Terms and Conditions of Use

Last Updated: May 28, 2012

Basemaster.com (“Basemaster”, “we”, “us” and terms of similar meaning) provides this website and the services provided by or through this website to you subject to these terms and conditions of use (these “Terms”).
In these terms we call this website and the software we provide the “Program”. We refer to the services provided by the Configuration setting as the “Services”.
Please read these Terms carefully before using the Program and Services. By accessing or using the Program and Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree to these Terms in their entirety, you may not use the Program and Services.
The Program is not intended to be used by children. You must be at least of the age of majority to use the Program.
In these Terms, our customers and their staff members to whom they give “staff” access to their BaseMaster account are called “Users”, and our customers’ customers who use the Program (for example, to view or pay Users’ invoices) are called “Customers”.
BaseMaster reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Program and Services, at any time and in its sole discretion. If we do so, we will notify you through the email address you provided in your registration information, if any. If you do not agree to the changes, you can cancel your account with us without further obligation, except for the amount due for the balance of the billing period in which you cancel your account (if your billing period is monthly, we will prorate your account to the nearest month-end after cancellation). Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the site Basemaster.com, and your continued use of the Program after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Program. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using the Services. If you have any questions about the Terms, please email us at support at Basemaster.com.
The Services are for your own use only. You may not resell, lease or provide them in any other way to anyone else.

1. Registration Data; Account Security
If you register for an account on the Program, you agree to (a) provide accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to BaseMaster, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to BaseMaster. You are responsible for all activities on your BaseMaster account, and for all charges incurred by your BaseMaster account.

2. Fees; Charges; Taxes
Fees and any other charges for the use of the Program are described on the Site. They may change from time to time. If we change them, we will give you at least a 30 days’ notice. If they do change, your continued use of the Program, as the case may be, after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs.
You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.

3. Ownership, Copyright and Trademarks
In these Terms the content available through the Program, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. Content provided by Users, is called “Content”. For example, data about its Customers and about its timesheet entries that a User provides to the Program is Content of that User (User's Content), data about its payments that a Customer provides to the Program is Content of that Customer (Customer's Content).
Content is that User’s property. BaseMaster’s only right to that Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 4 and Section 15 of these Terms.
Other than the Content, the Program, all software available on the Program or used to create and operate the Program is the property of BaseMaster or its licensors, and is protected by international copyright laws, and all rights to the Program, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners.
Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by BaseMaster.
Your Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any Content posted or stored on the Program, and we may do this at any time and for any reason. You are solely responsible for maintaining copies of and replacing any Content you post or store on the Program. If you authorize third parties to access your Content through the Program you agree that we are permitted to provide to them the Content, and also agree that we have no responsibility or liability for their use of such Content.

4. Your Limited License of Your User Content to BaseMaster
We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Site and provide the Services, now and in the future. If you are a Subscriber and enter timesheet data in relation to a Customer and configure your account to display timesheet data to your Customers, we need your license to that User Content to use it in the operation of the Services, and we need the right to sublicense that User Content to your Customers for that purpose.
Therefore, by posting or distributing User Content to or through the Services, you (a) grant BaseMaster and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
If your User Content is intended for the use of other Users you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in Section 5 of these Terms.
These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.

5. Our Limited License of Content to You
BaseMaster grants you a non-exclusive, non-sub licensable license to access the Program and to view, copy and print the portions of the Content available to you through the Program. Such license is subject to these Terms, and specifically conditioned upon the following: (1) you may only view, copy and print such portions of the Content for your own use; (2) you may modify or otherwise make derivative works with the Program configuration without changing the program code in your own risk (3) you may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (4) you may not use any data mining, robots or similar data gathering or extraction methods; and (5) you may not use the Program or the Content other than for their intended purpose.
Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your account with us.
You represent and warrant that your use of the Program and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law.

6. Providing a Reliable and Secure Service
If you have spent any time reviewing the Services, you will hopefully have noticed that we take reliability and security seriously. We put a great deal of effort into ensuring that our service operates all the time and that it is a secure environment for your data. We use what we believe to be “best-of-class” hosting services and security technologies and services that we believe provide you with a secure and safe environment.
For example, to safeguard credit card information, BaseMaster encrypts all stored credit card numbers, uses restrictive firewalls to protect stored data and uses SSL certificates to encrypt data transferred between you and the Program.
However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use BaseMaster, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Subscribers who enable auto-billing and choose to store the credit card information of their Customers accept these risks to the security of that credit card information. When storing credit card information using the BaseMaster recurring profiles module Subscribers acknowledge that they are aware of, and accept as satisfactory, BaseMaster's credit card protection procedures. Ultimately, credit card data is provided by Users and their Customers, and they are responsible for its protection.

7. No Responsibility for Third-Party Material
The Site may contain links to third-party Websites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information, including payment processors and other payment intermediaries that you may use in connection with your use of the Services. You use links to Third-Party Sites and any Third-Party Content or service provided there, at your own risk.
BaseMaster makes no claim or representation regarding Third-Party Content or Third-Party Sites, and provides them or links to them only as a convenience. Inclusion in the Program of a link to a Third-Party Site or Third-Party Content does not imply BaseMaster' endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. BaseMaster accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or Web sites linking to the Services. When you leave the Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Site, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

8. Advertisements and Promotions
BaseMaster may run advertisements and promotions from third parties on the Services. Your business dealings or correspondence with, or participation in promotions of, advertisers other than BaseMaster, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. BaseMaster is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Services.

9. Warranty Disclaimer
The Content and the Program are provided to you on an “as is” basis without warranties from BaseMaster of any kind, either express or implied. BaseMaster expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. BaseMaster does not represent or warrant that Site, the Content or the Services are accurate, complete, reliable, current or error-free.
While BaseMaster attempts to make your access to and use of the Services safe, BaseMaster does not represent or warrant that the Site, the Content or the Services are free of viruses or other harmful components.

10. Limitation of Liability; Indemnity
You waive and shall not assert any claims or allegations of any nature whatsoever against BaseMaster, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Program, the Content, the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Site, the Content or the Services. You use the Site, the Content and the Services at your own risk.
Without limitation of the foregoing, neither BaseMaster nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Program, the Content or the Services, including without limitation any damages caused by or resulting from your reliance on the Program, the Content or the Services or other information obtained from BaseMaster or any other Released Party or accessible via the Site, the Content or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction or unauthorized access to BaseMaster or any other Released Party's records, programs or services.
In no event shall the aggregate liability of BaseMaster, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Program, the Content or the Services exceed any compensation paid by you for access to or use of the Program, the Content or the Services, as the case may be, during the three months prior to the date of any claim.
You shall defend, indemnify and hold harmless BaseMaster and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Program, the Content and the Services, and if you are a User, from your Customers’ use of the Program and from the use of the Program, the Content and the Services by any person to whom you give access to your account (including as staff), including any claims made by any person that any of your, and if you are a User, your Customers’, Content infringes the rights, including the intellectual property rights, of any third party.

11. Communications
Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you or telephone you at the contact information you provide in your Registration Data. Or we may post a notice to Subscribers and Customers in the dashboard area of your account on the Site, or post the notice elsewhere on the Site. When we post notices on the Site, we post them in the area of the Site suitable to the notice. It is your responsibility to periodically review the Site for notices.
Subject to the Privacy Policy, if you send to BaseMaster or post on the Site in any public area any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that BaseMaster can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Site or send them to us.

12. Termination/Modification of License and Site Offerings
Notwithstanding any provision of these Terms, BaseMaster reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your account to use the Services; (b) block or prevent your future access to and use of all or any portion of the Services or Content ; (c) change, suspend or discontinue any aspect of the Services or Content; and (d) impose limits on the Services or Content.

13. Inactive Accounts; Termination of Agreement
If your account is unpaid for at least three months, we may delete your account.  We will notify you by email if we decide to delete your account. If you know in advance that your account will be inactive at some time and don’t want us to delete it, let us know in advance at support at Basemaster.com.
You and BaseMaster may terminate your use of the Program including your agreement to these Terms at any time. If you terminate your use of the Program you must pay the fees applicable for the balance of the then current billing period (if your billing period is monthly, we will prorate your account to the nearest month-end after termination). When your BaseMaster account is terminated, your Content will shortly thereafter, not appear on the Program. We may also retain an archival copy of your User Content after termination, and you hereby grant us a non-exclusive, perpetual, irrevocable license to maintain such archival copy for our internal business purposes.
If these Terms expire or terminate for any reason, Sections 3, 6, 7, 9, 10, 11 and 14, and any representation or warranty you make in these Terms, shall survive indefinitely.

14. Miscellaneous
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. BaseMaster may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of BaseMaster, and any such attempted assignment will be void and unenforceable. These Terms constitute the entire agreement between you and BaseMaster regarding your use of the Program, the Content and the Services, and supersede all prior or contemporaneous communications whether electronic, oral or written between you and BaseMaster regarding your use of them. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only.

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