BASE CONTENT TERMS & CONDITIONS

1: THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR ANY CONTENT FROM BASE HQ, INC. “BASE”), YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT ORDER OR OBTAIN CONTENT FROM BASE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH BASE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING A BASE WEBSITE OR ANY OF ITS CONTENT BY APPLICABLE LAW.

These terms and conditions (these "Terms") apply to the purchase and sale of content, in whatever form, from Base. These Terms are subject to change by Base (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on a Base website, and you should review these Terms before purchasing any content available from Base. Your continued use of the content after a posted change in these Terms will constitute your acceptance of and agreement to such changes.

2: Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all content listed in your order. All orders must be accepted by us or we will not be obligated to sell the content to you. We may choose not to accept any orders in our sole discretion. Acceptance of your order and the formation of the contract of sale between Base and you will not take place unless and until you have received your order confirmation.

3: Prices and Payment Terms. 

  1. All prices posted on the Base website are subject to change without notice. The price charged for the content will be the price in effect at the time the order is placed and will be set out in your order confirmation. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your total and will be itemized in your order confirmation.
  2. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

4: Content Delivery.

  1. We will arrange for the delivery of the content in the manner indicated on the Base website. 

5: All Sales are Final. All ordered content is non-returnable. ALL SALES ARE FINAL. WE OFFER NO REFUNDS ON ANY CONTENT.

6: WARRANTY. ALL CONTENT IS PROVIDED “AS IS”. BASE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, BASE MAKES NO WARRANTY OF ANY KIND THAT THE CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.

7: LIMITATION OF LIABILITY. BASE’S LIABILITY UNDER THESE TERMS WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE CONTENT THAT YOU HAVE PURCHASED, NOR WITH BASE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. 

8: Access and Use. Subject to and conditioned on your payment and compliance with these Terms, Base provides you a non-exclusive, non-sublicensable, non-transferable right to access the ordered content, solely for use by you. Such use is limited to your own, personal use. 

9: Use Restrictions. You shall not use the content for any purposes beyond the scope of the access granted under these Terms. You shall not at any time, directly or indirectly, and shall not permit anyone else to: (i) copy, modify, or create derivative works of the content, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the content; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the content, in whole or in part; (iv) remove any proprietary notices from the content; or (v) use the content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

10: Liquidated Damages. If you violate the terms and conditions of Section 8 (Access and Use) or Section 9 (Use Restrictions), you shall pay Base 300% the price charged for the content for each violation (the “Liquidated Damages”). You and Base intend that the Liquidated Damages constitute compensation, and not a penalty. You acknowledge that Base’s harm caused by your violation of Section 8 (Access and Use) or Section 9 (Use Restrictions) would be impossible or very difficult to accurately estimate, and that the Liquidated Damages are a reasonable estimate of the anticipated actual harm that might arise from your violation. 

11: Intellectual Property. You acknowledge that, as between you and us, Base owns all right, title, and interest, including all intellectual property rights, in and to the content.  

12: Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of South Carolina.

13: Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

14: No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Base.

15: No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

16: Notices.

  1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Base website. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
  2. To Us. To give us notice under these Terms, you must contact us as follows: (i) by personal delivery, overnight courier or registered or certified mail to Base HQ, Inc., 620 Rutherford Street, Greenville, SC 29609. We may update the address for notices to us by posting a notice on the Base website. Notices provided by personal delivery will be effective immediately. Notices provided by registered or certified mail will be effective three business days after they are sent.

17: Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

18: Entire Agreement. Our order confirmation and these Terms will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.