Baseline Terms & Conditions

1.1. Who is the ‘Customer’?

The ‘Customer’ is the organisation that you represent in agreeing to the Contract. If your workspace is being set up by someone who is not formally affiliated with an organisation, the Customer is the individual creating the workspace. For example, if you signed up using a personal email address and invited a couple of friends to work on a new collaboration project idea, but haven't formed a company yet, you are the Customer.

1.2. Signing up using a corporate email domain

If you signed up for a subscription using your corporate email domain, your organisation is the Customer, and the Customer can modify and reassign roles on your workspace (including your role) and otherwise exercise its rights under the Contract. If the Customer elects to replace you as the representative with ultimate authority for the workspace, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or the Customer to facilitate the transfer of authority to a new representative of the Customer.

1.3. Authorised User by the Customer

Individuals authorised by the Customer to access the Services (an ‘Authorised User’) may submit content or information to the Services, such as messages or files (‘Customer Data’), and the Customer may exclusively provide us with instructions on what to do with it.

The Customer will (a) inform Authorised Users of all Customer policies and practices that are relevant to their use of the Services and of any settings that may affect the processing of Customer Data, and (b) ensure that the transfer and processing of Customer Data under the Contract are lawful.

1.4. Subscriptions

A subscription allows an Authorised User to access the Services. No matter what role they are in, a subscription is required for each Authorised User. A subscription may be procured through the Services interface. Each Authorised User must agree to the User Terms to activate their subscription. Subscriptions commence when we make them available to the Customer and continue for the term specified in the Services ‘checkout’ interface or in the Order Form, as applicable. Each subscription is for a single Authorised User for a specified term and is personal to that Authorised User. We sometimes enter into other kinds of ordering arrangements, but that would need to be spelled out and agreed to in an Order Form. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Customer may purchase more subscriptions at the same price stated in the Order Form, and all will terminate on the same date.

Pricing for the subscriptions is set forth here: https://www.baselineteams.com/pricing. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or yearly basis. Whether you are using monthly or yearly billing, your account may be charged on a monthly basis.

Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel it or Baseline cancels it.

A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Baseline with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, you automatically authorize Baseline to charge all Subscription fees incurred through your account to any such payment instruments. Should automatic billing fail to occur for any reason, Baseline may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be cancelled.

You may cancel your Subscription either through your online account management page or by contacting Baseline customer support team at hello@baselineteams.com.

1.5. Purchasing decisions

We may share information about our future product subscriptions, because we like transparency. Our public statements about those product subscriptions are an expression of intent, but do not rely on them when making a purchase. If the Customer decides to buy our Services, that decision should be based on the functionality or features that we have made available today and not on the delivery of any future functionality or features.

1.6. Privacy Policy

Please refer to the Privacy Policy to for more information on how we collect and use data relating to the use and performance of our websites and products.

1.7. Use of the Services

The Customer must comply with the Contract and ensure that its Authorised Users comply with the Contract and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren't responsible for the content of any Customer Data or the way that the Customer or its Authorised Users choose to use the Services to store or process any Customer Data. The Services are not intended for and should not be used by anyone under the age of 16. The Customer must ensure that all Authorised Users are over 16 years of age. The Customer is solely responsible for providing high-speed Internet service for itself and its Authorised Users to access and use the Services.

1.8. Payment obligations

Payment Terms

For Customers that purchase our Services, fees are specified at the Services interface ‘checkout’ and in the Order Form(s) – and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event that the Customer downgrades any subscriptions from a paid subscription to a free subscription, the Customer will remain responsible for any unpaid fees under the paid subscription, and Services under the paid subscription will be deemed fully performed and delivered upon expiration of the term of the initial paid subscription. Fees are stated exclusive of any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, ‘Taxes’). The Customer will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, the Customer will reimburse us for such withholding tax.

Free Trial

Baseline may, at its sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial"). If the free trial expires access to features will be suspended and the Service will be limited to View only. View only means that edits to data already inputted into Service becomes disabled. This also includes that the user cannot add new data, for example to People, Project, Clients, etc. If you wish to continue the use of the Services Customer must upgrade to a paid plan, where you will hereby authorize us to charge your credit card or other payment method for continued use of the paid Service under such Subscription. You may then however, cancel your Subscription in accordance with the Subscription section of these Terms.

Access to view only will be available for a minimum of 6 months after free trial expiration. You acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial.

At any time and without notice, Baseline reserves the right to (a) modify the terms and conditions of any Free Trial offer, (b) cancel any Free Trial offer, or (c) cancel any Free Trial subscription at any time.

Fees and Fee Changes

Baseline, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Baseline will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

Refunds

Payment obligations are non-cancelable, and fees paid are non-refundable and there are no credits for partially used Subscription periods.

1.9. Communications from Baseline

By creating an account on our Service, you agree to subscribe to newsletters or marketing materials and other promotional information we may send. However, you may opt out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still send you transactional or administrative messages related to the Service even after you have opted out of receiving marketing communications.

1.10. Accounts

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

You may not use the Service if you are 16 years of age or younger. By using the Service, you represent and warrant that you are over the age of 16.

1.11. Baseline responsibilities

Providing the services

The Customer isn’t the only one with responsibilities: we have some, too. We will (a) make the Services available to Customer and its Authorised Users as described in the Contract; and (b) not use or process Customer Data for any purpose without the Customer’s prior written instructions; provided, however, that ‘prior written instructions’ will be deemed to include use of the Services by Authorised Users and any processing related to such use or otherwise necessary for the performance of the Contract.

Protecting customer data

The protection of Customer Data is a top priority for us, so we will maintain administrative, physical and technical safeguards at a level not materially less protective than as described in our security practices page. Those safeguards will include measures for preventing unauthorised access, use, modification, deletion and disclosure of Customer Data by our personnel. Before sharing Customer Data with any of our third-party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorised access. The Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when it is in the Customer’s or its representatives’ or agents’ possession or control. We are not responsible for what the Customer’s Authorised Users do with Customer Data. That is the Customer’s responsibility.

1.12. Intellectual Property

The Service and its Content (excluding User Content), features and functionality are and will remain the exclusive property of Baseline and its licensors. The Service is protected by copyright, trademark, and other laws of both Japan and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Baseline.

Definitions: For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Service; and (ii) “User Content” means any Content that account holders (including you) provide to be made available through the Service.

2.1. The relationship between the User, the Customer and Us

AS BETWEEN US AND THE CUSTOMER, YOU AGREE THAT IT IS SOLELY THE CUSTOMER’S RESPONSIBILITY TO (A) INFORM YOU AND ANY AUTHORISED USERS OF ANY RELEVANT CUSTOMER POLICIES AND PRACTICES AND ANY SETTINGS THAT MAY IMPACT THE PROCESSING OF CUSTOMER DATA; (B) OBTAIN ANY RIGHTS, PERMISSIONS OR CONSENTS FROM YOU AND ANY AUTHORISED USERS THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER DATA AND THE OPERATION OF THE SERVICES; (C) ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER DATA UNDER THE CONTRACT IS LAWFUL; AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH YOU AND ANY AUTHORISED USER RELATING TO OR BASED ON CUSTOMER DATA, THE SERVICES OR THE CUSTOMER’S FAILURE TO FULFIL THESE OBLIGATIONS. BASELINE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, TO YOU RELATING TO THE SERVICES, WHICH ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.

2.2. Rules

Legal age

To the extent prohibited by applicable law, the Services are not intended for and should not be used by anyone under the age of 16. You represent that you are over the legal age and are the intended recipient of the Customer’s invitation to the Services. You may not access or use the Services for any purpose if either of the representations in the preceding sentence is not true. Without limiting the foregoing, you must be of legal working age.

Acceptable Use

To help ensure a safe and productive work environment, all Authorised Users must comply with our Acceptable Use Policy and any applicable policies established by the Customer. If you see inappropriate behaviour or content, please report it to your Primary Owner or employer.

Your access is in the hands of the Customer

These User Terms remain effective until the Customer’s subscription for you expires or terminates, or your access to the Services has been terminated by the Customer or us. Please contact the Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to these User Terms or the Acceptable Use Policy.

3.1. Limitation of liability

If we believe that there is a violation of the Contract, User Terms, Customer Terms the Acceptable Use Policy or any of our other policies that can simply be remedied by the Customer’s removal of certain Customer Data or taking other action, we will, in most cases, ask the Customer to take action rather than intervene. We may directly step in and take what we determine to be appropriate action (including disabling your account) if the Customer does not take appropriate action or we believe there is a credible risk of harm to us, the Services, Authorised Users or any third parties. IN NO EVENT WILL YOU OR WE HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNLESS YOU ARE ALSO A CUSTOMER (AND WITHOUT LIMITATION TO OUR RIGHTS AND REMEDIES UNDER THE CONTRACT), YOU WILL HAVE NO FINANCIAL LIABILITY TO US FOR A BREACH OF THESE USER TERMS. OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY BREACH OF THE USER TERMS IS ONE THOUSAND JAPANESE YEN (JPY1000) IN AGGREGATE. THE FOREGOING DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW AND DO NOT LIMIT EITHER PARTY’S RIGHT TO SEEK AND OBTAIN EQUITABLE RELIEF.

3.2. Application of consumer law

Baseline is a workplace tool intended for use by businesses and organisations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have and our liability is limited (at our option) to the replacement, repair or resupply of the Services or the pro-rata refund to the Customer of pre-paid fees for your subscription covering the remainder of the term.

The sections titled “The relationship between You, the Customer and Us”, “Limitation of liability” and “Survival” and all of the provisions under the general heading “General Customer & User Terms” will survive any termination or expiry of the User Terms.

3.3. Administration

Email contact

Except as otherwise set forth herein, all notices under the User Terms will be by email, although we may instead choose to provide notice to Authorised Users through the Services. Notices to Baseline should be sent to feedback@baselineteams.com, except for legal notices, which must be sent to legal@baselineteams.com. A notice will be deemed to have been duly given (a) the day after it is sent, in the case of a notice sent by email; and (b) the same day, in the case of a notice sent through the Services. Notices under the Contract will be delivered solely to the Customer in accordance with the terms of that agreement.

3.4. Privacy policy

Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

3.5. Modifications

As our business evolves, we may change these User Terms or the Acceptable Use Policy. If we make a material change to the User Terms or the Acceptable Use Policy, we will provide you with reasonable notice prior to the change taking effect either by emailing the email address associated with your account or by messaging you through the Services. You can review the most current version of the User Terms at any time by visiting this page, and by visiting the following for the most current versions of the other pages that are referenced in these User Terms: Acceptable Use Policy and Privacy Policy. Any material revisions to these User Terms will become effective on the date set forth in our notice and all other changes will become effective on the date we publish the change. If you use the Services after the effective date of any changes, that use will constitute your acceptance of the revised terms and conditions.

3.6. Waiver

No failure or delay by either party in exercising any right under the User Terms, including the Acceptable Use Policy, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorised representative of the party being deemed to have granted the waiver.

3.7. Severability

The User Terms, including the Acceptable Use Policy, will be enforced to the fullest extent permitted under applicable law. If any provision of the User Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the User Terms will remain in effect.

3.8. Assignment

You may not assign any of your rights or delegate your obligations under these User Terms, including the Acceptable Use Policy, whether by operation of law or otherwise, without the prior written consent of us (not to be unreasonably withheld). We may assign these User Terms in their entirety (including all terms and conditions incorporated herein by reference), without your consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of our assets.

3.9. Governing law, venue, fees

The User Terms, including the Acceptable Use Policy, and any disputes arising out of or related hereto, will be governed exclusively by the same applicable governing law of the Contract, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue of the Contract will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the User Terms, including the Acceptable Use Policy, or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. In any action or proceeding to enforce rights under the User Terms, the prevailing party will be entitled to recover its reasonable costs and legal fees.

3.10. Indemnification

You agree to defend, indemnify and hold harmless Baseline and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; or (c) your User Content provided to the Service.

3.11. Disclaimer

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

BASELINE, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) THE SERVICE WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.