Terms of Service

Basil Systems, Inc.

Terms & Conditions

Service Agreement

Welcome to Basil Systems, Inc., a provider of a leading cloud-based system delivering comprehensive data, content and analytics to healthcare-related companies. 

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

This service agreement (the “Agreement“) outlines the terms and conditions (the “Terms“) regarding your use of our products.  It describes the services we will provide to you, how we will work together, and other aspects of our business relationship.  Registering for any trial or free use of our services is also governed by this agreement and is for all purposes the same as a paid subscription to our services.  

By using or accessing the service, platform and/or products owned or operated by Basil Systems, Inc. (the “Services”), you are agreeing to be bound by these Terms.  By using the Services you represent that you are an authorized user of an organization (the “Customer“), that is bound to these Terms (in which event, “you“, “your” and “Customer” will refer to that organization and its affiliates).  In addition, you understand these Services are limited to Customer’s employees and approved affiliates (referred to as “user” or “users“).

We may periodically update these terms.  If you have an active subscription to our Services, we will let you know when we do via email and/or in-app notification.

1. Subscriptions

A subscription allows you or other users to access the Services.  A subscription may be agreed to through a Basil-approved form or online subscription process by which you agree to subscribe to the Subscription (“Order” or “Contract“).  A subscription may include several progressively more inclusive tiers of use, each tier which may be associated with the fees set forth in the Order Form. 

2. Trials and Free Services

In the event of a trial period, where services are provided at no or nominal cost to the Customer and its Users (the “Trial Period”), we will make one or more of our Services available to you until the earlier of: (a) the end of the trial period; or (b) the start date of any paid subscriptions ordered for our Services; or (c) the termination by us for any reason in our sole discretion.  Additional trial terms and conditions may appear on a trial registration web page and are incorporated into this Agreement by reference and are legally binding.  Any data you enter into the Services during your trial period will be permanently lost unless you purchase a subscription to equal or greater Services before the end of your trial period.  During the Trial Period, the Services are provided “As Is” without any warranty.

3. Services

We will make the Services available to you pursuant to this Agreement and any applicable contract.  You are granted the non-exclusive, non-transferable right to access and use the Services within your organization pursuant to this Agreement and you agree that your subscription is not contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.  

4. Service Level and Support

We will use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which we shall give advance electronic notice when possible), and (ii) any unavailability caused by circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), internet service provider failure or delay, a non-Basil application, or a denial of service attack.  We will provide standard support for the Services to you at no additional charge, consisting of two (2) business day email response and one (1) hour of live support per month. Upgraded Services and support may be available to you for additional cost.  For Trial Periods there is no guarantee of support.

5. Data Protection

We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data.  Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of your data by our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Compelled Disclosure below, or (c) as you expressly permit in writing. Where your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA), except in respect of any usage during a Trial Period.

6. Personal Information

Personal information you provide to us through the Services is governed by our privacy policy, (please request the Basil Privacy Policy).  You are responsible for maintaining confidentiality of your username, password and other sensitive information.  You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account.  We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

7. Your Data

Unless specifically permitted by you, you own the data created or stored by you.  We shall not modify your data, disclose your data except as compelled by law in accordance with section 22 (Compelled Disclosure).  You grant us permission to store and access your data, solely as required for the purpose of providing the services to you, and thereby grant us rights from time to time to perform reviews and general analyses as required of characteristics, usage and quality of your data and usage.  We reserve the right to use data analytics to analyze data across all of our clients, and any information and data generated from use of such analytics shall be owned by us.

8. Your Responsibilities

You will use the Services in accordance with this Agreement and be responsible for (i) your compliance and the compliance of your users with this Agreement and/or any contract or Order Form, and (ii) the accuracy, quality and legality of your data and the means by which you acquired your data.  You will use commercially reasonable efforts to prevent unauthorized access to or use of Services and will notify us promptly of any such unauthorized access or use.

9. Restrictions

You will not: (i) make the Services available to, or use the Services for the benefit of, anyone other than yourself; (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or content derived from the Services; (iii) interfere with or disrupt the integrity or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; (v) permit direct or indirect access to or use of the Services in a way that circumvents any usage limit, or use any of the Services to access or use any of our intellectual property except as permitted under this Agreement; (vi) copy the Services or any part, feature, function or user interface thereof; (vii) access the Services in order to build a competitive product or service; or (viii) reverse engineer the Services.

10. Usage Limits

Our Services may be subject to usage limits, including, for example, the specified quantities of number of users, amount of data storage, number of searches or other limits as specified in your Order Form.  Unless otherwise specified, a quantity in an Order Form may not be exceeded by more than that number.  If you exceed a contractual usage limit, you may execute an Order Form for additional quantities of the applicable Services and/or pay any invoice for excess usage in accordance with the Payment Obligations section below.

11. Term and Renewal

A trial period continues until terminated, while a subscription to the Services has a term that may expire or be terminated.  The subscription of Services will remain effective until all subscriptions ordered have expired or been terminated.  Termination by a Customer will terminate all subscriptions and all Order Forms.  Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through a service interface “check-out” or execute a renewal Order Form) for additional periods equal to the preceding term; and (b) the pricing during any automatic renewal term will remain the same as it was during the immediately prior term except for any additions of Services or enhancements, increases in usage or other additions as stipulated in the Order Form, or unless Basil indicates to you a price change by email or service interface notification at least sixty (60) days prior to your renewal date.  Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

12. Payment Obligations

If you purchase a subscription to our Services, fees and billing terms will be specified at either the service interface “check-out” or in the Order Form(s), and must be paid in advance.  Payment obligations are non-cancelable and, except as expressly stated in the Order Form, fees paid are non-refundable.  For clarity, in the event Customer downgrades any subscriptions or reduces the level of Services provided, 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 initial paid subscription term.  If we agree to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date.  If payment is not received by the required date, we may at our discretion accrue and assess interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law.  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”).  Customer will be responsible for paying all Taxes associated with its purchases.  If the Customer is located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state, which you will provide at our request.

13. Termination

Basil or Customer may terminate a subscription to the Services on notice to the other party if the other party materially breaches the Agreement and such breach is not cured within fourteen (14) days after the non-breaching party provides notice of the breach (“Termination for Cause“).  Customer is responsible for its users, including for any breaches of this Contract caused by its users.  At our sole discretion, we may suspend or terminate Services immediately on notice to Customer if we reasonably believe that the Services are being used by Customer or its users in misappropriate ways, such as willful violation of this Agreement and/or violation of applicable law(s).  In addition, we may suspend the Customer account if (i) you are not current in payment due, (ii) your use is creating a security vulnerability for the Services or others, (iii) the Customer’s users are consuming excessive bandwidth, or (iv) if the use is causing harm to us or other users or subscribers.  You understand that if your account is suspended or terminated, you may no longer have access to the Content that is stored or accessible with the Services.  Upon any termination for cause by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by us, Customer will pay any unpaid fees covering the remainder of the term of those subscriptions after the effective date of termination. In no event will any termination relieve Customer of the obligation to pay any fees payable to us for the period prior to the effective date of termination.

14. Third Party Providers

Although they are not needed for the use of the Services, we or third parties may from time to time make available to you third-party products or services.  Any acquisition by you of such third-party products or services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider.  We do not warrant or support third-party products or services.

15. Intellectual Property / Proprietary Rights

The Services and all contents of the Services including but not limited to data, analytics, logo, design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement and Basil Confidential Information belong to Basil, and/or its suppliers, affiliates, or licensors unless it is publicly available.  Basil or its licensors own and reserve all right, title, and interest in and to the Services, the data and content, and all hardware, software and other items used to provide the Services, other than the rights we expressly grant to you to use the Services and Basil Confidential Information.  No title to or ownership of any proprietary rights related to the Services is transferred to you pursuant to these Terms.  

16. No Legal Advice or Opinion

You understand and agree that (a) no part of the Services shall be construed as the provision of legal advice or legal opinion by us to you, (b) that you have the opportunity at any time during use of the Services to review all potential courses of action with your internal counsel or other employees or agents.

17. Limitation of Liability

OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT WILL EITHER CUSTOMER’S OR BASIL’S (OR BASIL’S AFFILIATES’) AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT OR THE USER TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT TERMS” SECTION ABOVE.

IN NO EVENT WILL EITHER CUSTOMER OR BASIL (OR BASIL’S AFFILIATES) HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD 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. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

18. No Warranty or Conditions

YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SERVICES OR CONTENT PROVIDED (THE “SERVICES”) IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU “AS IS”, AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKES NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE INANY MANNER.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.

19. Mutual Indemnification

This section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of intellectual property infringement claim.

Your Indemnification.  We shall defend you against any claim, demand, suit, or proceeding made or brought against you by a third party alleging that the use of the Services infringes or misappropriates the copyright, patent, trade secret or other intellectual property rights of a third party and shall indemnify you for any damages, attorney fees and costs finally awarded against you as a result of, and for amounts paid by you under a court-approved settlement; provided that you (a) promptly give us written notice of the claim; (b) give us sole control of the defense and settlement of the claim; and (c) provide to us all reasonable assistance, at our expense.  If we reasonably believe the Services may infringe or misappropriate, we may in our discretion and at no cost to you (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for your continued use of the Services, or (iii) terminate your subscriptions for such Services upon 30 days’ written notice and refund to you any prepaid fees covering the remainder of the term.

Our Indemnification.  You shall defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your Data, or your use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us“), and shall indemnify us for any damages, attorney fees and costs finally awarded against us as a result of, or for any amounts paid by us under a court-approved settlement of, a Claim Against Us; provided that we (a) promptly give you written notice of the Claim Against Us; (b) give you sole control of the defense and settlement of the Claim Against Us (provided that you may not settle any Claim Against Us unless the settlement unconditionally releases us of all liability); and (c) provide to you all reasonable assistance, at your expense.

Indemnification Limitations.  Notwithstanding anything contained in the two preceding sections, (a) an indemnified party will always be free to choose its own counsel if it pays for the cost of such counsel; and (b) no settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld), if (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions by the indemnified parties, (iii) the settlement does not include a full release of liability for the indemnified parties, or (iv) the settlement includes terms other than a full release of liability for the indemnified parties and the payment of money.

20. Confidentiality

From time to time, either you or us may disclose to the other party in connection with the Services information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information, and Customer Data (“Confidential Information“).  If something is labeled “Confidential,” it is a clear indicator that the material is confidential. However, Confidential Information does not include information that (a) is or becomes generally available to the public; (b) was known to the other party prior to its disclosure; (c) is received from a third party; or (d) was independently developed by the other party.

21. Protection and Use of Confidential Information

If either party receives Confidential Information, they will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Services; and (b) not use or disclose any Confidential Information for any purpose outside the scope of the Services.  Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

22. Compelled Access or Disclosure

Either party may access or disclose Confidential Information if it is required by law; provided, however, that the disclosing party gives prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the access or disclosure.  If either party is compelled by law to access or disclose Confidential Information, the other party will reimburse the reasonable costs of compiling and providing secure access to such Confidential Information.

23. Product Suggestions

If you send us any feedback or suggestions regarding the Services, there is a chance we will use it, so you grant us (for yourself and all of your organizational users and other personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you, your organization, any of your users, or other Customer personnel.

24. Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

25. Our Relationship

This Agreement and provision of Services does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.  Also, there are no third party beneficiaries.

26. Communications

Except as otherwise set forth herein, all notices will be by email, although we may instead choose to provide notice to Customer through an in-app notification. Notices to Basil will be sent to support@BasilSystems.com, except for legal notices, such as notices of termination or an indemnification claim, which must be sent to legal@BasilSystems.com.  Notices will be deemed to have been duly given (a) the day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the in-app notification.

27. Modifications

As our business evolves, we may change these Customer Terms and the other components of the Agreement.  We will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s account or by messaging directly through the Services. You can review the most current version of the Customer Terms at any time by visiting the Customer Terms page viewable at BasilSystems.com, and any revisions will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change.  If Customer (or any User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

28. Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under the Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

29. Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract 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 Contract will remain in effect.

30. Assignment

Except with respect to Basil, neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the subscription to Services in its entirety (including all Order Forms), without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.  Customer will keep its billing and contact information current at all times by notifying Basil of any changes.  Any purported assignment in violation of this section is void.  A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination upon written notice to the assigning party.  In the event of such a termination by Customer, we will refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.  Subject to the foregoing, the Contract will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

31. Entire Agreement

These Terms and all Order Forms, if applicable, constitutes the entire agreement between you and us, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.  Without limiting the foregoing, the Agreement supersedes the terms of any online agreement electronically accepted by you, the Customer or any users. However, to the extent of any conflict or inconsistency between the provisions in these Terms and any other documents referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form; (2) this Agreement and the Terms herein; and (3) any other documents or pages referenced in the Terms.

Effective as of: