PLATFORM TERMS OF SERVICE
Last Updated 10/31/2018
BaseCap Analytics Inc. (“BaseCap,” “we,” “us,” or “our”) welcomes you. We invite you to access and use
our proprietary platform (“Platform”), which is made available to you through Azure Marketplace.
We provide Authorized Users (as defined below) with access to the Platform subject to the following
Platform Terms of Service, which may be updated by us from time to time without notice to you. By
clicking “I AGREE”, you acknowledge that you have read, understood, and agree to be legally bound by
these Platform Terms of Service and our Privacy Policy, which is hereby incorporated by reference
(collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the
Platform.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION
WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION
WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept these Platform Terms of Service on behalf of a company or other legal entity, you represent and
warrant that you have the authority to bind that company or other legal entity to these Platform Terms of
Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify
these Platform Terms of Service, at any time and without prior notice. If we modify these Platform Terms of
Service, we will post the modification on the Platform. By continuing to access or use the Platform after we
have posted a modification, you are indicating that you agree to be bound by the modified Platform Terms of
Service. If the modified Platform Terms of Service is not acceptable to you, your only recourse is to cease
using the Platform.
Capitalized terms not defined in these Platform Terms of Service shall have the meaning set forth in our
Privacy Policy.
1. DESCRIPTION AND USE OF THE PLATFORM
The Platform allows employees, contractors, or agents of our customer whom the customer authorizes to
access and use the Platform (“Authorized Users”) to select and profile data, view data quality statistics, and
automatically remediate instances of inaccurate data.
BaseCap is under no obligation to accept any individual as an Authorized User, and may accept or reject any
registration in its sole and complete discretion. In addition, BaseCap may deactivate any account at any
time, including, without limitation, if it determines that an Authorized User has violated these Terms of
Service.
2. USE OF PERSONAL INFORMATION
Your use of the Platform may involve the transmission to us of certain personal information. Our
policies with respect to the collection and use of such personal information are governed according to our
Platform Privacy Policy (located at https://basecapanalytics.com/teamsprivacypolicy), which is hereby incorporated by reference in its entirety.
3. COMMUNITY GUIDELINES
BaseCap’s community, like any community, functions best when its users follow a few simple rules. By
accessing and/or using the Platform, you agree to comply with these community guidelines (the
“Community Guidelines”) and that:
• You will comply with all applicable laws in your use of the Platform and will not use the Platform
for any unlawful purpose;
• You will not upload, post, e-mail, transmit, or otherwise make available any content that:
o infringes any copyright, trademark, right of publicity, or other proprietary rights of any
person or entity; or
o is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of
another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or
demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran
status, and/or sexual orientation/gender identity; or
o discloses any sensitive information about another person, including that person’s e-mail
address, postal address, phone number, credit card information, or any similar information.
• You will not “stalk,” threaten, or otherwise harass another person;
• You will not spam or use the Platform to engage in any commercial activities;
• You will not access or use the Platform to collect any market research for a competing business;
• You will not impersonate any person or entity or falsely state or otherwise misrepresent your
affiliation with a person or entity;
• You will not interfere with or attempt to interrupt the proper operation of the Platform through the
use of any virus, device, information collection or transmission mechanism, software or routine, or
access or attempt to gain access to any data, files, or passwords related to the Platform through
hacking, password or data mining, or any other means;
• You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety
features (e.g., report abuse button) on the Platform;
• You will not use any robot, spider, scraper, or other automated means to access the Platform for any
purpose without our express written permission; provided, however, we grant the operators of public
search engines permission to use spiders to copy materials from the public portions of the Platform
for the sole purpose of and solely to the extent necessary for creating publicly-available searchable
indices of the materials, but not caches or archives of such materials;
• You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or
disproportionately large load on our technical infrastructure; and
• You will let us know about inappropriate content of which you become aware. If you find
something that violates our Community Guidelines, please let us know, and we’ll review it.
We reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or any portion of
the Platform, without notice, and to remove any content that does not adhere to these Community Guidelines.
4. RESTRICTIONS
The Platform is only available for individuals aged 18 years or older. If you are under 18 years of age, please
do not use the Platform.
5. REGISTRATION
If you would like to use the Platform as an Authorized User, you will be asked to provide your name, and
email address and you will be asked to create a password for your account. You represent and warrant that all
registration information you submit is truthful and accurate and you will maintain the accuracy of such
information. You are responsible for the confidentiality of your account. You will promptly inform us of any
need to deactivate a user name or password. We reserve the right to delete or change your user name and/or
password at any time and for any reason.
6. INTELLECTUAL PROPERTY
The Platform contains materials, such as photographs, software, text, graphics, images, sound recordings,
and other material provided by or on behalf of BaseCap (collectively referred to as the “Content”). The
Content may be owned by us or third parties. The Content is protected under both United States and foreign
laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights
in or to the Content, and you will not use the Content except as permitted under this Agreement. No other
use is permitted without prior written consent from us. You must retain all copyright and other proprietary
notices contained in the original Content on any copy you make of the Content. You may not sell, transfer,
assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative
version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The
use or posting of the Content on any other website or in a networked computer environment for any purpose
is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content, and/or the
Platform automatically terminates.
The trademarks, service marks, and logos of BaseCap (the “BaseCap Trademarks”) used and displayed on
the Platform are registered and unregistered trademarks or service marks of BaseCap. Other company,
product, and service names located on the Platform may be trademarks or service marks owned by others
(the “Third-Party Trademarks,” and, collectively with BaseCap Trademarks, the “Trademarks”).
Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license
or right to use the Trademarks, without our prior written permission specific for each such use. Use of the
Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved
in advance by us in writing. All goodwill generated from the use of BaseCap Trademarks inures to our
benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and
federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited
to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written
consent for each and every instance.
7. COMMUNICATIONS WITH US
Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content
that contains confidential information. With respect to all e-mails and communications you send to us,
including, but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to
use any ideas, concepts, know-how, or techniques contained in your communications for any purpose
whatsoever, including but not limited to, the development, production, and marketing of products and
Platform that incorporate such information without compensation or attribution to you.
8. NO WARRANTIES; LIMITATION OF LIABILITY
THE PLATFORM AND ALL CONTENT, FUNCTIONS AND MATERIALS MADE AVAILABLE TO
YOU THROUGH THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES
ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
IN CONNECTION WITH ANY WARRANTY, CONTRACT OR COMMON LAW TORT CLAIMS: (I)
NONE OF BASECAP, ITS AFFILIATES, SUBSIDIARIES, OR ITS OR THEIR OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE “BASECAP PARTIES”) SHALL BE
LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR
DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM
THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR THE CONTENT, EVEN IF A
BASECAP PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II)
ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE
PLATFORM OR THE CONTENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THEREFORE,
SOME OF THE ABOVE LIMITATIONS ON WARRANTIES IN THIS SECTION MAY NOT APPLY TO
YOU.
THE PLATFORM MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR
OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR
ANY SUCH TYPOGRAPHICAL, TECHNICAL, PRICING, OR OTHER ERRORS LISTED ON OR
OMITTED FROM THE PLATFORM. WE RESERVE THE RIGHT TO MAKE CHANGES,
CORRECTIONS, AND/OR IMPROVEMENTS TO THE PLATFORM AT ANY TIME WITHOUT
NOTICE.
9. EXTERNAL SITES
The Platform may contain links to third-party websites (“External Sites”). These links are provided solely as
a convenience to you and not as an endorsement by us of the content on such External Sites. The content of
such External Sites is developed and provided by others. You should contact the site administrator or
webmaster for those External Sites if you have any concerns regarding such links or any content located on
such External Sites. We are not responsible for the content of any linked External Sites and do not make any
representations regarding the content or accuracy of materials on such External Sites. You should take
precautions when downloading files from all websites to protect your computer from viruses and other
destructive programs. If you decide to access linked External Sites, you do so at your own risk.
10. INDEMNIFICATION
You agree to defend, indemnify, and hold the BaseCap Parties harmless from and against any damages,
liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal
and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the
Platform, and/or the Content; and/or (iii) your violation of any third-party rights, including without limitation
any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such
claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or
proceeding. We reserve the right to assume the exclusive defense and control (at your expense) of any
matter that is subject to indemnification under this section. In such case, you agree to cooperate with any
reasonable requests assisting our defense of such matter.
11. COMPLIANCE WITH APPLICABLE LAWS
The Platform is based in the United States. We make no claims concerning whether the Platform, and the
Content may be viewed, or be appropriate for use outside of the United States. If you access the Platform, or
the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the
United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
12. TERMINATION OF THE AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access
to all or any part of the Platform, at any time and for any reason without prior notice or liability. You may
terminate your account at any time by following the instructions in your account settings. We reserve the
right to change, suspend, or discontinue all or any part of the Platform at any time without prior notice or
liability.
13. CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the State of New York
without regard to its conflict of laws provisions.
14. BINDING ARBITRATION
In the event of a dispute arising under or relating to this Agreement (each, a “Dispute”), either party may
elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration
Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF
EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO
LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY
BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL
CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS
DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN
ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except
for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by the
Judicial Arbitration and Mediation Platform (“JAMS”) pursuant to its then current Comprehensive
Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where
appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules
and procedures are available at the JAMS website http://www.jamsadr.com. Each party will be responsible
for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. Judgment on
the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties
from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The
arbitration may be conducted in person, through the submission of documents, by phone, or online. If
conducted in person, the arbitration shall take place in the United States county where you reside. The parties
may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify,
vacate or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in
the voluntary and informal exchange of all non-privileged documents and other information (including
electronically stored information) relevant to the Dispute immediately after commencement of the
arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of
competent jurisdiction as necessary to protect our proprietary interests.
15. CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually.
To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is
no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class
action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU
MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING.
16. MISCELLANEOUS
If this Agreement is terminated in accordance with the Termination provision above, such termination shall
not affect the validity of the following provisions of this Agreement, which shall remain in full force and
effect: “Intellectual Property,” “Communications with Us,” “No Warranties; Limitation of Liability,”
“Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class
Action Waiver,” and “Miscellaneous.”
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that
provision or any other provision in this Agreement. No waiver shall be effective against us unless made in
writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as
expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and
us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether
written or oral, between the parties with respect to the subject matter. The section headings are provided
merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of
our successors, assigns, licensees, and sublicensees.
You consent and agree that your clicking of the “I ACCEPT” button constitutes your electronic signature,
acceptance, and agreement under the United States federal E-SIGN legislation and that such electronic
signature will meet the requirements of an original signature as if actually signed by you in writing. Further,
you agree that no certification authority or other third-party verification is necessary to the enforceability of
your signature. At our request, any electronically signed document must be re-executed in original form by
you. No party hereto may raise the use of an electronic signature as a defense to the enforcement of this
Agreement or any amendment or other document executed in compliance with this Agreement.
Copyright 2018 BaseCap Analytics Inc. All rights reserved.
