Welcome to Base Cognition (“we”, “our”, “us”). These Terms of Service (“Terms”) govern your access to and use of our website, consulting services, and related solutions (collectively, the “Services”). By using our Services, you agree to these Terms. If you do not agree, please do not use our website or services.

1. Use of Our Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of our Services complies with all applicable laws, regulations, and organizational policies.

You may not:

• Use our Services to infringe upon any intellectual property or proprietary rights.

• Attempt to disrupt or compromise the functionality or security of our systems.

• Misuse our consulting materials, AI models, or documentation provided during engagements.

2. Intellectual Property

All materials, content, and deliverables produced by Base Cognition — including but not limited to designs, written reports, software integrations, and documentation — remain the intellectual property of Base Cognition unless otherwise specified in a written contract.

Clients are granted a non-exclusive, non-transferable license to use deliverables solely for internal business purposes. Reproduction, resale, or redistribution without written consent is prohibited.

3. Confidentiality

We respect the confidentiality of all client information shared during consulting or implementation projects. Any data, documents, or proprietary information exchanged will be handled in accordance with applicable privacy laws and our Privacy Policy.

You agree not to disclose any confidential information from Base Cognition to third parties without prior written consent.

4. Payment and Billing

Consulting fees, project milestones, and payment schedules are outlined in each individual statement of work (SOW) or service agreement.

• Invoices are due as stated in your contract, typically within 30 days of issue date.

• Late payments may incur a service charge or delay in deliverables.

• All prices are exclusive of applicable taxes unless stated otherwise.

5. Third-Party Tools and Integrations

Our Services may involve third-party technologies (e.g., OpenAI, AWS, or other software integrations). We are not responsible for the actions, updates, or outages of these third-party platforms.

You agree to comply with any third-party terms that apply to your use of those technologies.

6. Limitation of Liability

To the fullest extent permitted by law, Base Cognition and its team shall not be liable for:

• Any indirect, incidental, or consequential damages;

• Data loss, downtime, or system interruption; or

• Business losses resulting from the use or inability to use our Services.

Our total liability in connection with any claim will not exceed the amount paid by you to Base Cognition for the specific engagement giving rise to the claim.

7. Disclaimer

All content and recommendations provided through Base Cognition are for informational purposes only. While we take reasonable measures to ensure accuracy, we make no guarantees of specific results, business outcomes, or future performance.

8. Termination

We may suspend or terminate your access to our Services if:

• You breach these Terms;

• You misuse our intellectual property; or

• We reasonably believe continuation would pose legal, security, or ethical risks.

Upon termination, your right to use any materials or deliverables not fully paid for will immediately cease.

9. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Minnesota, United States, without regard to its conflict of law principles.

10. Changes to These Terms

We may update these Terms from time to time to reflect changes in our operations, legal obligations, or best practices. Updated versions will be posted on this page with the “Last updated” date revised accordingly.

11. Contact Us

For questions about these Terms or our policies, please contact us at:
📧 legal@basecognition.com
🌐 www.basecognition.com

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