TERMS OF SERVICE

YOUR access and use of BasicAI’s Services (as defined below) are subject to the following terms and conditions. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES.

Last Updated: October 10, 2019

These Terms of Service (“Terms”) create a binding agreement between YOU (the “User” or “YOU” or “YOUR”) and BasicAI, Inc (“BasicAI”, together with its affiliates, “we”, “us” or “our”) in connection with the access and use of the BasicAI’s system, platform, products, services, web applications, mobile applications or other access site or access method, (collectively, the “Services”) by the User. YOUR using the Services in any way, clicking the “Agree” button of the Terms or using any other method to agree to these Terms means that YOU agree to all of these Terms, as modified from time to time at our sole discretion, and these Terms will remain in effect while YOU use the Services. We will notify YOU of any additional/amended terms that apply to the Services and that are not otherwise referenced in these Terms prior to YOUR election to make use of such Services.

We suggest that YOU read the Terms carefully, especially the terms related to the risk and disclaimer, security and safety, restrictions by the laws and rules, and any sections capitalized and marked in bold.

1. ACCOUNT REGISTRATION AND PERSONAL INFORMATION

The User shall be 18 years of age or older. Persons under the age of 18 years are prohibited from creating an account herein.

Any personal information required for account registration (including information about any other authorized users or affiliated entities) (“Personal Information”) that YOU provide to us or through our system, website and applications, shall be true, current, complete and accurate. YOU are solely responsible for the Personal Information and will modify the above information from time to time if any changes occur. When necessary, we will ask YOU for original, softcopy or hardcopy of relevant documents to verify YOUR Personal Information. If any Personal Information is false, invalid, incomplete and/or inaccurate, we have the sole right to delete such information, request YOU to provide updated relevant information, suspend the Services, and/or take any other measures to protect our customers, our suppliers and ourselves. YOU hereby authorize us to retain, use and/or provide YOUR Personal Information to third parties in accordance with any applicable laws and regulations or for our self-regulatory rules for the purpose of providing the Services.

YOU affirm that YOU have not been previously suspended or removed from the Services and do not have more than one BasicAI account. We reserve the right to refuse registration, or refuse or limit access to the Services to YOU or any other authorized users, in our sole discretion. We may, without notice and in our sole discretion, terminate YOUR access to use the Services, or any portion of thereof, or block or prevent YOUR future access to and use of the Services, or any portion thereof for any reason.

We suggest that YOU protect YOUR account credentials, such as YOUR username and password, and change YOUR password regularly, e.g. every three months. Any information YOU edit or post, or any other actions taken under YOUR username and password will be considered YOUR own behavior and YOUR responsibility. We are not responsible for any loss caused by account lending, account loss or any other loss in relation to intentional/negligent actions, including but not limited to YOUR device being hacked or attacked by others or being defrauded, unless the loss of account credentials is directly caused by us. YOU may not transfer YOUR BasicAI account without written consent from us. YOU agree to notify us immediately of any unauthorized or improper use of YOUR account and/or YOUR password.

YOU further acknowledge and agree that if YOU may be deemed as an agent of an corporate entity or any other legal entity. In such case, these Terms shall apply to YOU and the affiliated entities.

2. LICENSE TO ACCESS THE PLATFORM & SERVICES

Subject to these TERMS and any other separate service agreement with us, which may be a written service agreement, order form, subscription form or other documents generated or accepted by us in writing, we hereby grant to YOU a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services subject to these Terms. YOU may not permit Services to be used by or for the benefit of any unauthorized third party. Nothing in these Terms shall be construed to grant YOU any right to transfer or assign rights to access or use Services. YOU may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

This license may be revoked by us at any time for any reason, with or without notice. YOU agree that YOU will not defeat, circumvent or modify any authentication technology or other security measures, controls, limitations, or content or functionality filters contained in or associated with the Services, reverse engineer any portion of the Services, or otherwise attempt to access any aspect of the Services that YOU have not been granted authorization to access under the above mentioned service agreement.

3. RISKS AND DISCLAIMERS, SECURITY AND SAFETY

YOU agree to assume all risks of using the SERVICES and any damages that may result from such risks. We will try our best to promote the correct, continuous, timely and safe delivery of SERVICES, but we are not responsible for any express or implied warranty.

The disclaimers contained in these TERMS apply to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access and other unpredictable factors, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. YOU are required to contact us as soon as possible for help with any of the above-mentioned issues.

To the extent permitted by applicable law and regulations, we have the right to suspend, terminate or modify the Services at any time, for some or all users, without prior notice. To the extent permitted by applicable law and regulations, we have the right to change the entity of the Services provider at any time without prior notice; the above-mentioned replaced entity shall automatically apply to these TERMS.

We may integrate products and services provided by third parties, link to third parties, and/or display third party tags or content in our Services. We provide such integration, linking and display purposes, only in order to provide convenience to YOU, but we do not guarantee their respective products or services, nor does this integration represent any recommendation, support or authorization of us for such third parties, their products and services. YOU shall understand and accept the terms and conditions of such third parties when using any of the products and services of such third parties.

We makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

In no event will we, or any person or entity involved in creating, producing or maintaining our platform and Services be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages, arising out of the use of or inability to access our Services.

4. INTELLECTUAL PROPERTY

The trademarks or marks used by us in our Services are owned by us or other identified rights holders and are protected by copyright and trademark laws and various other intellectual property rights and other applicable laws and regulations of the United States, foreign jurisdictions, and international conventions. Any text, images, videos, graphics, software and other materials contained and displayed in our Services are owned by us and other identified rights holders. For the personal use of the TERMS, we and the corresponding rights holders have not granted YOU any other rights to the above information and content through the TERMS. YOU further acknowledge and agree that, as between the parties, BasicAI owns all right, title, and interest in and to Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, trademarks, service marks, logos and various other intellectual property rights contained therein. YOU may not publicly disclose, transmit, reproduce or otherwise use any or all of the information provided by us to any third party without the prior written consent of the respective rights holder, and may not alter, falsify or delete any signature or trademark, copyright identification and/or other rights identifications. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Any information and content posted on the Services, shall not infringe the intellectual property rights and/or other rights of third parties. If any third party claims or sues/arbitrates the information and content posted in our Services, YOU shall resolve such disputes at YOUR own expense and compensate us any loss for YOUR infringement or alleged infringement.

By using our Services, YOU hereby grant us an unlimited license to use the user generated contributions resulting from the use of our Services, including but not limited to be used for internal worker training and education, internal product evaluation, testing and any other similar commercially reasonable purposes to operate, analyze, and improve our Services. YOU further agree that we will have the right to use, store, transmit, distribute, modify, copy, display, sub-license, and create derivative works of the anonymized and/or aggregated data, unless otherwise mutually agreed between YOU and BasicAI.

5. PRIVACY POLICIES & DATA COLLECTION

Our privacy policy is hereby incorporated by reference, and we suggest that YOU become familiar with our privacy policy, located at https://www.basic.ai/privacypolicy/ (the “Privacy Policy”). This Privacy Policy, as amended from time to time, is an integral part of these Terms. If you access the Services from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in these Terms and Privacy Policy, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

6. RESTRICTIONS BY THE LAWS AND RULES

These Terms are to be construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

YOU understand that the third-party products and services integrated, linked and displayed in our SERVICES may be subject to the laws and regulations of the place where the product or service is located and the location of the product or service provider.

YOU confirm that YOU will comply with all applicable laws and regulations in conjunction with these TERMS. YOU shall be liable for any liability and loss arising from violation of the above laws and regulations and/or these TERMS, and compensate us or any other users and related third parties caused by YOUR illegal acts or breach of the TERMS.

We recommend that YOU become familiar with the laws and regulations of the State of California, including but not limited to the the laws and rules related to these TERMS and the use of similar online services or platform.

7. INDEMNIFICATION

YOU agree to indemnify, defend and hold us and our affiliates or subsidiaries, or any of our directors, employees, agents, licensees or licensors harmless from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising out of or relating in any way to (i) YOUR (or anyone accessing the Services using YOUR Account) use of the Services, (ii) information in YOUR Account and any information YOU (or anyone accessing the Services using YOUR Account) submit, post or transmit through the Services, (iii) YOUR (or anyone accessing the Services using YOUR Account) violation of the Agreement, and (iv) YOUR (or anyone accessing the Services using YOUR Account) violation of any rights of any other person or entity. We reserve the right, at YOUR expense, to assume the exclusive defense and control of any indemnifiable matter and YOU agree to cooperate with us to defend these claims.

8. USE OF API

Any use of the application program interface (“API”), including use of the API through a third-party product that accesses our Services, shall be subject to these Terms. YOU expressly acknowledge and agree that BasicAI shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, even if BasicAI has been advised of the possibility of such damages, due to YOUR use of the API or third-party products that access data via the API when accessing our Services..

We may suspend your account’s access to the API temporarily or permanently in our sole discretion, determined by YOUR abuse or excessive usage of the API.

We also reserve the right to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice at any time.

9. AMENDMENT

The date shown under the title of this page identifies the last date that these Terms were updated.

We may amend the TERMS from time to time in accordance with our business needs, the development of laws and regulations, and/or changes in industry regulatory requirements. We will publish any amendments in a commercially reasonable manner. YOU are recommended to pay attention to any change notices and to read the latest version of the TERMS on our website from time to time.

If YOU do not agree to any provision of these Terms as currently posted, or as may be amended from time to time by us in our sole discretion, then YOU agree to immediately notify us in writing, and to cease accessing our platform and using the Services.

10.TERM AND TERMINATION

The TERMS will remain effective until terminated. YOU may terminate YOUR use of the Services at any time for any reason. We may terminate YOUR access to the Services at any time for any reason. We may also take any actions that we deem appropriate, including without limitation suspending or terminating YOUR account and YOUR access to the Services, without notice to YOU, if we suspect or determine that YOU may have (i) failed to comply with any provision of the TERMS, or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, abuse or disruption for YOU, us, the Services, or any third parties. YOU may, as a result of termination, lose YOUR Account and all information and data associated therewith.

11.GENERAL

If YOU are a California resident, please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs can be reached at 1625 N. Market Blvd., Suite S-202, Sacramento, CA 95834, or at (800) 326-2297. See more at:https://www.dca.ca.gov/about_us/contactus.shtml.