These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and BASELOGIX LLC, a Wyoming limited liability company ("BASELOGIX," "we," "us," or "our"), governing your access to and use of our website at baselogix.io and the software development and related services we provide.
Please read these Terms carefully. By accessing our website, submitting a project inquiry, executing a Statement of Work, or otherwise engaging our services, you agree to be bound by these Terms. If you do not agree, do not use our website or services.
These Terms apply to all visitors to our website and to all clients who engage BASELOGIX for services. Your use of our website constitutes acceptance of these Terms and our Privacy Policy, which is incorporated herein by reference.
These Terms may be supplemented by a separate Master Services Agreement ("MSA"), Statement of Work ("SOW"), or project contract signed between you and BASELOGIX. In the event of a conflict, the MSA or SOW will govern with respect to the specific project, and these Terms will govern all other matters.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date. Continued use of our services after changes constitutes acceptance.
BASELOGIX provides professional software development and technology services, which may include:
The specific scope of services for each engagement will be defined in a written Statement of Work or project agreement. BASELOGIX reserves the right to decline any project at its sole discretion.
To enable BASELOGIX to perform services effectively, you agree to:
Project delays caused by late feedback, unavailability of client resources, or failure to provide required materials may result in revised timelines and additional costs, which will be communicated to you in advance.
Fees for services are set forth in the applicable Statement of Work. Unless otherwise agreed in writing:
Invoices are due within 15 days of the invoice date unless otherwise specified.
Invoices not paid within 15 days are subject to a late fee of 1.5% per month on the outstanding balance. BASELOGIX reserves the right to suspend work on any project where payment is more than 30 days overdue, without liability for resulting delays.
Reasonable out-of-pocket expenses incurred in connection with your project (e.g., third-party software licenses, cloud hosting costs, travel if approved) will be billed to you at cost.
All fees are exclusive of applicable taxes. You are responsible for all sales, use, VAT, or similar taxes applicable to your purchase of services.
Upon receipt of full payment for the applicable project, BASELOGIX assigns to you all right, title, and interest in the custom code, designs, and deliverables created specifically for your project ("Work Product"), excluding any Pre-existing IP (defined below).
BASELOGIX retains all rights to its pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, and know-how ("Pre-existing IP") used in connection with your project. To the extent any Pre-existing IP is incorporated into your Work Product, BASELOGIX grants you a non-exclusive, perpetual, royalty-free license to use such Pre-existing IP solely as part of the Work Product.
We may incorporate open-source software components into your project. Such components will be subject to their respective open-source licenses, which will be disclosed to you. Your use of the Work Product must comply with any applicable open-source license terms.
You retain all ownership of materials, content, data, trademarks, and other intellectual property you provide to us ("Client Materials"). You grant BASELOGIX a limited license to use Client Materials solely for the purpose of performing services under your project.
Unless you instruct us otherwise in writing, BASELOGIX reserves the right to reference you as a client and describe the nature of work performed (without disclosing confidential information) in our marketing materials, website, and portfolio.
Each party agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party ("Confidential Information"), and to use such information solely for the purpose of performing obligations under the engagement.
Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known before disclosure; (c) is received from a third party without restriction; or (d) is independently developed without use of Confidential Information.
These confidentiality obligations survive termination of the engagement for a period of three (3) years.
BASELOGIX warrants that: (a) services will be performed in a professional and workmanlike manner consistent with industry standards; (b) we have the right to enter into these Terms and perform services; and (c) to our knowledge, Work Product will not infringe third-party intellectual property rights.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, BASELOGIX PROVIDES SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASELOGIX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO ANY ENGAGEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO BASELOGIX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL BASELOGIX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless BASELOGIX LLC and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your use of services in violation of applicable law; (c) any Client Materials you provide; or (d) your products or services.
Each project engagement begins on the date specified in the applicable SOW and continues until the project is completed or the engagement is terminated.
Either party may terminate an ongoing engagement with 30 days' written notice. Upon termination, you will pay BASELOGIX for all work performed through the termination date, plus any non-cancellable expenses incurred.
Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice.
Upon termination, BASELOGIX will deliver all completed Work Product (for which payment has been received) and return or destroy Client Materials. Sections 5, 6, 7.2, 8, 9, 11, and 12 survive termination.
The parties agree to first attempt to resolve any dispute through good-faith negotiation between senior representatives of each party, initiated by written notice describing the dispute.
If the dispute is not resolved within 30 days of such notice, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in Cheyenne, Wyoming, or remotely. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or confidential information.
These Terms and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Subject to Section 11, the parties consent to the exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming.
For questions about these Terms or our services, please contact:
BASELOGIX LLC
9111 Powderhouse Rd, Cheyenne, WY 82009
Email: laura@baselogix.io
Phone: +1 (779) 225-6730