Terms of Service

Last Updated: November 14th, 2023

Thank you for your interest in Osiris Ratings, Inc. d/b/a Baselayer (“Baselayer,” “we,” or “us”). These Terms of Service (“Terms”) establish the terms and conditions that apply to You when You use or access the Baselayer Platform in any manner, including as (1) an individual accessing or purchasing access to the Baselayer Platform on behalf of a company, organization, or other entity (an “Organization”); (2) an individual or Organization accessing the Baselayer Platform on an unpaid basis, whether as part of an unpaid trial period, on behalf of a paid individual or Organization pursuant to these Terms or other agreement between such parties and Baselayer; or (3) an individual accessing the Baselayer Platform on Your own behalf through public or private resources, or otherwise.

Any person or Organization who accesses or uses the Baselayer Platform, whether on their own behalf or on behalf of any third party, is a “User.” If You are accessing the Baselayer Platform on behalf of an Organization, “You” and “Your” refers to both the individual accessing the Baselayer Platform and the Organization.

By accepting these Terms, either by clicking a box indicating your acceptance, agreeing to ordering through online purchasing methods, executing a Service Order, statement of work, or other document that references these Terms (collectively, “Order”), or by accessing, using (or making any payment for) the Baselayer Platform, You indicate your acceptance of these Terms and your agreement to be bound by these Terms and, if you are agreeing to these Terms on behalf of an Organization, unless otherwise stated in the Order, you represent and warrant that you have the authority to bind such Organization to these Terms. You are not permitted to use the Baselayer Platform if You do not agree to these Terms, or, if you are agreeing to these Terms on behalf of an Organization, unless otherwise stated in the Order, where you do not have the authority to bind your Organization to these Terms. These Terms can be changed, modified, supplemented, and/or updated by Baselayer at any time; provided that in certain instances we will endeavor to provide You with notice of material changes. your continued use of the Baselayer Platform after the modification of these Terms means that You accept all such changes. Accordingly, You are advised to consult these Terms each time You access the Baselayer Platform in order to view any changes to these Terms. These Terms were last modified as of the date indicated above.

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND Baselayer THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 15 “ARBITRATION” BELOW FOR DETAILS REGARDING ARBITRATION. IF YOU ARE AN INDIVIDUAL PERSON, YOU CAN OPT OUT OF THESE TERMS TO ARBITRATE BY CONTACTING US THROUGH OUR CONTACT US FORM AT https://Baselayerhq.com/contact/ WITHIN 30 DAYS AFTER FIRST ACCEPTING THESE TERMS AND STATING YOUR FIRST AND LAST NAME, COMPANY NAME (IF APPLICABLE), AND EMAIL, AND THAT YOU DECLINE THE TERMS TO ARBITRATE.

Please review our Privacy Policy (located at https://Baselayerhq.com/privacy-policy/) which explains how we collect, use, and share information about You when You access or use the Baselayer Platform. By accepting these Terms, You agree to the processing of Your information in accordance with the Privacy Policy.

Baselayer Offerings. Our offerings comprise of a few components as defined below.
1. “Baselayer Platform”: Baselayer’ proprietary website located at https://Baselayerhq.com (“Site”), web-based onboarding and monitoring software platform (“Software”), and application programming interface information (“APIs”); in each case, as identified in the applicable Order, including any updates, trials, enhancements, or improvements thereof that are made available by Baselayer.
2. “Baselayer Data”: Baselayer’ datasets, views, grids, tables, charts, reports, metrics, dashboards, forms, calendars, and other visual representations made available by the Baselayer Platform, including rating data, beneficial owner data, market data and any other data or information related to businesses that are the subject of Services, in each case as provided or made available by Baselayer; and any copies or derivatives of such data or information, whether or not such data or information has been anonymized, aggregated, or is or could be linked back to an individual business or natural.
3. “Professional Services”: Implementation, configuration, training, or consulting services provided by Baselayer or by third parties on behalf of Baselayer, as described in the applicable Order or as otherwise provided by Baselayer to You in connection with the Baselayer Platform.
4. “Documentation”: User documentation provided or made available by Baselayer relating to the Baselayer Platform (e.g., user manuals and online help files) as the same may be updated by Baselayer from time to time.
Use of the Baselayer Platform.
1. Baselayer Platform. Subject to Your compliance with these Terms, Baselayer hereby grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license, during the Term, to: (i) access and use the Baselayer Platform; (ii) integrate, send and receive calls from, and otherwise use the APIs; and (iii) download, install, and use the Apps on compatible authorized devices that User owns or controls; in each case, solely in accordance with the Scope Limitations and the Documentation.
2. Baselayer Data. Subject to Your compliance with these Terms, Baselayer hereby grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable license, during the Term, to use Baselayer Data solely in connection with Your authorized use of the Baselayer Platform and in accordance with the Attribution Requirements, any limitations in these Terms or an Order, and the Documentation.
3. Documentation. Subject to Your compliance with these Terms, Baselayer hereby grants You a worldwide, non-exclusive, non-transferable non-sublicensable license during the Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Your authorized use of the Baselayer Platform.
4. License Restrictions. Except as otherwise explicitly authorized by Baselayer in an Order and without limiting other restrictions or conditions (including compliance with Attribution Requirements, if any) in these Terms, You will not, whether directly or indirectly:
  1. sell or offer for sale, resell, lease, rent, make available on a “service bureau” basis, mirror or frame, via the APIs or otherwise, any Baselayer Data to a third party;
  2. distribute, display (publicly or otherwise), share, send or present, allow access to, via the APIs or otherwise, any Baselayer Data to a third party;
  3. incorporate, integrate, or embed, or allow access to, (via the API or otherwise) any portion of the Baselayer Platform into or through any software technology or system not owned or controlled by Baselayer to provide content, materials, systems, data or access to any third party; or
  4. use the Baselayer Data or any portion thereof or any derivatives to copy, develop, build, create, assemble, organize, compile, distribute, produce, market, or otherwise exploit industry insights, reports, optimizations, aggregations, or any similar materials or documentation.
5. Professional Services. If You are obtaining any Professional Services, the following will apply: if any delays in the Professional Services occur solely as a result of any incorrect information provided by You or your failure to perform your obligations under these Terms or any Order, Baselayer may extend the performance schedule under the applicable Order. Baselayer will have no liability for any costs or expenses resulting from such delays. You will: (1) cooperate with and assist Baselayer in the performance of Professional Services and perform all obligations required under the terms of the applicable Order; (2) provide the resources and data specified in the applicable Order or as reasonably requested by Baselayer to perform the Professional Services. If You fail to comply with the previous sentence, Baselayer’ ability to provide Professional Services, meet the performance schedule, and keep fees reasonably in line with any estimates given in the Order may be adversely affected. If You request Baselayer to perform Professional Services on or with respect to any third-party software, You represent and warrant to Baselayer that You have all necessary rights to allow Baselayer to do so. Baselayer retains ownership of all right, title, and interest in and to all Work Product. Subject to your payment of the fees related to Professional Services and compliance with these Terms, Baselayer grants to You a worldwide, non-exclusive, non-transferable, non-sublicensable license to use the Work Product during the Term in support of Baselayer’ permitted use of the Baselayer Platform. “Work Product” means any content, assets, software, documentation, deliverables, works of authorship, and other work product that are created by Baselayer in the performance of Professional Services.
Accounts; Registration; Restrictions.
1. Users. To access most features of the Baselayer Platform, You may need to register for an account. In such case, You must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.
2. Accuracy of Information. You acknowledge that if You provide any information to us that is not current, complete, and accurate, we may terminate these Terms and your continued access and use of the Baselayer Platform. You agree to update your information if it is no longer current, complete, and accurate.
3. Closing your Account. Unless otherwise stated in an Order, You may close your account at any time and without cost, but You will remain liable for any outstanding purchases as well as any fees or other charges incurred in connection with your account. Baselayer will not issue refunds for amounts previously incurred through the Baselayer Platform once You close your account. You can close your account by submitting a request on our Contact Us page at https://Baselayerhq.com/contact/ or via in-App support.
4. Eligibility. You represent and warrant that: (1) You are at least 18 years of age; (2) You have not been previously suspended or removed from the Baselayer Platform; (3) your registration and your use of the Baselayer Platform is in compliance with all applicable laws; and (4) If You are accessing or using the Baselayer Platform on behalf of an Organization, unless otherwise stated in an Order, You agree to these Terms on behalf of such Organization and You have the authority to bind such Organization to these Terms. Baselayer provides the Baselayer Platform from the United States. If You are using the Baselayer Platform from outside the United States, the Baselayer Platform may not be appropriate or permitted under applicable law. It is your responsibility to use the Baselayer Platform in accordance with all applicable law in any jurisdiction that applies to You.
5. Credentials. As part of the registration process, You might be asked to select a username, password, or other login credentials or You may be given the option to use credentials from another service provider to login to the Baselayer Platform (“SSO”) (collectively, “Credentials”). Baselayer will also collect information that relates to Users in connection with the use and administration of the Baselayer Platform, including location data (together with Credentials, “Account Information”). You are responsible for maintaining the security and confidentiality of your Credentials. You agree to notify Baselayer immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us by submitting the form on our Contact Us page at https://Baselayerhqcom/contact/. You are responsible for all use of the Baselayer Platform occurring under your account and all content posted with your account on the Baselayer Platform. If You are accessing or using the Baselayer Platform on behalf of an Organization, unless otherwise stated in an Order, You are responsible for ensuring that each of such Organization’s Users complies with these Terms and You are fully responsible and liable for the acts and omissions of such Organization’s Users in your account as if they were your own acts or omissions. You may not share your Credentials with any third party. Baselayer will not be liable for any loss that You incur as a result of someone else using your Credentials or account.
6. Orders. Unless otherwise stated in an Order, each Order is subject to and governed by these Terms. If there is a conflict between these Terms and an Order, these Terms will control unless the Order, as applicable, states that a specific provision of these Terms will be superseded by a specific provision of the Order.
7. Your Responsibilities. You may use the Baselayer Platform solely for lawful purposes, as intended through the provided functionality of the Baselayer Platform. You may not use the Baselayer Platform in any manner that could damage, disable, overburden, or impair Baselayer’ servers or networks, or interfere with any other party’s use and enjoyment of the Baselayer Platform. You may not attempt to gain unauthorized access to the Baselayer Platform, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, You may not (and You may not allow or assist any third party to):
  1. use, copy, install, transfer, or distribute the Baselayer Platform, except as expressly permitted in these Terms;
  2. modify, create derivative works of, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive or gain improper access to any portion of the Baselayer Platform;
  3. remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the Baselayer Platform, or other content and materials obtained through the Baselayer Platform or the use of the Baselayer Platform;
  4. probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures of the Baselayer Platform;
  5. reformat, mirror, sell, resell, rent, lease, or frame any portion of the web pages that are part of the Baselayer Platform, except as specifically intended by the functionality of the Baselayer Platform;
  6. express or imply that any statements You make are endorsed by Baselayer, without Baselayer’ prior written consent in each instance;
  7. transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component through the Baselayer Platform;
  8. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Baselayer Platform or its contents;
  9. harvest or collect information about other Baselayer Platform users without their prior written consent, except as expressly permitted through the Baselayer Platform’s functionality;
  10. undertake, cause, permit, or authorize the translation, reverse engineering, disassembling, or hacking of any aspect of the Baselayer Platform, or attempt to do any of the foregoing, except and solely to the extent described in these Terms, the Baselayer Platform’s authorized features, or by law, or otherwise attempt to use or access any portion of the Baselayer Platform other than as intended by Baselayer;
  11. access, tamper with, or use non-public areas of the Baselayer Platform, Baselayer’ (and its service providers’) computer systems and infrastructure, or the technical delivery systems of Baselayer’ service providers;
  12. harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Baselayer employees, and other users of the Baselayer Platform;
  13. solicit, or attempt to solicit, personal information from other users of the Baselayer Platform, except as expressly permitted through the Baselayer Platform’s intended functionality;
  14. restrict, discourage, or inhibit any third party from using the Baselayer Platform;
  15. gain unauthorized access to the Baselayer Platform, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Baselayer Platform
  16. disclose personal information about a third party or another User on the Baselayer Platform or obtained from the Baselayer Platform without the consent of such third party or User;
  17. use the Baselayer Platform to transmit (i) any content or information that is unlawful, fraudulent, threatening, harassing, abusive, hateful, libelous, defamatory, obscene or otherwise objectionable, (ii) any material, non-public information about individuals or companies without the authorization to do so, (iii) any trade secret of any third party, and/or (iv) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
  18. use the Baselayer Platform in violation of Baselayer’ policies or any applicable international, federal, state, provincial, or local laws or regulations; or
  19. use or access the Baselayer Platform to build or improve a competing service;
  20. monitor the availability, performance, or functionality of the Baselayer Platform;
  21. use the Baselayer Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person;
  22. interfere with, or disrupt the integrity or performance of, the Baselayer Platform, or any data or content contained therein or transmitted thereby; or
  23. use the Baselayer Platform or any other Baselayer Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license, or sell any product, service or technology that could, directly or indirectly, compete with the Baselayer Platform.
  We may take any legal action and implement any technical remedies to prevent the violation of these restrictions and to enforce these Terms.
Payment; Membership.
1. Payment. Baselayer may bill You through an invoice, in which case, unless otherwise specified in a Service Order, full payment for invoices issued in a given month is due 30 days after the date of the applicable invoice.
2. Taxes, Fees, Late Payments. All fees are quoted exclusive of taxes. You are responsible for all taxes that apply to the Baselayer Platform, excluding taxes on Baselayer’ income. You are responsible for any reasonable costs Baselayer incurs to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full, and may result in immediate termination of the Membership or access to the Baselayer Platform.
Third-Party Materials, Third-Party Fees, and Linked Websites.
1. Access to Third-Party Materials. The Baselayer Platform may provide You with access to third-party websites, data, databases, networks, servers, information, software, programs, systems, directories, applications, products, or services (collectively, “Third-Party Materials“).
2. No Control Over Third-Party Materials. Baselayer does not have or maintain any control over Third-Party Materials, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Materials, Baselayer does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Materials.
3. Terms of Third-Party Materials. Third-Party Materials may be subject to separate license terms, may have their own terms of use and privacy policy, and may have different practices and requirements. You are solely responsible for reviewing any applicable license terms, terms of use, privacy policy, or other terms governing your use of these Third-Party Materials, which You use at your own risk. You may have broader rights under the applicable third-party terms and nothing in these Terms are intended to impose further restrictions on your use of the Third-Party Materials.
4. Disclaimer of Liability for Third-Party Materials. You are solely responsible for taking the precautions necessary against fraud risks when using Third-Party Materials, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Materials. Baselayer DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM YOUR USE OF THIRD-PARTY MATERIALS, AND YOU HEREBY IRREVOCABLY WAIVES ANY CLAIM AGAINST Baselayer WITH RESPECT TO THE CONTENT OR OPERATION OF ANY THIRD-PARTY MATERIALS.
5. Third-Party Fees. Your use of the Baselayer Platform may incur third-party fees, such as fees charged by Your carrier for data usage or fees charged by a third-party storage, or data provider, or other service provider, and may be subject to third-party terms, such as Your carrier’s terms of service, You agree to pay all such fees and abide by all such terms. You are solely responsible for all of those fees incurred for Your use of the Baselayer Platform.
Ownership.
1. Baselayer IP. The Baselayer Platform, Baselayer Data, Documentation, Usage Data, Background Technology, and Work Product, and any and all any content, enhancements, updates, derivatives, improvements, and modifications thereof, and all intellectual property rights therein (collectively, “Baselayer IP”), is owned by Baselayer and its licensors. “Background Technology” means Baselayer technology, methodologies and intellectual property anywhere in the world and any derivatives, improvements or updates related thereto (including, without limitation, product(s), software tools, hardware designs, models, algorithms, decision logic, analytics, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic)) existing or conceived by Baselayer and/or its owners, shareholders, officers, directors, managers, employees, consultants, agents and/or representatives (i) in existence on or as of the effective date of these Terms, (ii) that are independently developed by Baselayer, and/or otherwise (iii) arising outside of Services performed pursuant to these Terms. The Baselayer IP is protected by copyright law and other applicable law. No ownership rights in the Baselayer IP are transferred to You by these Terms. You do not have any rights in or to the Baselayer IP except for the limited express rights granted in these Terms.
2. Trademarks. You acknowledge that Baselayer has acquired, and is the owner of, common law or registered trademark rights in the name and word mark “Baselayer” and in the other marks and design marks displayed on the Baselayer Platform. You acknowledge that these names and marks are famous and internationally known. You will not challenge the validity of, or Baselayer’ ownership of, the foregoing names or marks, and You waive any rights You may have to do so. You may not use our names or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing names and marks by You will inure exclusively to Baselayer’ benefit. All marks shown on the Baselayer Platform but not owned by Baselayer are the property of their respective owners.
3. Feedback. If You give Baselayer feedback, comments, or suggestions concerning the Baselayer Platform (collectively, “Feedback”), You hereby assign to Baselayer all right, title, and interest in and to the Feedback, and Baselayer is free to use the Feedback without payment, attribution, or restriction.
User Data.
1. “User Data” means all non-public data, including files, images, and other content or information, uploaded by you, or an Organization You represent, as applicable, to the Baselayer Platform or otherwise shared with Baselayer by User or such Organization through electronic means. User Data does not include Account Information, User Information, or Credentials.
2. Limited License Grant to Baselayer. You hereby grant Baselayer a worldwide, perpetual, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute User Data, in whole or in part, in any and all media or distribution methods (now known or later developed) in accordance with (1) the settings in Your account, (2) the features of the Baselayer Platform that You elect to use, or (3) the fulfillment of Professional Services as described in an applicable Order. Baselayer may use the User Data for any lawful business purpose, including to improve the usability, functionality, and accuracy of the Baselayer Platform as available to its general customer base.
3. Other Users. By posting or sharing User Data with, or providing access to, or otherwise disclosing User Data to or with other Users, You hereby grant those Users or the public (as applicable) a non-exclusive right to access and use such User Data for any purpose without payment or restriction unless otherwise restricted by You at the time of posting. Upon sharing your User Data with other Users or the public, You are solely responsible for your User Data and the consequences of sharing it on the Baselayer Platform. None of the User Data shared by You will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any User Data.
4. Restrictions; Data Retention. You represent and warrant to Baselayer, on your own behalf and on behalf of the Organization, as applicable, that User Data does not and will not contain, and User has not and will not , and ensure that the Organization has not and will not, as applicable, otherwise provide or make available to Baselayer for processing, any sensitive information that identifies or relates to any natural person, including but not limited to financial information (e.g. credentials to any financial accounts or tax return data); health information (e.g. protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or other information regarding an individual’s medical history, mental, or physical condition, or medical treatment or diagnosis by a health care professional, health insurance information, or genetic information); biometric information; government IDs or other government-issued identifiers (e.g. social security numbers); passwords for online accounts (other than passwords to access the Baselayer Platform); credit reports or consumer reports; any payment card information subject to the Payment Card Industry Data Security Standard; information subject to the Gramm-Leach-Bliley Act, Fair Credit Reporting Act, or similar laws, or the regulations promulgated thereunder; information subject to restrictions under applicable law governing personal data of children, including, without limitation, all information about children under 16 years of age; or any information that falls within any special categories of data, including as defined under applicable privacy laws. You agree that Baselayer will have no responsibility or liability with respect to any such information, including to the extent that it is processed in connection with the Baselayer Platform. Baselayer is not responsible for performing, and is not liable for any failure to perform, any back-up of any User Data provided, processed, or stored in or through the Baselayer Platform. Baselayer recommends that User perform regular exports and back-ups of User Data. Upon deactivation of a Baselayer account, all data associated with that account may be deleted.
5. Special Notice for International Use. Recognizing the global nature of the Internet, You agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which You reside. If You are using the Baselayer Platform from the European Union or other regions with laws governing data collection and use, then You agree to the transfer and processing of your information to and in the United States. By providing your information to us, You consent to any transfer and processing in accordance with our Privacy Notice (located at https://Baselayer.com/privacy-notice/).
6. User Information. Baselayer will collect information that relates to User and other Users within an Organization, as applicable, and/or third parties in connection with Your use and administration of the Baselayer Platform, including location data ( “User Information”). User Information may be shared with the Organization you represent.
7. Usage Data. Baselayer shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Baselayer Platform, and related systems and technologies in a de-identified form (“Usage Data”) and Baselayer will be free (during and after the Term) to use and distribute such Usage Data to maintain, improve, and enhance the Baselayer Platform and for other development, diagnostic, and corrective purposes in connection with the Baselayer Platform and other Baselayer offerings.
Confidentiality. In the course of providing the Baselayer Platform, Baselayer may disclose or make available to You information about its business. You acknowledge that all knowledge, information, and data provided by Baselayer to You with respect to the business, operations, servers, systems, and marketing of Baselayer’ products and services that is not generally known or publicly available, whether or not designated as “confidential,” is Baselayer’ confidential information and You will not use or disclose such confidential information to any third-party without Baselayer’ prior written consent.
Consent to Electronic Communications. By using the Baselayer Platform, You consent to receiving electronic communication from Baselayer regarding registration, security, privacy, and administrative issues relating to your use of the Baselayer Platform. If You sign up to receive text messages from Baselayer, You agree that Baselayer may send marketing and/or informational text messages to the phone number provided via an automatic telephone dialing system. Message and data rates may apply. You agree that any notices, agreements, disclosures, or other communications that Baselayer sends to You electronically will satisfy any legal communication requirements, including that those communications be in writing.
Term and Termination.
1. Term. Unless otherwise specified in an Order, these Terms will be effective on the date on which You first access or use the Baselayer Platform and will continue as long as You continue to access or use the Baselayer Platform, or until terminated in accordance with these Terms (the “Term”).
2. Termination. Baselayer may, in its sole discretion and with no other obligations, terminate these Terms and your User account and/or limit, suspend, or terminate your access to the Baselayer Platform, with or without notice. You may terminate these Terms or an Order based on Baselayer’ breach of these Terms by submitting a request on our Contact Us page at https://Baselayerhq.com/contact/, or if You are acting on behalf of an Organization, by contacting your account manager, as applicable.
3. Effect of Termination. Upon termination of these Terms, You remain obligated to pay any outstanding fees relating to your use of the Baselayer Platform that were incurred prior to termination. Fees are not refundable. The following Sections of these Terms will survive termination of these Terms: 2.E, 3.G, 4, 5, 6, 7.B, 7.C, 7.D, 7.E, 8, 9, 10.C, 12 – 20. Either party’s termination of these Terms is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of liability for breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating these Terms.
4. Deactivation. Baselayer may, without notice to you: (1) restrict, deactivate, or terminate your access to the Baselayer Platform (or any portion); or (2) terminate or modify the Baselayer Platform (or any portion). Baselayer will not be liable to You or any third party for any termination of or modification to the Baselayer Platform regardless of the reason for such termination or modification. If You are dissatisfied with any termination or modification of the Baselayer Platform, your only remedy is to stop using the Baselayer Platform.
Representations and Warranties; Disclaimer.
1. Representations and Warranties. You represent and warrant that: (1) these Terms constitute a binding agreement enforceable against You, or, unless otherwise stated in an Order, an Organization, as applicable; (2) no authorization or approval from any third party is required in connection with your acceptance or performance of these Terms; (3) your acceptance or performance of these Terms do not violate the terms of any other agreement to which You are a party or by which You are otherwise bound; (4) the User Data, and use of User Data as contemplated by these Terms, and your use of the Baselayer Platform, does not and will not infringe, misappropriate, dilute, or otherwise violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or violate any applicable laws; (5) User Data does not contain any viruses, adware, spyware, worms, or other harmful or malicious code; (6) unless You have received prior written authorization, User Data does not contain any confidential information of any third party; and (7) You will use the Baselayer Platform, and Work Product, as applicable, in compliance with these Terms and applicable laws.
2. DISCLAIMER. Baselayer makes no other express or implied warranties with respect to the Baselayer IP, Usage Data, Professional Services or otherwise, and specifically disclaims all implied and statutory warranties, including the implied warranties of non-infringement of third-party rights, merchantability, satisfactory quality, accuracy, title, and fitness for a particular purpose, and any warranties arising from course of dealing, usage, or trade practice. the Baselayer IP is provided “as is.” Baselayer does not warrant that the Baselayer IP will satisfy your requirements, are without defect or error, or that the operation of the Baselayer Platform will be uninterrupted. You acknowledge that the Baselayer data provided in the Baselayer Platform may not be precise and Baselayer does not warrant the accuracy of Baselayer data including any estimations or ratings provided in the Baselayer Platform, including distance/time estimations or recommended routes. Baselayer specifically disclaims all responsibility for any third-party materials, products, or services provided with the Services and/or Service modules and for the availability or Your use of any Baselayer Data or information stored on the Service and/or Service modules. Baselayer specifically disclaims all responsibility for Your decisions to lend or not to lend money to any borrower, and You acknowledge that its decision to lend or not to lend money is made by it alone and not in reliance on the Services in any way. You must exercise independent judgment when using the Baselayer Platform. Some jurisdictions do not allow the exclusion or limitation of warranties, so the above limitation or exclusion may not apply to You.
Indemnification.
1. Defense. At Baselayer’ option and request, You will defend Baselayer, its affiliates, and their respective directors, officers, employees, agents, and contractors (the “Baselayer Parties”) from any actual or threatened third-party claim, proceeding, or suit arising out of or based on: (1) your breach of any representation, warranty, or covenant in these Terms; (2) your violation of applicable law or any third-party intellectual property, proprietary, or privacy right; (3) any dispute between You and any other User or any third party; or (4) your use of the Baselayer Platform in a manner not authorized under these Terms (each, a “Claim”). If Baselayer requests You to defend a Baselayer Party from any Claim, Baselayer will: (a) give You prompt written notice of the Claim; (b) grant You full and complete control over the defense and settlement of the Claim; (c) provide assistance in connection with the defense and settlement of the Claim as You may reasonably request; and (d) comply with any settlement or court order made in connection with the Claim. Notwithstanding the previous sentence, You may not enter into any settlement that involves an admission of guilt or liability of a Baselayer Party without Baselayer’ prior written consent. Baselayer may participate in the defense of a Claim at its own expense and with counsel of its own choosing.
2. Indemnification. You will indemnify the Baselayer Parties from and pay: (1) all damages, costs, and attorneys’ fees finally awarded against a Baselayer Party in any Claim; (2) all out-of-pocket costs (including attorneys’ fees) reasonably incurred by a Baselayer Party in connection with the defense of a Claim; and (3) all amounts that You agree to pay to any third party to settle any Claim.
Limitation of Liability.
1. EXCLUSION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Baselayer NOR ANY Baselayer PARTY WILL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE Baselayer Platform OR PROFESSIONAL SERVICES, INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, EVEN IF Baselayer IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. Baselayer SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF YOUR RECEIPT OR PROVISION OF COMMUNITY RESOURCES, OR ANY THIRD-PARTY SERVICES.
2. DAMAGES CAP. Baselayer’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE Baselayer PLATFORM OR PROFESSIONAL SERVICES (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (1) THE AMOUNT OF FEES PAID BY YOU TO Baselayer DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION); OR (2) $100.
New Jersey Notice. IF YOU ARE A RESIDENT OF NEW JERSEY, SECTIONS 11.B (DISCLAIMER) AND 14 (LIMITATION OF LIABILITY) ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Arbitration.
1. General. In the interest of resolving disputes between You and Baselayer in the most expedient and cost-effective manner, You and Baselayer agree that any dispute arising out of or related to these Terms or your use of the Baselayer Platform will be resolved by binding arbitration and not in a class, representative or consolidated action or proceeding. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Baselayer Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Baselayer ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THIS SECTION 15 WILL APPLY TO YOU AND Baselayer UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 15.J (OPT OUT).Whether to agree to arbitration is an important decision. It is your decision to make, and You should not rely solely on the information provided in these Terms, as they are not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as You would when making any other important business or life decision.
2. Exceptions. Despite the provisions of Section 15.A (General), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of such party’s intellectual property rights; and (4) to litigate in a court of law claims that Customer owes Baselayer the Fees.
3. Arbitrator. Any arbitration between You and Baselayer will be governed by the U.S. Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at adr.org, by calling the AAA at 1-800-778-7879, or by contacting Baselayer. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party within the applicable statute of limitations period (“Notice”). Baselayer’ email address for Notice is legal@Baselayer.com. The Notice must: (1) describe the nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) if You are sending the Notice to Baselayer, include your name and address (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 45 days after the Notice is received, You or Baselayer may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by You or Baselayer must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
5. Fees; Location; Language. If You are an individual person, the arbitrator shall apply the AAA Consumer Arbitration Rules. If You are not an individual person, but are an entity or company, the arbitrator shall apply the AAA Commercial Arbitration Rules. If You are an individual person and bring a claim solely for monetary relief of $10,000 or less: Baselayer will agree to pay for any filing, administrative, or hearing fees charged by the AAA. If You are an individual person and bring a claim for monetary relief exceeding $10,000, the AAA Consumer Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA, including limiting Your filing fee to $200. In addition, fee waivers or other forms of cost relief at the arbitrator’s discretion may be available. If You are not an individual person, the AAA Commercial Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA. Any arbitration hearing will take place at a location to be agreed upon in New York, New York. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, You agree to reimburse Baselayer for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. The language of the arbitration shall be English, unless You do not speak English, in which case the arbitration shall be conducted in both English and your native language.
6. Confidentiality. The parties agree to keep confidential the existence of the arbitration, the arbitral proceedings, the submissions made by the parties, and the decisions made by the arbitrator, including its awards, except as required by applicable law and to the extent not already in the public domain.
7. Injunctive and Declaratory Relief. Except as provided in Section 15(B) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that You or Baselayer prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
8. No Class Actions. YOU AND Baselayer AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ., WHICH ARE NOT COVERED BY THIS SECTION 15 (ARBITRATION)). Unless both You and Baselayer agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
9. Modifications to this Arbitration Provision. If Baselayer makes any future change to this arbitration provision, other than a change to Baselayer’ address for Notice, You may reject the change by sending a written notice to Baselayer’ address for Notice within 30 days of the change, in which case this arbitration provision, as in effect immediately prior to the changes You rejected, will continue to govern any disputes between You and Baselayer. If You do not send such written notice, your continued use of the Baselayer Platform following any such change means that You have consented to such change.
10. Enforceability. If Section 15.H (No Class Actions) is found to be unenforceable or if the entirety of this Section 15 (Arbitration) is found to be unenforceable, then the entirety of this Section 15 will be null and void and the exclusive jurisdiction and venue described in Section 19.B (Governing Law) will govern any action arising out of or related to these Terms or your use of the Baselayer Platform.
11. Opt Out. Arbitration is not a mandatory condition of these Terms. If You do not want to be subject to this Section 15 (Arbitration), You may opt out by notifying Baselayer in writing of your decision by sending, within 30 days after the effective date of these Terms, a requesting using our Contact Us form found at https://Baselayerhq.com/contact/, stating clearly your full name, address, and intent to opt out of this Section 15. Should You choose not to opt out within the 30-day period, You and Baselayer will be bound by the terms of this Section 15. You have the right to consult with counsel of your choice concerning regarding your right to opt out of this Section 15, and You understand that You will not be subject to retaliation if You exercise your right to opt out.
Cooperation with Authorities. Baselayer may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Notice, Baselayer may disclose any information as Baselayer deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in Baselayer’ sole discretion.
Protected Activity Not Prohibited. Nothing in these Terms limit or prohibit You from filing a charge or complaint with, or otherwise communicating or cooperating with or participating in, any investigation or proceeding that may be conducted by any international, federal, state, provincial, or local government agency or commission (“Protected Activity”). In connection with such Protected Activity, You are permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Baselayer. In making any such disclosures or communications, You agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Baselayer confidential information to any parties other than the applicable government agencies.
Compliance with Applicable Law. You will comply with all applicable international, federal, state, provincial, and local laws, regulations, binding regulatory guidance, directives, and governmental requirements in connection with exercising its rights or performing its obligations under these Terms.
Miscellaneous.
1. Subcontractors. Baselayer may use subcontractors or other third parties to perform its obligations under these Terms, but Baselayer will remain responsible for all such obligations.
2. Governing Law. These Terms are governed by the laws of the state of Delaware without reference to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Except for claims subject to arbitration as set forth in Section 15 (Arbitration), all claims arising under these Terms that You are not required to arbitrate will be litigated exclusively in the federal or state courts of New York, New York. The parties submit to the jurisdiction of those courts. In any proceeding to enforce rights under these Terms, subject to AAA Arbitration Rules, the prevailing party will be entitled to recover costs and attorneys’ fees.
3. Injunctive Relief. If You breach Sections 3 (Accounts; Registration; Restrictions), 6 (Ownership), or 9 (Confidentiality), Baselayer may suffer irreparable harm, and monetary damages may be inadequate to compensate Baselayer. Accordingly, Baselayer may, in addition to any other remedies available, seek injunctive or other equitable relief in response to any such breach.
4. Further Assurances. You agree to execute and deliver any documents or instruments, and take any further actions that are reasonably required, to provide the other party the full benefits and rights described in these Terms.
5. Assignment. You may not assign these Terms or delegate your performance without Baselayer’ prior written consent, and any attempt to do so is void. Baselayer may assign or transfer these Terms without your consent. These Terms are binding upon and inure to the benefit of the parties’ permitted successors and assigns.
6. Severability. If any provision of these Terms or portion of a provision is invalid, illegal, or unenforceable, the rest of these Terms will remain in effect.
7. No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms.
8. Entire Agreement. These Terms and the applicable Order constitute the entire agreement and supersede any other agreement of the parties relating to their subject matter. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, or supplement these Terms.
9. Nature of Rights. The licenses granted under these Terms are rights in “intellectual property” within the scope of Section 101 (or its successors) of the United States Bankruptcy Code (the “Code”). Each party as licensee will have and may fully exercise all rights available to a licensee under the Code, including under Section 365(n) or its successors.
10. Relationship. Your access to and use of the Baselayer Platform does not create any direct business relationship between You and Baselayer. You acknowledge and agree that these Terms are not an employment agreement, nor does it create an employment or contractor relationship, between You and Baselayer; and no joint venture, partnership, or agency relationship exists between You and Baselayer. As a User, YOU ACT EXCLUSIVELY ON YOUR OWN BEHALF OR AN ORGANIZATION’S BEHALF, AS APPLICABLE, AND FOR YOUR OWN BENEFIT, AND NOT ON BEHALF OF OR FOR THE BENEFIT OF Baselayer. YOU AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT YOU ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF Baselayer
11. Publicity. If You are using or accessing the Baselayer Platform on behalf of an Organization, You agree that Baselayer may list such Organization as a customer of Baselayer and use such Organization’s name and logo for marketing or promotional purposes and in other communication with existing or potential Baselayer customers, resellers, or investors. You represent and warrant that You have sufficient rights and authority to grant the rights granted to Baselayer in this section.
12. No Third-Party Beneficiaries. Except for the Baselayer Parties and as described in Sections 13 (Indemnification), there are no third-party beneficiaries of these Terms.
13. Notices.All notices under these Terms must be in writing and will be considered given: (1) upon delivery, if delivered personally or by internationally recognized courier service; (2) three business days after being sent, if delivered by U.S. registered or certified mail (return receipt requested); or (3) upon acknowledgement of receipt, if delivered by email. Baselayer may update its notice address by updating it through online channels, and You can update your notice address through your account, if any, or by notice to Baselayer in accordance with this Section. Notwithstanding the foregoing, notifications sent via email by Baselayer to Your email address registered in Baselayer’ records, based on or related to Sections 3.G (Your Responsibilities), 7.D (Restrictions; Data Retention), 6.A (Baselayer IP), and 10.B (Termination) will be deemed to be delivered on the date sent by email. All notices to Baselayer will be sent to:Osiris Ratings Inc., DBA Baselayer
  Email: support@baselayerhq.com
  Attn: Legal
14. Force Majeure. Baselayer will not be liable for any delay or failure to perform under these Terms as a result of any cause or condition beyond Baselayer’ reasonable control (a “Force Majeure Event”), so long as Baselayer uses reasonable efforts to avoid or remove those causes of delay or non-performance. If a Force Majeure Event causes Baselayer to delay or fail to perform its obligations under these Terms for 30 consecutive days, either party may terminate these Terms.
15. Interpretation. Any heading, caption, or section title contained in these Terms is for convenience only, and does not define or explain any provision. Any use of the term “including” or variations thereof should be construed as if followed by the phrase “without limitation.”
NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, Users located in California are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Contact Us. If You have any questions about these Terms or otherwise need to contact us for any reason, You can reach us by submitting the form on our Contact Us page at https://Baselayerhq.com/contact/.