Terms of Service
Last Updated: 02/06/2026
These Terms of Service (“Terms”) are a binding contract between you (“you” or “Customer”) and BaseFrame Inc. (“BaseFrame,” “we,” “us,” or “our”). They govern your access to and use of the BaseFrame website (the “Site”), the BaseFrame platform, Virtual Machine infrastructure, APIs, integrations, and related services (collectively, the “Services”). By creating an account, clicking “I agree,” or using the Services, you confirm that you have read, understood, and accept these Terms.
BY CLICKING “I ACCEPT,” CREATING AN ACCOUNT, PROVIDING PAYMENT INFORMATION, OR OTHERWISE ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER IS ACCEPTING ON BEHALF OF AN ENTITY, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH ENTITY. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.
IMPORTANT NOTICE REGARDING AI AGENT RISKS: THE SERVICES ENABLE ARTIFICIAL INTELLIGENCE AGENTS TO PERFORM AUTOMATED ACTIONS WITHIN VIRTUAL MACHINES, INCLUDING ACCESSING THIRD-PARTY SERVICES AND DATA YOU CONNECT TO THE PLATFORM. AI AGENTS MAY TAKE ACTIONS THAT ARE UNEXPECTED, ERRONEOUS, OR RESULT IN UNINTENDED CONSEQUENCES. YOU ACKNOWLEDGE THAT YOU ASSUME ALL RISKS ASSOCIATED WITH AI-INITIATED ACTIONS AND THAT BaseFrame SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM SUCH ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR MONITORING, REVIEWING, AND CONTROLLING AI AGENT ACTIVITIES WITHIN YOUR VIRTUAL MACHINE.
1. Eligibility
You must be at least 18 years old and capable of forming a binding contract. By agreeing to these Terms, you represent and warrant that you meet this requirement and that your use of the Services will comply with all applicable laws.
2. Definitions
“Account” means the credentialed profile you create to access the Services.
“AI Agent” means any artificial intelligence software that operates within the Virtual Machine to perform tasks on your behalf.
“AI Provider” means any third-party artificial intelligence service provider whose API keys or credentials you provide for use with the Services.
“Connected Services” means any third-party applications, platforms, or services that you authorize to integrate with the Services.
“Customer Content” means code, data, prompts, files, credentials, API keys, and any other material you upload, submit, transmit, or otherwise make available to the Services, including data accessed from Connected Services.
“Documentation” means any technical documentation, usage guidelines, and specifications provided by BaseFrame.
“Fees” means the subscription and usage-based charges for the Services as set forth in Section 7.
“Services” means the BaseFrame platform, including Virtual Machine infrastructure, web interface, messaging interfaces, APIs, and all related tools and services.
“Updates” means patches, bug fixes, feature enhancements, and other changes that BaseFrame deploys to the Services.
“Virtual Machine” or “VM” means the isolated, sandboxed cloud computing environment provisioned by BaseFrame in which AI Agents execute tasks.
3. Scope of Services
BaseFrame provides managed Virtual Machine infrastructure that allows AI Agents to execute automated tasks, access Connected Services, and perform actions on Customer’s behalf in isolated sandboxes. The Services provide infrastructure only; AI usage is not included. Customer must provide their own AI Provider credentials.
BaseFrame may add, remove, or modify features. For any material reduction of a feature that is generally available and actively used in your Account, BaseFrame intends to provide at least thirty (30) days’ notice unless doing so would create a security risk, violate law, or be technically infeasible.
BaseFrame may deliver Updates automatically. BaseFrame will use commercially reasonable efforts to maintain backwards compatibility for twelve (12) months after an Update is released, except where doing so would introduce a security vulnerability, infringe third-party rights, or be technically impracticable.
4. Support
BaseFrame will provide reasonable support to Customer through multiple channels, which may include email, chat, and community forums. The number of support questions is not limited. BaseFrame will use commercially reasonable efforts to respond promptly. Support availability and response times may vary based on the nature and complexity of the inquiry and Customer’s subscription tier. BaseFrame reserves the right to modify support channels and procedures and will endeavor to inform customers of such modifications.
5. Account Registration and Security
To use the Services, you must create an Account and may be required to provide certain registration details. You agree to keep your Account credentials confidential and promptly notify BaseFrame of any unauthorized use. You are responsible for all activities that occur under your Account, the accuracy of the registration information you provide, and the security of all API keys (including AI Provider API keys) and authentication tokens.
6. AI Agent Operations and Risk Acknowledgment
6.1 Nature of AI Agent Services
Customer acknowledges and agrees that: (a) AI Agents operating within the Virtual Machine may perform automated actions, including reading, sending, and managing communications; accessing, modifying, and deleting data; interacting with third-party APIs and services; executing code; and performing web activities; (b) AI Agents are powered by third-party AI Providers and may produce outputs that are inaccurate, incomplete, inappropriate, or unexpected; (c) AI Agent behavior cannot be fully predicted or controlled, and actions taken may have real-world consequences that cannot be undone; (d) BaseFrame does not monitor, review, or verify the actions taken by AI Agents within your Virtual Machine; and (e) the Services should not be used for critical systems where AI errors could cause significant harm.
6.2 Customer Responsibility for AI Agent Actions
CUSTOMER IS SOLELY RESPONSIBLE FOR ALL ACTIONS TAKEN BY AI AGENTS WITHIN THEIR VIRTUAL MACHINE, INCLUDING: (a) monitoring and supervising AI Agent activities; (b) reviewing AI Agent outputs before they are sent, published, or acted upon; (c) configuring appropriate permissions and access controls; (d) ensuring compliance with all applicable laws and third-party terms of service; and (e) any consequences, damages, or liabilities arising from AI Agent actions, whether intended or unintended.
6.3 AI Provider Terms
Customer’s use of AI Agents is subject to the terms of service and acceptable use policies of the applicable AI Provider. Customer is responsible for compliance with all such terms. BaseFrame is not responsible for any suspension, termination, or limitation of Customer’s AI Provider account or API access.
7. Pricing, Payment, and Taxes
7.1 Pricing
Current fees are listed on our Site or in a mutually agreed written order form. Fees may include subscription charges and usage-based charges. We reserve the right to modify fees by posting such modification on the Services or informing you through other reasonable methods.
7.2 AI Provider Costs
Fees for the Services cover infrastructure only. AI usage costs are separate and billed directly by your AI Provider pursuant to your agreement with them. BaseFrame has no responsibility or liability for AI Provider fees or charges.
7.3 Billing Cycle and Payment
BaseFrame bills monthly. If BaseFrame suspects fraud or non-payment risk, BaseFrame may bill more frequently. You agree to pay all fees associated with your Account. Payments may be made via the methods provided on the Site.
7.4 Non-refundable
Except where required by law, payments are non-cancelable and non-refundable.
7.5 Taxes
Fees are exclusive of taxes. You are responsible for all taxes, duties, and similar assessments associated with the Services, except for taxes based on BaseFrame’s net income.
7.6 Overdue Payments
Overdue payments are subject to interest of 1.5% per month (or the maximum rate permitted by law, whichever is lower) plus reimbursement of collection costs (including attorneys’ fees). BaseFrame may suspend access to the Services for nonpayment.
8. License Grant and Restrictions; Intellectual Property
8.1 License to Customer
Subject to your compliance with these Terms, BaseFrame grants you a limited, non-exclusive, non-transferable right to access and use the Services solely for your internal business purposes during the Term.
8.2 Restrictions
You may not and may not permit any third parties to: (a) copy, modify, or create derivative works of the Services; (b) distribute, resell, lease, or sublicense the Services; (c) reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of the Services, except to the extent such restriction is prohibited by law; (d) interfere with or disrupt the security, integrity, or performance of the Services; (e) access the Services for the purpose of building a competitive product or service; (f) link to our Site unless you do so in a way that is legal and does not damage our reputation or in any way suggest any form of association or endorsement on our part; or (g) remove or obscure any proprietary notices.
8.3 BaseFrame Intellectual Property
BaseFrame retains all right, title, and interest (including all Intellectual Property Rights) in and to the Services, Documentation, all improvements, enhancements or modifications thereto, and any software, applications, inventions, algorithms, or technology developed in connection with the Services. You obtain no right or license except as expressly set forth herein.
8.4 Customer Content and Customer IP
Customer retains all right, title, and interest in and to Customer Content and any intellectual property owned by Customer prior to using the Services (“Customer IP”). You hereby grant BaseFrame a non-exclusive license to use Customer Content solely to provide the Services to you. BaseFrame does not use Customer Content to improve its services or train models, or for any purpose beyond fulfilling your requests.
8.5 Feedback
If you provide suggestions, ideas, comments, or other information related to the Services (“Feedback”), BaseFrame may use such Feedback to develop or improve the Services without restriction. BaseFrame will own any such developments and will have no obligation to reimburse you.
8.6 Usage Data
BaseFrame may collect, analyze, and use aggregated and anonymized usage data derived from Customer’s use of the Services to operate, improve, and support the Services, provided that such data cannot be used to identify Customer or any individual.
9. Acceptable Use Policy
You agree not to: (a) upload or transmit malware, illegal content, or material that infringes intellectual property rights; (b) probe, scan, or test the vulnerability of any BaseFrame system without written permission; (c) violate the privacy or data protection rights of any person; (d) use the Services to commit or facilitate unlawful activity; (e) delete proprietary rights notices within the Services; (f) use the Services to send spam, phishing, or unauthorized communications; or (g) use the Services to harass, abuse, or harm others.
BaseFrame may suspend your access immediately if BaseFrame reasonably believes you have violated this section.
10. Connected Services and Third-Party Integrations
The Services allow you to connect third-party applications. By authorizing a Connected Service, you: (a) grant BaseFrame and your AI Agents permission to access, read, modify, and interact with data in those services; (b) represent that you have authority to grant such access; and (c) accept full responsibility for all actions taken through such Connected Services. Your use of Connected Services is subject to the terms of those third parties. BaseFrame is not a party to and has no liability under any agreement between you and any third-party provider. BaseFrame does not endorse, warrant, or assume responsibility for any Connected Service.
11. Security and Data Protection
BaseFrame implements commercially reasonable technical and organizational measures designed to protect Customer Content against unauthorized access, use, or disclosure. Each customer’s Virtual Machine is isolated from other customers. However, no security system is impenetrable, and BaseFrame cannot guarantee the security of Customer Content.
12. Term, Suspension, and Termination
12.1 Term
These Terms will continue to apply until terminated by you or BaseFrame as set forth below.
12.2 Suspension
BaseFrame may suspend your access immediately if: (a) required by law; (b) your use poses a security risk; (c) your Account is overdue by thirty (30) days or more; (d) you breach these Terms; or (e) your AI Agent activities pose a risk to the Services or third parties.
12.3 Termination by Customer
You may terminate at any time by closing your Account and paying all outstanding fees.
12.4 Termination by BaseFrame
BaseFrame may terminate these Terms for convenience with thirty (30) days’ notice.
12.5 Effect of Termination
Upon termination, you must cease all access and use of the Services. BaseFrame may delete Customer Content after thirty (30) days. Sections that by their nature should survive will continue, including payment obligations, disclaimers, limitations of liability, indemnification, and dispute resolution.
13. Warranties and Disclaimers
The Services and Site are provided “AS IS” and “AS AVAILABLE.” BaseFrame disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. BaseFrame does not warrant that the Services will be uninterrupted, error-free, or secure, that Customer Content will not be lost, or that the Services will meet your requirements.
BaseFrame MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, CAPABILITY, OR SUITABILITY OF ANY AI AGENT OR AI PROVIDER. AI AGENTS MAY PRODUCE INCORRECT, HARMFUL, OR UNEXPECTED RESULTS. CUSTOMER USES AI AGENTS ENTIRELY AT CUSTOMER’S OWN RISK.
14. Data Privacy
Customer shall ensure that any Customer Content, including personal data, is collected, processed, transferred, and used in full compliance with applicable data protection laws and that Customer has obtained all necessary authorizations and consents. For purposes of this section, “applicable data protection laws” means applicable data privacy, data protection, and cybersecurity laws, including but not limited to: (a) the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, and any binding regulations issued under either Act; and (b) the EU General Data Protection Regulation 2016/679, including the applicable implementing legislation of each Member State. To the extent BaseFrame processes personal data on your behalf, the Data Processing Agreement is incorporated by reference into these Terms.
15. Confidentiality
Each party acknowledges that it may have access to certain confidential information of the other party, including technical data, trade secrets, know-how, research, product plans, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information (“Confidential Information”). Each party agrees to hold and maintain all Confidential Information in confidence and not to (i) disclose such Confidential Information to third parties or (ii) use such Confidential Information except to exercise rights or perform obligations under these Terms, without the prior written consent of the disclosing party.
These obligations shall not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives reasonable advance notice (unless prohibited by law) to allow the disclosing party to seek protection.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, BaseFrame’S TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES, THESE TERMS, OR ANY DATA PROCESSING AGREEMENT WILL NOT EXCEED THE GREATER OF: (1) ONE HUNDRED (100) US DOLLARS; OR (2) THE TOTAL FEES YOU PAID TO BaseFrame IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY.
BaseFrame WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE THAT THE AI FEATURES OF THE SERVICES MAY OCCASIONALLY GENERATE INCORRECT OR UNRELIABLE INFORMATION. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY OUTPUT GENERATED BY THE AI. ANY INFORMATION OR GUIDANCE PROVIDED BY THE AI IS FOR GENERAL INFORMATIONAL PURPOSES AND IS NOT INTENDED AS PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS BEFORE MAKING DECISIONS BASED ON AI OUTPUT.
WITHOUT LIMITING THE FOREGOING, BaseFrame SHALL HAVE NO LIABILITY FOR ANY DAMAGES ARISING FROM: (A) ACTIONS TAKEN BY AI AGENTS, WHETHER AUTHORIZED OR UNAUTHORIZED, INTENDED OR UNINTENDED; (B) ERRORS, OMISSIONS, OR INACCURACIES IN AI AGENT OUTPUTS; (C) DATA LOSS, DISCLOSURE, OR CORRUPTION RESULTING FROM AI AGENT ACTIVITIES; (D) VIOLATIONS OF THIRD-PARTY TERMS OF SERVICE BY AI AGENTS; (E) SUSPENSION OR TERMINATION OF CONNECTED SERVICES DUE TO AI AGENT ACTIVITIES; OR (F) ANY OTHER CONSEQUENCES OF AI AGENT OPERATIONS.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
17. Indemnification
You will indemnify and hold harmless BaseFrame, its affiliates, and their officers, directors, employees, agents, assigns, and successors from any third-party claim arising from: (a) your use of the Services; (b) Customer Content; (c) actions taken by AI Agents operating within your Virtual Machine; (d) your violation of these Terms or applicable law; (e) your breach of any third-party terms of service; or (f) any dispute between you and an AI Provider. BaseFrame may assume the exclusive defense of any claim for which you must indemnify BaseFrame, and you will cooperate as reasonably requested.
18. Dispute Resolution, Arbitration, and Class Action Waiver
Any dispute arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will be in English and take place in Delaware, unless the parties agree otherwise.
You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to team@baseframe.co within thirty (30) days after first becoming subject to this Arbitration Agreement.
YOU AND BaseFrame WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS.
19. Changes to Terms
BaseFrame may update these Terms. If BaseFrame makes a critical material change, BaseFrame will use commercially reasonable efforts to notify you by email or through the Services at least seven (7) days before the change takes effect. The updated Terms will apply on the effective date. Continued use after the effective date constitutes acceptance.
20. Governing Law and Venue
These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Subject to the arbitration requirement, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction.
21. Export Compliance
You must comply with all applicable export control and trade sanction laws when using the Services. You represent that you are not subject to any embargo or restriction that would prohibit your use of the Services.
22. Force Majeure
BaseFrame will not be liable for failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or internet disturbances.
23. Miscellaneous
Entire Agreement. These Terms constitute the entire agreement between you and BaseFrame and supersede all prior agreements regarding the subject matter.
Assignment.You may not assign these Terms without BaseFrame’s prior written consent. BaseFrame may assign freely.
Severability. If a provision is held illegal, invalid, or unenforceable, such provision shall be severable and the remaining provisions shall remain in full effect.
Waiver. Failure to enforce any provision is not a waiver of future enforcement.
Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, or joint venture.