§ Legal

Terms of Service

These terms govern your access to and use of the Basisfyle website and services. Please read them carefully — they contain an agreement to arbitrate and other important information about your legal rights.

EFFECTIVE · February 1, 2026

01Acceptance of these Terms of Service

Basisfyle ("Basisfyle," "we," "us," or "our") provides our services (described below) and related content to you through our website located at www.basisfyle.com (the "Site", including any updates or new features, functionality and technology, the "Service"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these "Terms of Service"). By accessing, browsing, or otherwise using the Site, Service, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST BASISFYLE ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

Your Privacy: at Basisfyle, we respect the privacy of our users. For more information please see our Privacy Policy (the "Privacy Policy"). By using the Service, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.

02Access and use of the Service

Service description

The Service is designed to provide a unified dashboard for tracking cryptocurrency assets. The Service may also include additional paid services which may include, but are not limited to, projections of your potential investment gains based on reported transaction history, tax-related services, detailed transaction information, and an automated tool for assisting you with your cryptocurrency investments. Basisfyle also offers referrals to regulated services, such as access to third-party tax professionals and associated platforms.

Your registration obligations

For some of our Services, you may be required to register with Basisfyle or provide information about yourself (e.g. name and email address) or, where applicable, your Organization (as defined below) (such as name, business contact information, and email address) in order to access and use certain features of the Service. Depending on the Services you choose, you may also provide other information, such as billing info and verification data or cryptocurrency wallet information (or, in the case of an Organization, organizational credentials, information regarding authorized Org Users (as defined below), billing info, verification data, or cryptocurrency wallet information associated with the Organization). Upon registering, you or your Organization (as applicable) are considered a "Member" of Basisfyle. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself or your Organization as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service. By using the Service as an individual, you represent and warrant that you are at least 18 years of age and may legally enter into a binding contract with Basisfyle. By using the Service as or on behalf of an Organization, you further represent and warrant that you have the authority to bind that Organization to these Terms of Service. We disclaim any liability for any misrepresentation of your or any other user's age. You further represent and warrant that you are not prohibited from using Basisfyle under the laws of the United States or any applicable jurisdiction.

Organizational accounts; use on behalf of an Organization

If an individual accesses or uses the Service on behalf of a company, organization, or other legal entity, such as the individual's employer (each, an "Organization"):

  • These Terms of Service constitute an agreement between (i) Basisfyle and such individual and (ii) Basisfyle and the Organization.
  • As used in these Terms of Service, "you" or "your," in the context of any license grant, restriction, obligation, acknowledgment, representation, warranty, or covenant (or any similar context), means both (i) the individual and (ii) the Organization, on behalf of the Organization and its subsidiaries and affiliates, and its and their respective directors, officers, employees, contractors, agents, and other representatives who access and/or use the Service (collectively, "Org Users"), as applicable.
  • By accepting these Terms of Service, the individual represents and warrants to Basisfyle that the individual has the authority to bind the Organization to these Terms of Service. In the absence of such authority, the individual may not access or use the Service on behalf of the Organization.
  • The individual's acceptance of these Terms of Service will bind the Organization to these Terms of Service.
  • Basisfyle may disclose information regarding such individual and the individual's access to and use of the Service to the Organization.
  • The rights of any Org User (including the individual) to access and use the Service may be suspended or terminated (and administration of the applicable account transferred) if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, the Organization.
  • The Organization will ensure all Org Users are made aware of, and comply with, these Terms of Service as applicable to such Org Users.
  • The Organization is solely responsible and liable for all acts and omissions of its Org Users, and any act or omission by any Org User that would constitute a breach of these Terms of Service if taken by the Organization will be deemed a breach of these Terms of Service by the Organization.
  • Without limiting the foregoing, if an individual opens an account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual's access to or use of the Service (or reimburses such individual for payment of such fees), then Basisfyle may, in its sole discretion, deem such individual to be accessing and using the Service on behalf of that Organization.
  • The Organization is also responsible for managing access to the Service, including designating, authorizing, adding, and removing Org Users, and for ensuring all actions taken by its Org Users through the Service comply with these Terms of Service.
  • For the avoidance of doubt, references to "Member" in these Terms of Service include both individuals and Organizations (and their Org Users) that register for or access the Service.

Member account, password and security

You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. Where an Organization account has been created, the Organization is responsible for all activity by its Org Users and for maintaining the confidentiality and security of its administrative credentials. You agree to (a) immediately notify Basisfyle of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you (and all Org Users, as applicable) exit from your account at the end of each session when accessing the Service. Basisfyle will not be liable for any loss or damage arising from your or any Org User's failure to comply with this paragraph. You may control certain aspects of your account and any associated user profile, and of the way you interact with the Service, by changing the settings in your settings page. By providing us with your email address, you consent to our using that email address to send you Service-related notices, including any notices required by applicable law, in lieu of communication by postal mail. We may also use that email address to send you other messages, including, without limitation, marketing and advertising messages, such as messages notifying you of changes to features of the Service and special offers (collectively, "Marketing Emails"). If you do not want to receive Marketing Emails, you may opt out of receiving them or change your preferences by contacting the Service support team at [email protected] or by clicking on the "unsubscribe" link within a Marketing Email. Opting out will not prevent you from receiving Service-related notices.

Modifications to Service

Basisfyle reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Basisfyle will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

General practices regarding use and storage

You acknowledge that Basisfyle may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Basisfyle's or its third-party service providers' servers on your behalf. You agree that Basisfyle has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Basisfyle reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Basisfyle reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

03No financial, professional, or investment advice; risks

Basisfyle is not in the business of providing legal, tax, audit, accounting, or brokerage, nor other professional services or advice. Through your use of Basisfyle, you acknowledge and agree that information provided by Basisfyle is simply informational only, and should not be considered a substitute for the services or advice of a competent professional. Further, the information provided herein should not be taken as financial planning or investment solicitation. No fiduciary relationship has been created between you and Basisfyle.

You hereby understand and acknowledge that through your use of Basisfyle, you are not being represented by an attorney, certified financial planner, broker, nor other regulated advisor. Certain aspects of the Basisfyle Services may provide access to such a professional (for example through a referral service by which Basisfyle receives affiliation fees) or provide tax-related information, but if you are in need of legal or financial advice, including a review of any financial or tax decisions, we advise you to consult the appropriate advisor, such as your own attorney, accountant, or other professional.

We endeavor to keep Basisfyle and the Services as secure as possible but you hereby acknowledge that no system involving the transmission of information via the Internet, or the electronic storage of data, is completely secure. We are not liable for any loss, theft, unauthorized access, disclosure, copying, use, or modification of your personal data that occurs outside our reasonable control. Basisfyle also makes no warranties as to the reliability or accuracy, completeness, or quality of any information on Basisfyle or obtained through the Services. You agree that Basisfyle is not liable for any errors, omissions, loss or damage which may be caused by your use of Basisfyle or Services, to the fullest extent permitted by law. Any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of Basisfyle or Services is your sole responsibility.

Documents, information, or other Services received on or through Basisfyle may not be appropriate for your particular situation, the assessment of which is your sole and exclusive responsibility.

Basisfyle makes no assurances to any particular outcome based on your use of Basisfyle or any of the Services, including business or financial outcomes. If you choose to purchase Basisfyle's automated investment Services, you acknowledge and agree that these Services may not be suitable for every investor and that you should always undertake to make your own investment decisions. You further agree that any projected returns shown through Basisfyle's Services may not be indicative of real-world results and that your investment returns or financial gains are not guaranteed in any way. Any representations of historical performance or projected performance are not warranted to be accurate or error-free.

The information provided by the Services is for information only and does not constitute, and should not be construed as, investment advice or a recommendation to buy, sell, or otherwise transact in any digital asset including any products or services or an invitation, offer or solicitation to engage in any investment activity with respect to any digital asset.

The digital assets about which information is provided via the Services are not viewed by the issuer or sponsor, or those buying or selling the digital asset, as securities under U.S. laws or relevant applicable laws. As a result, it is unlikely that fulsome disclosures from the issuer or sponsor, or any executive officer associated with the digital asset or related protocol have been provided, and others may have better or more information than the information made available to you via the Services or to which you may independently have access.

There are risks associated with investing in digital assets. Loss of principal is possible. Volatility is highly likely, and some of the protocols and platforms may fail entirely due to forking, flaws in the code, hacking, or other malicious attacks. Some high-risk investments may use leverage, which will accentuate gains and losses. A digital asset's past investment performance is not a guarantee or predictor of future performance.

THESE TERMS OF SERVICE DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH AN INVESTMENT IN ANY OF THE DIGITAL ASSETS OR PRODUCTS THAT MAY BE VIEWED OR TRACKED ON THIS SITE OR THROUGH THE SERVICE. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE INVESTMENT ADVICE BEFORE TAKING ANY DECISION TO PURCHASE OR TRADE A DIGITAL ASSET.

04Conditions of access and use

User conduct

You are solely responsible for all code, video, images, information (including but not limited to transaction and cost basis information), data, APIs, text, software, music, sound, photographs, graphics, messages, and other materials ("content") that you make available to Basisfyle via the Service, including without limitation by uploading, providing, posting, publishing, displaying, connecting via API or via Third-Party Services integrations, or otherwise making available to Basisfyle (hereinafter, "upload(ing)") or by emailing or otherwise making available to other users of the Service (collectively, "User Content"). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Basisfyle. Basisfyle reserves the right to investigate and take appropriate legal action against anyone who, in Basisfyle's sole discretion, violates this provision, including removing the offending content from the Service, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Service to:

  • email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Basisfyle, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Basisfyle or its users to any harm or liability of any type;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;
  • violate any applicable local, state, national, or international law, or any regulations having the force of law;
  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • solicit personal information from anyone under the age of 18;
  • harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
  • further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
  • obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Service;
  • circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Service Content (as defined below)) available on or through the Service, including through the use of virtual private networks; or
  • engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Basisfyle from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).

Competitors

No employee, independent contractor, agent, or affiliate of any competing provider of crypto asset management or tax compliance services is permitted to view, access, or use any portion of the Service without the express written permission from Basisfyle. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Basisfyle or any of its affiliates, or acting on behalf of a competitor of Basisfyle in using or accessing the Service.

Fees

To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide information regarding your credit card or other payment instrument. You may also be asked to provide additional cryptocurrency portfolio and wallet information, and other information that will assist us in providing the Services to you. You may further be asked for API access for certain accounts, which may be aggregated for you on Basisfyle. You represent and warrant to Basisfyle that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with Basisfyle or the Payment Processor (as defined below), as applicable, of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Basisfyle the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. If your payment plan includes an ongoing subscription that is automatically renewed periodically, you hereby authorize Basisfyle (through the applicable Payment Processor) to bill your payment instrument in advance on such periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Basisfyle know within thirty (30) days after the date that Basisfyle charges you. We reserve the right to change Basisfyle's prices at any time. If Basisfyle does change prices, Basisfyle will provide notice of the change through the Service user interface, a pop-up notice, email, or through other reasonable means, at Basisfyle's option, at least thirty (30) days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You will be responsible for all taxes associated with the Service, other than taxes based on Basisfyle's net income. For Organization accounts, the Organization is responsible for selecting the applicable payment plan and for payment of all fees incurred by its Org Users, unless otherwise agreed in writing by Basisfyle. If the Organization fails to make any payment when due, Basisfyle reserves the right, in addition to any other rights or remedies, to suspend or terminate the Organization's and any associated Org Users' access to the Service. The Organization remains responsible for all fees incurred prior to suspension or termination.

Payment processing

Notwithstanding any amounts owed to Basisfyle hereunder, Basisfyle does not process payment for any services. To facilitate payment for the Service via bank account, credit card, or debit card, we use third-party payment processors (collectively, "Payment Processors"), including without limitation Stripe, Inc. and its affiliates ("Stripe") and are subject to the Stripe terms and conditions and other policies available at stripe.com/legal and Stripe's Global Privacy Policy available at stripe.com/privacy (collectively, the "Payment Processor Agreements"). By agreeing to these Terms of Service, users that use the payment functions of the Service also agree to be bound by the applicable Payment Processor Agreement for the payment function the user is using, as the same may be modified by the applicable Payment Processor from time to time. You hereby authorize the applicable Payment Processor to store and continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Service. Please contact the applicable Payment Processor for more information. Basisfyle assumes no liability or responsibility for any payments you make through the Service.

Refunds, cancellations, and changes

Payments made by you hereunder are final and non-refundable unless otherwise determined by Basisfyle. If you would like to request a refund, you can contact us with your purchase receipt, your refund request, and your reason for the refund. Refunds are not possible once you have downloaded any of the tax forms or CSV files (including Transaction History CSV). You may cancel or manage your subscription online at any time.

Automatic renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH RENEWAL OF YOUR SUBSCRIPTION AND YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR INTENT TO CANCEL, YOUR SUBSCRIPTION AND THE CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE EACH OF BASISFYLE AND PAYMENT PROCESSORS (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEE AND ANY APPLICABLE TAXES, USING ANY OF YOUR PAYMENT METHODS. YOU UNDERSTAND AND ACKNOWLEDGE THAT, UNLESS REQUIRED BY APPLICABLE LAW, YOU WILL NOT BE ENTITLED TO RECEIVE ANY REFUND OR CREDIT FOR ANY SUCH CANCELLATION, SUSPENSION, OR TERMINATION, NOR FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION, ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION, ANY USAGE OR SUBSCRIPTION FEES FOR ANY PORTION OF THE SERVICE, ANY CONTENT OR DATA ASSOCIATED WITH YOUR USER ACCOUNT, OR ANYTHING ELSE, AND THAT ANY SUCH REFUNDS OR CREDITS MAY BE GRANTED AT OUR SOLE OPTION AND IN OUR SOLE DISCRETION.

Commercial use

Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

Electronic communications

Visiting or using the Services or sending emails to Basisfyle constitute electronic communications. By visiting the Site, using the Services, or sending emails to Basisfyle, you consent to receive electronic communications and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically, via email, or on the Services, satisfy any legal requirement that such communications be in writing.

05Sanctions and anti-money laundering

You understand and acknowledge that the Services may be subject to export control laws and regulations. You will comply with all applicable import and export and re-export control and trade and economic sanctions laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. State Department. You represent and warrant that:

  • You will not access the Services from any country, region, territory or jurisdiction that is the target of comprehensive territorial or embargo-like sanctions administered by OFAC (each such country, region, territory or jurisdiction a "Sanctioned Country"), which, as of the date of these Terms of Service, are Crimea, Cuba, Iran, North Korea, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic;
  • You will not provide access to the Services to any person that is, or that is owned or controlled by a person that is, the target of any sanctions administered or enforced by OFAC or the U.S. Department of State (collectively, "Sanctions"), or that is located, organized or resident in any Sanctioned Country;
  • None of you, your subsidiaries, directors, officers, employees, agents or affiliates is a person that is, or is owned or controlled by persons that are, the target of any Sanctions;
  • None of you, your subsidiaries, directors, officers, employees, agents or affiliates are located, organized, or resident in, or owned or controlled by persons that are located, organized or resident in a Sanctioned Country;
  • You will not utilize the Services in any manner that, directly or indirectly, conducts, facilitates, funds or otherwise engages in activities with any person that is the target of Sanctions or is located, organized or resident in a Sanctioned Country or in any other manner that would result in a violation of Sanctions by any person, including Basisfyle;
  • You will not utilize the Services in any manner that, directly or indirectly, conducts, facilitates, funds or otherwise engages in any money laundering or terrorist financing activities or business or in any other manner that would result in a violation by any person, including Basisfyle, of any applicable law, rule or regulation of any jurisdiction concerning or relating to anti-money laundering, including the USA PATRIOT Act of 2001, as amended ("Anti-Money Laundering Laws"); and
  • You have conducted and will conduct all activities generating funds, assets or other items of value introduced to the Service in compliance with applicable Anti-Money Laundering Laws and Sanctions.

06Intellectual property rights

Service content

You acknowledge and agree that the Service may contain content or features ("Service Content") that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Basisfyle, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.

Trademarks

The Basisfyle name and logos are trademarks and service marks of Basisfyle (collectively the "Basisfyle Trademarks"). Other Basisfyle, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Basisfyle. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Basisfyle Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Basisfyle Trademarks will inure to our exclusive benefit.

Right to manage content

You acknowledge that Basisfyle does not pre-screen content, but that Basisfyle and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Basisfyle and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Basisfyle, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User content

You represent and warrant that you own all right, title and interest in and to your User Content, including all copyrights and rights of publicity contained therein. You hereby grant Basisfyle and its affiliated companies, successors, and assigns the following non-exclusive, worldwide, royalty-free, fully paid-up, transferable licenses:

  • The irrevocable, perpetual license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and/or publicly display any other content submitted or made available for inclusion on the publicly accessible areas of Basisfyle, whether in whole or in part, and the incorporation of any such content into other works in any arrangement or medium currently used or later developed.
  • The license to share your User Content with third party providers that you interact with and permit sharing of User Content with via the Services, including, but not limited to, via Third Party Transactions. You acknowledge and agree that once your User Content (including cost basis information, tax lot data, and other transaction-related information) is shared with a third-party provider, such third party's use, retention, and disclosure of your User Content will be governed solely by such third party's own terms of service and privacy policy, and Basisfyle shall have no responsibility or liability for such third party's handling of your User Content. By initiating any embedded functionality, integration, or Third-Party Transaction through the Service that results in the transfer of your User Content to a third-party provider, you expressly consent to the sharing of such User Content with that third party. Where you enable automatic or recurring synchronization of your User Content with a third-party provider, you consent to the ongoing sharing of such User Content for so long as that synchronization feature remains enabled or until you terminate your Basisfyle account or applicable subscription. You are solely responsible for reviewing and understanding the applicable third party's terms and privacy practices before initiating any such transfer.
  • The license to use, for the sole purposes of providing the Services to you and as otherwise permitted by these Terms of Service (including for the creation of Usage Data (as defined below)), any financial or cryptocurrency information you may provide to us, including but not limited to prior history of cryptocurrency investing, personal cryptocurrency portfolio data, and prior tax information. This license is revocable by you at any time and will expire upon termination of these Terms of Service. You hereby expressly consent to allow us to use any personal information for the sole and express purpose of providing the Services to you. If you purchase any paid Services through which Basisfyle agrees to rebalance, through its automated investment tool, your cryptocurrency portfolio or portfolios, you hereby consent to and authorize Basisfyle to manage your portfolio or portfolios in such capacity.

You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality, and appropriateness of your User Content. You represent and warrant that the User Content you provide is accurate, up to date, and complies with all applicable laws.

You hereby authorize Basisfyle and its third-party service providers to derive statistical and usage data relating to your use of the Service ("Usage Data"). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

We provide an area for our users and Members to contribute feedback to our website and apps. Any questions, comments, suggestions, ideas, documents, feedback, reviews, proposals, or other information about the Service ("Submissions"), provided by you to Basisfyle are non-confidential and Basisfyle will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

You acknowledge and agree that Basisfyle may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Basisfyle, its users, or the public. You understand that the technical processing and transmission of the Service, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Copyright complaints

Basisfyle respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Basisfyle of your infringement claim in accordance with the procedure set forth below.

Basisfyle will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Basisfyle's Copyright Agent at [email protected] (Subject line: "DMCA Takedown Request"). A sample DMCA notification, with the required information, can be found at copyright.gov/512/sample-notice.pdf.

07Confidentiality

The Service may include non-public, proprietary, or confidential information of Basisfyle and/or of other users ("Confidential Information"). Confidential Information includes any information that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, technology, and marketing information. You will: (a) protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as you would use to protect your own highly sensitive confidential information, but in no event with less than a reasonable degree of care; (b) not use any Confidential Information for any purpose other than to exercise your rights, or to perform your obligations, under these Terms of Service; and (c) not disclose any Confidential Information to any person or entity, except your service providers or financial or legal advisors who/that (i) need to know the Confidential Information and (ii) are bound by non-use and non-disclosure restrictions at least as restrictive as those set forth in this Section.

08Third-party services and transactions

The Service may integrate with, provide links to, or otherwise enable you to access or use services, sites, technology, data, content, and resources that are provided or otherwise made available by third parties (collectively, "Third-Party Services"). Your access and use of Third-Party Services are subject to the separate terms and conditions, privacy policies, and fee schedules of such third parties, and Basisfyle is not a party to any such agreements. Basisfyle has no control over and is not responsible for any Third-Party Services, including for the accuracy, availability, reliability, security, or completeness of information shared by or available through them. Basisfyle is not an agent, representative, or fiduciary of you or any third party in connection with any Third-Party Service. You, and not Basisfyle, are responsible for all fees and charges associated with your use of any Third-Party Services. Basisfyle enables these Third-Party Services merely as a convenience, and the integration or inclusion of such services does not imply an endorsement or recommendation. Basisfyle reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on the use of any Third Party Service at any time with or without prior notice.

YOU EXPRESSLY RELIEVE BASISFYLE FROM ANY AND ALL LIABILITY THAT MAY ARISE FROM YOUR ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICES, INCLUDING, WITHOUT LIMITATION, CONTENT OR MATERIALS SUBMITTED BY OTHER USERS OF THE SERVICE.

For the avoidance of doubt, the following terms in this section provide additional details regarding specific Third-Party Services and do not limit the scope of this general disclaimer:

Third-party integrations

The Service may include features that allow you to connect your Basisfyle account with accounts on Third-Party Services. To use any such features, you must authorize the connection in the manner described by Basisfyle, which may include providing your account credentials, an API key, or another method of authorization. By providing such authorization, you grant Basisfyle authority to access, use, and store the information, data, and content made available by that Third-Party Service.

Third-party transactions

The Service may include features that act as an interface to facilitate or allow you to initiate transactions, such as the sale of digital assets or the sending, filing of documents, and receiving of payments, that are executed by or through Third-Party Services ("Third-Party Transactions"). You acknowledge and agree that:

  • Basisfyle's role is strictly limited to providing the technology interface for you to initiate such transactions. Accordingly, Basisfyle is not a party to any Third-Party Transaction, does not act as a broker, exchange, money transmitter, payment processor, or creditor, and does not have custody or control over any funds, digital assets, or payment transactions. All such transactions are conducted and executed exclusively by third-party providers, and your legal relationship is directly with that provider. Basisfyle makes no representations or warranties regarding whether such third-party providers have obtained any necessary governmental license or authorization to provide Third-Party Transactions, Third-Party Services, or any other services.
  • You are solely responsible for any and all Third-Party Transactions you initiate through the Service, including through embedded functionalities between Basisfyle and third-party providers. This responsibility includes, without limitation (i) complying with the terms and conditions, policies, and requirements of the applicable Third-Party Service; (ii) ensuring the accuracy and completeness of all instructions you provide, including any wallet addresses, transaction documentation and amounts, or other required information; (iii) reviewing and ensuring the accuracy and completeness of Third-Party Transactions proposed by a Third-Party Service prior to execution by or through your cryptocurrency wallet, including any wallet addresses, transaction amounts, or other proposed information; (iv) paying all fees that may be charged by or through the applicable Third-Party Service; and (v) complying with all applicable laws and regulations governing the Third-Party Transaction, including without limitation any tax or anti-money laundering requirements. Basisfyle does not monitor or review any Third-Party Transactions. All such transactions may be irreversible, and, accordingly, losses due to erroneous, fraudulent, or accidental Third-Party Transactions may not be recoverable.
  • Basisfyle shall not be liable for any losses, damages, or claims arising from Third-Party Transactions, including but not limited to: (i) any failure, delay, error, or pricing slippage in transaction execution; (ii) any security breach or loss of funds experienced on the third-party platform; (iii) any software, hardware, or network failures of the third-party provider; (iv) errors in Third-Party Transaction data caused by third-party provider software, hardware, or networks, including with respect to the type of cryptocurrency, amount of cryptocurrency, or destination wallet; (v) any actions or inactions of the third-party provider; (vi) any inaccuracies, errors, or omissions in cost basis information, tax lot data, or other User Content once transferred to or processed by a third-party provider; or (vii) any third party's use, interpretation, modification, or reliance upon User Content received from Basisfyle through embedded functionalities or Third-Party Transactions. Your decision to engage in any transaction is made at your own risk. For the avoidance of doubt, the general disclaimers, limitations of liability, and indemnification obligations in these Terms of Service apply fully to your use of Third-Party Transaction features.

Without limiting the foregoing, the Service may include features that enable you to create, send, and manage payment instructions for cryptocurrency from time to time, and to receive payments for those instructions. You acknowledge and agree that any such activity is a Third-Party Transaction for purposes of these Terms of Service, and all such transactions are executed through our connected third-party integrations with your designated wallets, exchanges, or other accounts. All such activity is subject to the terms applicable to Third-Party Services, third-party integrations, and Third-Party Transactions as set forth in these Terms of Service.

09Third-party affiliate marketing

Basisfyle receives affiliation fees from third-party businesses through referral links on the Basisfyle website or app. We recommend products and services based on the anticipated needs of our users and will always make it clear when we receive a commission, referral, or other fee based on those recommendations.

10Indemnification

You agree to defend, indemnify, and hold harmless Basisfyle, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Basisfyle Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. For Organization accounts, the Organization will be solely responsible and liable for all acts and omissions of its Org Users, and any act or omission by any Org User that would constitute a breach of these Terms of Service if taken by the Organization will be deemed a breach of these Terms of Service by the Organization. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Basisfyle Party from or against any liability, losses, damages, or expenses incurred as a result of any gross negligence or willful misconduct of such Basisfyle Party. Basisfyle will provide notice to you of any such claim, suit, or proceeding. Basisfyle reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Basisfyle's defense of such matter. You may not settle or compromise any claim against the Basisfyle Parties without Basisfyle's written consent.

11Disclaimer of warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE BASISFYLE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
THE BASISFYLE PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. THE BASISFYLE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING WHETHER THEY HAVE OBTAINED ANY NECESSARY GOVERNMENTAL LICENSE OR AUTHORIZATION TO PROVIDE THE SERVICES TO YOU.
NO ADVICE AND/OR INFORMATION, WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM BASISFYLE OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

12Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE BASISFYLE PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE BASISFYLE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE BASISFYLE PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID BASISFYLE IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SHOULD YOU INTEND TO CREATE OR TO JOIN ANY SERVICE, RECEIVE OR REQUEST ANY NEWS, MESSAGES, ALERTS OR OTHER INFORMATION FROM US OR OUR SERVICES CONCERNING COMPANIES, STOCK QUOTES, INVESTMENTS OR SECURITIES, PLEASE REVIEW THE SECTIONS ON DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY HEREIN. IN ADDITION, FOR THIS PARTICULAR TYPE OF INFORMATION, THE PHRASE "LET THE INVESTOR BEWARE" IS APPROPRIATE. BASISFYLE'S CONTENT IS PROVIDED PRIMARILY FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES SHALL NOT BE A SUBSTITUTE FOR TRADING ADVICE, INVESTMENT ADVICE, LEGAL ADVICE, OR TAX ADVICE FROM A LICENSED PROFESSIONAL. CERTAIN OF THE PAID SERVICES MAY PROVIDE ACCESS TO AN ADVISOR, BUT BASISFYLE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, USEFULNESS OR AVAILABILITY OF ANY INFORMATION TRANSMITTED AND/OR MADE AVAILABLE BY WAY OF OUR SERVICES, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY TRADING AND/OR INVESTMENT DECISIONS BASED ON ANY SUCH INFORMATION.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED "DISCLAIMER OF WARRANTIES" AND "LIMITATION OF LIABILITY" ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
IN NO EVENT WILL BASISFYLE BE LIABLE FOR ANY LOSSES OR DAMAGES RESULTING FROM (A) ANY FAILURE OR DELAY OF A THIRD-PARTY SERVICE, INCLUDING ANY CRYPTOCURRENCY EXCHANGE OR BLOCKCHAIN NETWORK, (B) ANY UNAUTHORIZED ACCESS TO, OR USE OF, YOUR OR ANY ORG USER'S ACCOUNTS OR DATA THAT RESULTS FROM YOUR FAILURE TO IMPLEMENT REASONABLE SECURITY PRACTICES, OR (C) THE ACTS OR OMISSIONS OF ANY ORG USER.

13Dispute resolution by binding arbitration

Please read this section carefully as it affects your rights.

a. Agreement to arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Basisfyle, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Basisfyle are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Opt Out. If you are a new user, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting these Terms of Service by emailing us at [email protected] with your full, legal name and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of these Terms of Service, including the provisions regarding controlling law or the courts in which any disputes must be brought.

b. Prohibition of class and representative actions and non-individualized relief

YOU AND BASISFYLE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BASISFYLE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

c. Pre-arbitration dispute resolution

Basisfyle is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by contacting us. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Basisfyle should also be sent to our contact us page ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Basisfyle and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Basisfyle may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Basisfyle or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Basisfyle is entitled.

d. Arbitration procedures

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures, including the AAA's Consumer Arbitration Rules (collectively, the "AAA Rules"), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

e. Costs of arbitration

Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Basisfyle will pay all Arbitration Fees. If the value of the relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Basisfyle will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Basisfyle will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the AAA Rules.

f. Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

g. Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.

h. Future changes to Arbitration Agreement

Notwithstanding any provision in these Terms of Service to the contrary, Basisfyle agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Basisfyle written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).

14Termination

You agree that Basisfyle, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including for lack of use or if Basisfyle believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. Basisfyle may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Basisfyle may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Basisfyle will not be liable to you or any third party for any termination of your access to the Service.

15User disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service, and Basisfyle will have no liability or responsibility with respect thereto. Basisfyle reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

16General

These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Basisfyle governing your access and use of the Service, and supersede any prior agreements between you and Basisfyle with respect to the Service. Notwithstanding the foregoing, if you or your Organization have entered into a separate written agreement with Basisfyle governing your access to and use of the Service (an "Enterprise Agreement"), the terms and conditions of such Enterprise Agreement shall prevail over any conflicting terms in these Terms of Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms of Service or your or your Organization's use of the Service. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Basisfyle submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, California. The failure of Basisfyle to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Basisfyle; any attempted assignment in violation of this provision will be null and void. For Organization accounts, any direct or indirect change of control of the Organization (including by merger, consolidation, stock transfer, or sale of all or substantially all assets), or assignment by operation of law, will be deemed an assignment requiring Basisfyle's prior written consent. Basisfyle may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Basisfyle will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Basisfyle's reasonable control.