responsible hereunder, Basis will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate.
PROPRIETARY RIGHTS AND LICENSES
Except for the limited rights to use the Service expressly granted hereunder, Basis does not grant to You any express or implied rights or licenses under any patents, trademarks, copyright or other proprietary or intellectual property rights. All right, title and interest in and to the Service and the Rosette Cloud website are owned by Basis and its licensors.
You grant to Basis a worldwide, perpetual, irrevocable, transferable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of the Services.
During the term of Your Agreement, You further consent to the use of Your name and logo, exactly in the form as provided by You or as available on Your website, in Our customer list on Our website and in Our marketing materials.
You agree to use the Service, and to permit Your End-Users to use the Service, only in accordance with the Documentation and to comply (and require Your End-Users to comply) with all applicable laws and regulations. You acknowledge and agree that Basis may monitor Your use of the Service (including that of Your End-Users) for the purpose of ensuring quality, improving Basis products and services and confirming Your compliance with the terms and conditions of this Agreement.
The Service and any other services or technology that Basis may make available to You may be subject to export laws and regulations of the United States and other jurisdictions. You represent that You are not named on any U.S. government denied-party list. You shall not permit access to or use of the Service in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
ALPHA AND BETA SERVICES
From time to time, Basis may invite You to try additional, alpha or beta features, functions or services (the “Additional Services”). The Additional Services will be clearly designated as alpha/beta, pilot, limited release, developer preview, labs, or by a description of similar import. The Additional Services are considered part of the “Service” under this Agreement, provided that Basis makes no representation or commitment whatsoever regarding the functionality, reliability or availability of the Additional Services. No support is provided for the Additional Services, which may be subject to additional terms. We may discontinue the Additional Services at any time in Our sole discretion and may never make them generally available. WITHOUT DEROGATING FROM THE GENERALITY OF ANY OTHER PROVISION HEREUNDER, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE ADDITIONAL SERVICES ARE PROVIDED “AS IS” AND BASIS WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH AN ADDITIONAL SERVICE.
THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND. BASIS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BASIS IS NOT RESPONSIBLE OR LIABLE (AND MAKES NO REPRESENTATION OR WARRANTY) FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, AVAILABILITY OR RELIABILITY OF THE SERVICE. BASIS HOSTS THE SERVICE ON THIRD PARTY INFRASTRUCTURE AND UTILIZES THIRD PARTY VENDORS FOR BILLING AND OTHER SERVICE COMPONENTS; BASIS IS NOT LIABLE FOR ANY PROBLEMS, HARM OR DAMAGES CAUSED BY HOSTING FAILURES OR THIRD PARTY VENDORS.
You will indemnify, defend and hold Basis and its subsidiaries, affiliates, officers, agents, employees, and suppliers, harmless from any and all claims, damages, liabilities, actions, judgments, costs and expenses (including attorneys’ fees) brought by a third party arising out of or in connection with (a) Your Content (b) Your use of the Service in breach of this Agreement, and/or (c) Your breach or alleged breach of any of Your obligations or representations under this Agreement (a “Claim Against Basis”). Basis will give You prompt notice of any applicable Claim Against Basis and will provide reasonable assistance, at Your expense.
LIMITATION OF LIABILITY
BASIS'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT , PROVIDED THAT IN NO EVENT WILL BASIS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT YOU PAID HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
IN NO EVENT WILL BASIS HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE SERVICE AND/OR THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF BASIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
TERM AND TERMINATION
All subscriptions begin on the Order Date and continue until cancelled or terminated in accordance with this Agreement (the "Subscription Term"). You may cancel Your subscription at any time, provided that the cancellation will take effect the day after the last day of the then current Billing Cycle. To eliminate doubt, cancellation of Your subscription will not relieve You of the obligation to pay any unpaid subscription fees due for the period prior to the effective date of cancellation, and will not entitle You to any refund for any prepaid subscription fees.
Basis has the right (but not the obligation), in its sole discretion, to suspend its provision to You of the Service if in Basis’s reasonable opinion Your use of the Service is in any way harmful or objectionable, including but not limited to any violation of Section 6 above (“Misuse”). Depending on the nature of the Misuse, Basis may, but is not required to, provide You with prior written notice (including by email) of the suspension and/or an opportunity to remedy the Misuse prior to suspension. Basis shall have sole discretion to determine whether and when a Misuse has been remedied and whether and when to reconnect You to the Service.
In addition, Basis may suspend access to the Service and/or terminate this Agreement at any time, with written notice to You (including by email), for any reason or for no reason. To avoid doubt, such termination rights include, without limitation, the right to eliminate and/or modify the terms of one or more Subscription Plans. Basis will not be liable for any costs, expenses or damages as a result of or in connection with suspension and/or termination of this Agreement.
Those parts of Sections 3, 4, 8, 14, 15, 16, 17 and 18 which by their nature are meant to survive, will survive termination of this Agreement.
Billing-related notices to You shall be addressed to the relevant billing contact designated by You in the applicable Sign-Up Form. All other notices to You shall be addressed to the relevant Service system administrator designated by You. Notices for Basis shall be provided to firstname.lastname@example.org.
GOVERNING LAW AND JURISDICTION
This Agreement and all matters relating to or arising out of this Agreement shall be governed and interpreted by and construed under the laws of the Commonwealth of Massachusetts, without reference to its choice of law provisions and without reference to the United Nations Convention on Contracts for the International Sale of Goods, and shall be deemed to be executed under seal in Cambridge, Massachusetts. The parties agree to submit to the exclusive jurisdiction and venue of state or federal courts located in Boston, Massachusetts.
Basis shall not be in default of any obligation under this Agreement if the failure to perform the obligation is due to any event beyond Basis’s control, including without limitation, significant failure of a portion of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorist activity, or other events of a magnitude or type for which precautions are not generally taken in the industry.
Your Agreement is the entire agreement between You and Basis regarding Your use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Basis’s prior written consent. Any attempt to assign this Agreement without such consent will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries under this Agreement.