BASMA.AI TERMS OF SERVICE
EFFECTIVE: August 18, 2020
IMPORTANT, READ CAREFULLY.
YOUR USE OF AND ACCESS TO THE WEBSITE AND PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE "SERVICES") OF BASMA AI, INC. AND ITS ASSOCIATED COMPANIES IS BASED ON YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS, WHICH INCLUDE YOUR AGREEMENT TO ARBITRATE CLAIMS. PLEASE REVIEW THOROUGHLY BEFORE ACCEPTING.
BY CLICKING/CHECKING THE "I AGREE" BUTTON/BOX, ACCESSING THE BASMA AI WEBSITE OR BY UTILISING THE BASMA AI SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL SCHEDULES, ORDER FORMS, AND INCORPORATED POLICIES (THE “AGREEMENT” OR “TOS”).
Basma AI will provide the Services, and you may access and use the Services, in accordance with this Agreement. If you order Services through an on-line registration page or an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information regarding the Services you are ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable to the specific Service which you choose to use, those additional terms are hereby incorporated into this Agreement in relation to your use of that Service.
System Requirements. Use of the Services requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, your ability to access and use the Services may be affected by the performance of these factors. High speed Internet access is recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility.
- DEFINITIONS. The following definitions will apply in this Agreement, and any reference to the singular includes a reference to the plural and vice versa.
“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by or is under common control with that Party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the management and set the policies of such entity.
“End User” means a Host or Participant who uses the Services.
“Initial Subscription Term“ means the initial subscription term for a Service as specified in an Order Form.
"Service Effective Date" means the date an Initial Subscription Term begins as specified in an Order Form.
"Renewal Term" means the renewal subscription term for a Service commencing after the Initial Subscription Term or another Renewal Term as specified in an Order Form.
- SERVICES. Basma AI will provide the Services as described on the Order Form, and standard updates to the Services that are made generally available by Basma AI during the term. Basma AI may, in its sole discretion, discontinue the Services or modify the features of the Services from time to time without prior notice.
- USE OF SERVICES AND YOUR RESPONSIBILITIES. You may only use the Services pursuant to the terms of this Agreement. You are solely responsible for your and your End Users’ use of the Services and shall abide by, and ensure compliance with, all laws in connection with your and each End User’s use of the Services, including but not limited to laws related to recording, intellectual property, privacy and export control.
- Registration Information. You may be required to provide information about yourself in order to register for and/or use certain Services. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your username and password and agree not to disclose such to any third party.
- Your Content. You agree that you are solely responsible for the content ("Content") sent or transmitted by you or displayed or uploaded by you in using the Services and for compliance with all laws applicable to the Content, including, but not limited to, laws requiring you to obtain the consent of a third party to use the Content and to provide appropriate notices of third party rights. You represent and warrant that you have the right to upload the Content to Basma AI and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Basma AI be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although Basma AI is not responsible for any Content, Basma AI may delete any Content, at any time without notice to you, if Basma AI becomes aware that it violates any provision of this Agreement, or any law. You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
- Recordings. You are responsible for compliance with all recording laws. Basma AI will not have access to, store or in any way process recordings viewed, used or created by Basma AI Telehealth Customers. If you are not a Basma AI Telehealth Customer, you may, by separate written agreement with Basma AI, request Basma AI to store recordings on your behalf. In that event, you will be solely responsible for ensuring compliance with all recording and other laws, such as data privacy laws, applicable to that recording.
- Prohibited Use. You agree that you will not use, and will not permit any End User to use, the Services to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the Services; (ii) knowingly or negligently use the Services in a way that abuses, interferes with, or disrupts Basma AI’s networks, your accounts, or the Services; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the Services any material that may infringe the intellectual property or other rights of third parties; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the Services; or (vi) use the Services to communicate any message or material that is harassing, libellous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offence, under any applicable law or regulation; (vii) upload or transmit any software, Content or code that does or is intended to harm, disable, destroy or adversely affect performance of the Services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Basma AI or other users of Services; (viii) engage in any activity or use the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any servers or networks connected to the Services or Basma AI's security systems. (ix) use the Services in violation of any Basma AI policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings, and you agree that you are solely responsible for compliance with all such laws and regulations.
- Limitations on Use. You may not reproduce, resell, or distribute the Services or any reports or data generated by the Services for any purpose unless You have been specifically permitted to do so under a separate written agreement with Basma AI. You may not offer or enable any third parties to use the Services purchased by you, display on any website or otherwise publish the Services or any Content obtained from a Service (other than Content created by you) or otherwise generate income from the Services or use the Services for the development, production or marketing of a service or product substantially similar to the Services.
- RESPONSIBILITY FOR END USERS. You are responsible for the activities of all End Users who access or use the Services through your account and you agree to ensure that any such End User will comply with the terms of this Agreement and any Basma AI policies. Basma AI assumes no responsibility or liability for violations. If you become aware of any violation of this Agreement in connection with use of the Services by any person, please notify Basma AI within 48 hours of becoming aware of any such violation. Basma AI may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including, but not limited to issuing warnings, removing the content or terminating accounts and/or User profiles. Under no circumstances will Basma AI be liable in any way for any data or other content viewed while using the Services, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content.
- ELIGIBILITY. You confirm that you are at least 16 years of age and are otherwise fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. Your access may be terminated without warning if we believe that you are under the age of 16 or are otherwise ineligible.
- INTENDED USE; RESTRICTION ON USE BY CHILDREN. The Services are intended for business use. Basma AI is not intended for use by individuals under the age of 16 and individuals under the age of 16 may not create accounts.
- CHARGES AND CANCELLATION. You agree that Basma AI may charge your credit card or other payment mechanism selected by you and approved by Basma AI ("your Account") all amounts due and owing for the Services, including taxes and service fees, set up fees, subscription fees, or any other fee or charge associated with your Account. Basma AI may change prices at any time, including changing from a free service to a paid service and charging for Services that were previously offered free of charge; provided, however, that Basma AI will provide you with prior notice and an opportunity to terminate your Account if Basma AI changes the price of a Service to which you are subscribed and will not charge you for a previously free Service unless you have been notified of the applicable fees and agreed to pay such fees. You agree that in the event Basma AI is unable to collect the fees owed to it for the Services through your Account, Basma AI may take any other steps it deems necessary to collect such fees from you and that you will be responsible for all costs and expenses incurred by Basma AI in connection with such collection activity, including collection fees, court costs and legal fees. You further agree that Basma AI may collect interest at the lesser of 1.5% per month or the highest amount permitted by law on any amounts not paid when due. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional terms of service, and service will continue until the end of the current Subscription Term. If you cancel, you will not receive a refund for any service already paid for.
- TERMINATION. The Basma AI website contains information on how to terminate Your Account. If you have purchased a Service for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a Renewal Term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next Renewal Term. If you fail to comply with any provision of this Agreement, Basma AI may terminate this Agreement immediately and retain any fees previously paid by you. Clauses 1 and 3 to 20, inclusive, shall survive any termination of this Agreement. Upon any termination of this Agreement, you must cease any further use of the Services. If at any time you are not happy with the Services, your sole remedy is to cease using the Services and follow this termination process.
- CONFIDENTIALITY AND PRIVILEGE. You are solely responsible for compliance with all laws relating to confidentiality and privilege in respect of the Content and the End User, including, without limitation, those arising under statute, treaty, agreement or under the common law. You must notify Basma AI immediately of any suspected breach of privilege or confidentiality requirements. Basma AI reserves the right to suspend or terminate your account in the event of such notification.
- PROPRIETARY RIGHTS. Basma AI and/or its suppliers retain ownership of all proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and domain names associated or displayed with the Services. You may not frame or utilise framing techniques to enclose any Basma AI proprietary information (including images, text, page layout, or form) without express written consent. You may not use any meta tags or any other "hidden text" utilising Basma AI proprietary information without Basma AI's express written consent.
- COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. Basma AI may deny access to the Services to any User who is alleged to infringe another party's copyright. Without prejudice to the foregoing, if you believe that your copyright has been infringed, please notify Basma AI immediately.
- EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be subject to the export control laws of the European Union and other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You and your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that that no Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications.
- NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED "AS IS" AND BASMA AI, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. BASMA AI, ITS AFFILIATES, SUPPLIERS AND RESELLERS MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU. BASMA AI DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. BASMA AI CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT YOUR OWN RISK.
- INDEMNIFICATION. You agree to indemnify, defend and hold harmless Basma AI, its affiliates, officers, directors, employees, consultants, agents, suppliers and Resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use of the Services, your violation of this Agreement or the infringement or violation by you or any other user of our account, of any intellectual property or other right of any person or entity or applicable law.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BASMA AI OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF BASMA AI, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BASMA AI'S, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to You.
- AGREEMENT TO ARBITRATE. Any disputes arising under this Agreement shall, if mediation or other conciliation fails to resolve the dispute, be referred to arbitration in accordance with Schedule A,
- FORCE MAJEURE: If, any time during the currency of this Agreement, the performance, in whole or in part by either party, of any obligation under this Agreement be prevented or delayed by reason of any war, hostility, act of public enemy, civil commotion, sabotage, fires, floods, explosions, epidemics, quarantine restrictions, strikes, lock-outs, technical and/or connectivity failure, internet outage, cybercrime, hacking or acts of God (hereinafter referred to as 'events') provided notice of happening of any such eventuality is given by the affected party to the other within 21 days from the date of occurrence thereof, neither party shall by reason of such event have any claim for damages against the other in respect of such non-performance or delay in performance, provided further that if the performance in whole or part of any obligation under this Agreement is prevented or delayed by reasons of any such event for a period exceeding sixty days, the parties shall try to arrive at an amicable settlement, failing such settlement Basma AI may terminate this Agreement at its sole discretion.
20.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the laws of England and Wales. Except as provided in Schedule A, the Courts of England and Wales shall have exclusive jurisdiction.
20.2 Waiver and Severability. Failure by either Party to exercise any of its rights under, or to enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this Agreement will remain in full force and effect.
20.3 General Provisions. This Agreement embodies the entire understanding and whole agreement between the Parties respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements between the Parties respecting such subject matter, except that if you or your company have executed a separate written agreement or you have signed an order form referencing a separate agreement governing your use of the Services, then such agreement shall prevail to the extent that any provision of this Agreement conflicts with the terms of such agreement. Basma AI may elect to change or supplement the terms of this Agreement from time to time at its sole discretion. Basma AI will make commercially reasonable business efforts to provide notice to you of any material changes to this Agreement. Within ten (10) business days of posting changes to this Agreement (or ten (10) business days from the date of notice, if such is provided), they will be binding on you. If you do not agree with the changes, you should discontinue using the Services. If you continue using the Services after such ten-business-day period, you will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, you may be notified that You are required to download software and/or agree to additional terms and conditions. Unless expressly set forth in such additional terms and conditions, those additional terms are hereby incorporated into this Agreement. This Agreement has been prepared in English and the English version shall prevail over any other version in the event of conflict between the two.
This Schedule A to the TOS describes the further provisions which apply to the Binding Arbitration
- Disputes. A dispute is any controversy between you and Basma AI concerning the Services, any software related to the Services, the price of the Services, your account, Basma AI’s advertising, marketing, or communications, your purchase transaction or billing, or any term of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation, except disputes relating to the enforcement or validity of your or Basma AI’s intellectual property rights. In the interests of resolving disputes, and prior to initiating arbitration proceedings, each party agrees to provide notice of the dispute to the other party, including a description of the dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution.
- Small Claims Court Available. You may initiate an action in your local Small Claims Court if you meet the court’s requirements. However, if such a claim is transferred, removed or appealed to a different court, Basma AI reserves the right to require arbitration.
- Arbitration Procedure. Disputes not resolved pursuant to Section A or B shall be resolved through arbitration. The International Chamber of Commerce (“ICC”) will conduct any arbitration under its Commercial Arbitration Rules, including its rules as to costs. Arbitration hearings will take place in the judicial district of your primary business location. A single arbitrator will be appointed. The arbitrator must: (a) follow all applicable substantive law; (b) follow applicable statutes of limitations; (c) honour valid claims of privilege; (d) issue a written decision including the reasons for the award. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable legal fees). Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. .
- Conflict with ICC Rules. This Agreement governs if there is a conflict with the ICC’s Commercial Arbitration Rules.
- Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or dispute under this Agreement must be filed in Small Claims Court or referred to arbitration within one year of when it could first be filed, or such claim will be permanently barred.
- Severability. If any provision of this Schedule A is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to as nearly as possible achieve the original intent of this Schedule, inclusive of the severed provision.