Terms of Use

1. Acceptance of Terms

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms

2. Our Services

Basmar Software provides software development, design, consulting, and related professional services. The specific scope of services will be defined in a separate Service Agreement or Statement of Work (SOW).

We reserve the right to modify, suspend, or discontinue any aspect of our services at any time without prior notice.

3. User Obligations

When using our services, you agree to:

• Provide accurate and complete information
• Comply with all applicable laws and regulations
• Not use our services for any unlawful or unauthorized purpose
• Not interfere with or disrupt our services or servers
• Not attempt to gain unauthorized access to any part of our services
• Maintain the confidentiality of any account credentials

4.1 Our Content

All content on our website, including but not limited to text, graphics, logos, images, software, and design, is the property of Basmar Software and is protected by copyright, trademark, and other intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our express written permission.

4.2 Client Work Product

Ownership of work product delivered under a Service Agreement will be governed by the terms of that agreement. Unless otherwise specified:

• Custom code and designs become client property upon full payment
• We retain rights to pre-existing materials and reusable components
• We may use project work in our portfolio with client permission

5. Payment Terms

Payment terms will be specified in your Service Agreement or invoice. General terms include:

• Invoices are due within 30 days of issue unless otherwise stated
• Late payments may incur interest charges of 1.5% per month
• All fees are quoted in USD and exclude applicable taxes
• Refunds are subject to the terms of your Service Agreement

6. Warranties and Disclaimers

We strive to provide high-quality services but make certain disclaimers:

OUR SERVICES ARE PROVIDED "AS IS"

Except as expressly stated in a Service Agreement, we make no warranties, express or implied, regarding the accuracy, reliability, or suitability of our services. We disclaim all implied warranties including merchantability, fitness for a particular purpose, and non-infringement.

8. Indemnification

You agree to indemnify, defend, and hold harmless Basmar Software, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your use of our services
• Your violation of these Terms
• Your violation of any third-party rights

9. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement. This obligation continues for 3 years after the termination of services.

Confidential information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is required to be disclosed by law.

10. Termination

We reserve the right to suspend or terminate your access to our services at any time, with or without cause, with or without notice. You may terminate your use of our services at any time by ceasing to access them.

Termination of ongoing projects will be governed by the terms of the applicable Service Agreement. Sections of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, disclaimers, and limitations of liability.

11.1 Informal Resolution

In the event of any dispute, both parties agree to first attempt to resolve the matter through good-faith negotiation.

11.2 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Arbitration shall take place in San Francisco, California.

11.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Any legal action or proceeding relating to these Terms shall be brought exclusively in the federal or state courts located in San Francisco County, California.

13. Changes to These Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes by posting the updated Terms on our website with a new "Last updated" date. Your continued use of our services after such changes constitutes acceptance of the modified Terms.

14. Miscellaneous

• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
• Entire Agreement: These Terms, together with any Service Agreement, constitute the entire agreement between you and Basmar Software regarding our services.