Terms of Service

Last Updated: February 25, 2026

These Terms of Service (these “Terms”) constitute a legally binding agreement between Baseshift, Inc., a Delaware corporation (“Baseshift”) and the individual or entity (“Customer”, “you” or “your”) accessing or using the proprietary Software-as-a-Service platform made available by Baseshift (the “Platform”).

These Terms govern Customer’s access to and use of the Platform and any related software components, connectors, tools, APIs and documentation provided by Baseshift (collectively, the “Services”).

By clicking “I agree” (or similar), registering for an Account (as defined below), downloading or installing any Software Component (as defined below) or otherwise accessing the Platform or using the Services, you agree to be bound by these Terms, as well as to Baseshift’s Privacy Policy, which is incorporated herein by reference and constitutes an integral part hereof (the date of such acceptance, the “Effective Date”). If you do not agree to these Terms, you must not access the Platform or use the Services.

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case “Customer”, “you” and “your” will refer to such entity. If you do not have such authority, you may not accept these Terms or use the Services.

If Customer subscribes to paid Services, the applicable subscription plan, Fees (as defined below), billing cycle, and any additional commercial terms displayed to Customer at checkout and/or within the Platform will form part of Customer’s order (each, an “Order”), and each Order is incorporated into and governed by these Terms. In the event of a conflict between an Order and these Terms, the Order will control solely with respect to the subject matter of such conflict.

Definitions
1. “Account” means the Customer’s account on the Platform enabling the use and management of the Services.
2. “Affiliates” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of fifty percent (50%) or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
3. “Authorized User” means an employee, consultant, contractor, or agent of Customer who is authorized by Customer to access and use the Services under Customer’s Account.
4. “Baseshift Technology” means the hosted cloud-based solutions and related technology made available by Baseshift as part of, or in connection with, the Services, including the Platform, the Software Components and any other software, code, tools, APIs, connectors, and technology provided by Baseshift, including any updates, modifications, and derivative works thereof. Baseshift Technology does not include Third Party Services, third party connectors or third-party open-source software.
5. “Confidential Information” means all non-public information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including Customer Data and the Baseshift Technology. Confidential Information does not include information that: (i) is or becomes publicly available through no breach by the Receiving Party; (ii) was lawfully known to the Receiving Party without restriction before receipt from the Disclosing Party; (iii) is lawfully received by the Receiving Party from a third party without breach of any obligation; or (iv) was independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
6. “Customer Data” means any data, information or other content that Customer or its Authorized Users submit, transmit, make available or upload to or through the Services, including, without limitation, workload-derived content such as query logs (including SQL text/parameters), stack traces associated with queries, schema metadata and DDL diffs, and any and all outputs generated by the Services based on such data, information, or other content, excluding Usage Data (as defined below).
7. “Documentation” means the Baseshift user manuals, handbooks, and guides relating to the Services available to the Customer, as may be updated from time to time by Baseshift.
8. “Software Components” means the software components, agents or connectors provided by Baseshift and installed in Customer’s environment that enable Customer to access and use the Services.
Access and Use
1. Access Grant. Subject to Customer’s compliance with these Terms and payment of the applicable Fees (if any), Baseshift grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term (as defined below), solely for Customer’s internal business purposes and in accordance with the Documentation and applicable law.
2. License to Software Components. If Customer is required to download, install or run any Software Components in Customer’s environment in order to access or use the Services, Baseshift grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to install and use the Software Components during the Term solely as necessary for Customer’s authorized use of the Services in accordance with these Terms and the Documentation. For the avoidance of doubt, any third-party open-source software included in any Software Component shall be subject to its applicable license terms.
3. Restrictions. Customer will not, and will not permit any Authorized User or third party to: (i) copy, modify, or create derivative works of the Services, the Baseshift Technology, or Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, the Baseshift Technology, or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any source code, underlying ideas, algorithms, or non-public interfaces of the Services or the Software Components, except to the extent such restriction is prohibited by applicable law; (iv) remove, obscure, or alter any proprietary notices; (v) interfere with, disrupt, or attempt to gain unauthorized access to the Services or related systems; (vi) use the Services to develop, provide, or support a competing product or service; (vii) bypass any security measures or usage limits of the Services; or (viii) use the Services in violation of applicable law.
4. Changes to the Services. Baseshift may modify, change, update, or discontinue all or any part of the Services. Baseshift will use commercially reasonable efforts to provide prior notice of any material changes that adversely impact Customer’s use of the Services during a paid Subscription Term (as defined below); provided that Baseshift may implement changes without notice to the extent required for security, maintenance, compliance, or to address a vulnerability or outage.
5. Support. Baseshift may provide technical support for the Services, in accordance with its then-current support policies. Unless otherwise agreed in an Order, support is provided on a “commercially reasonable efforts” basis.
6. Third Party Services. The Services may integrate with, interoperate with, or allow Customer to enable or access third-party services, software, or applications (“Third Party Services”). Customer’s use of any Third Party Services is subject solely to the applicable third party’s terms and conditions. Customer is solely responsible for enabling and maintaining any integrations with Third Party Services and for complying with all applicable third party terms. To the extent Customer authorizes access to or transmission of Customer Data through a Third Party Service, Baseshift is not responsible for, and disclaims any liability arising from, any use, disclosure, modification, deletion, or loss of Customer Data by or through such Third Party Service, or any act or omission of the applicable third party. Baseshift does not endorse, and makes no representations or warranties regarding, any Third Party Services.
Customer Responsibilities
1. Account Security; Authorized Users. Customer is solely responsible for: (i) maintaining the confidentiality of its Account credentials; (ii) all access to and use of the Services under its Account, including by Authorized Users; and (iii) ensuring that all Authorized Users comply with these Terms. Customer will promptly notify Baseshift if it becomes aware of any unauthorized access to or use of the Account or the Services.
2. Customer Systems; Configuration; Backups. Customer is solely responsible for: (i) obtaining and maintaining all equipment, systems, infrastructure, and third-party software and services necessary to access and use the Services; (ii) backing up Customer Data and implementing appropriate measures to prevent unauthorized access to Customer Data within Customer’s environment; and (iii) properly configuring, securing, and maintaining Customer’s systems and environment in accordance with the Documentation. Where the Services require the installation of Software Components in Customer’s environment, Customer is responsible for installing updates, patches, and upgrades provided by Baseshift. Baseshift is not responsible for performance issues or security vulnerabilities caused by Customer’s failure to update Software Components or maintain its environment. In addition, Customer is solely responsible for configuring masking policies and proxy settings to ensure that no sensitive or regulated data is transmitted to Baseshift’s SaaS environment (e.g., via query logs or telemetry) unless strictly necessary for the use of the Services.
3. Customer Data. Customer represents and warrants that: (i) Customer has obtained and will maintain all rights, consents, and permissions necessary to provide Customer Data to Baseshift and to permit Baseshift to process Customer Data as contemplated under these Terms; (ii) Customer Data and Customer’s use of the Services will not violate any applicable law, regulation, or third-party rights (including privacy, data protection, and intellectual property rights); and (iii) Customer will not provide the Services with, or otherwise submit, upload, or transmit through the Services, any: (a) data that Customer is not legally permitted to use; (b) malware, malicious code, or other harmful content; or (c) protected health information (HIPAA), payment card data (PCI-DSS), or other sensitive data subject to specific regulatory requirements, unless agreed otherwise in writing.
Fees and Billing
1. Fees. To the extent Customer subscribes to paid Services, Customer will pay all fees specified in the applicable Order (the “Fees”). Fees may include subscription fees and usage-based charges, which may be calculated based on Customer’s actual usage of the Services. If Customer’s usage exceeds plan limits, Customer may be charged additional fees and/or automatically moved to a different plan, in each case as presented to Customer in the Services. Except as expressly required by applicable law, Fees are non-refundable.
2. Monthly Billing; Payment Authorization. Unless otherwise agreed in an Order, Fees are billed monthly. Customer must provide Baseshift (or its designated third-party payment processor) with a valid payment method. By providing a payment method, Customer authorizes Baseshift to charge such payment method for all Fees due.
3. Taxes. Fees are exclusive of any taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”). Customer is responsible for all Taxes associated with Customer’s purchase and use of the paid Services. If Baseshift is required by law to collect or remit any Taxes, Customer will pay such Taxes unless Customer provides Baseshift with a valid tax exemption certificate.
4. Failed Payments. If Customer’s payment method is declined or otherwise cannot be charged, Baseshift may suspend Customer’s access to the paid Services immediately and without notice until payment is received.
5. Changes to Fees. Baseshift may change its Fees at any time. Any changes to Fees for an existing paid subscription will become effective upon notice to Customer and no earlier than the start of the next billing cycle. Customer’s continued use of the paid Services after the effective date constitutes Customer’s acceptance of the revised Fees.
Term, Termination and Suspension
1. Term. These Terms are effective as of the Effective Date and will remain in effect until terminated in accordance with these Terms (the “Term”).
2. Paid Subscriptions. To the extent Customer subscribes to paid Services, the initial subscription term shall be as specified in the Order and will automatically renew for successive periods of the same duration (each, a “Subscription Term”), unless either party gives notice of non-renewal or Customer cancels the subscription via the Account settings prior to the end of the then-current Subscription Term. Unless otherwise stated in the Services or required by applicable law, cancellation will be effective at the end of the then-current billing cycle and Fees are non-refundable.
3. Suspension or Termination by Baseshift. Baseshift may suspend Customer’s access to all or any portion of the Services (including any Accounts or Software Components) or terminate these Terms immediately upon notice if: (i) Customer’s payment method fails or Fees are past due; (ii) Customer breaches these Terms and fails to cure such breach within seven (7) days after notice (or immediately if the breach is not curable); or (iii) Baseshift reasonably believes Customer’s use (a) poses a security risk to the Services, Baseshift or its Affiliates, Customer, or any third party; or (b) is fraudulent or unlawful.
4. Effect of Termination. Upon termination or expiration of these Terms: (i) Customer’s rights to access and use the Services will cease; (ii) Customer must cease all use of the Services; and (iii) Customer is obliged to delete any Software Components from its environment and destroy all copies under its control.
5. Data Retention. Customer is responsible for exporting or downloading its Customer Data prior to termination or expiration. Following termination or expiration, Baseshift may delete Customer Data in its possession within a reasonable period of time (or immediately for Free Services), unless Baseshift is legally required to retain such data.
6. Survival. The following Sections shall survive any termination or expiration of these Terms: 5.4 (Effect of Termination), 6 (Free Tier; Trials; Beta Services), 7 (Intellectual Property), 8 (Confidentiality), 9 (Data and Privacy), 10 (Disclaimer of Warranties; Limitation of Liability), 11 (Miscellaneous), and any other provisions that by their nature are intended to survive.
Free Tier; Trials; Beta Services. Baseshift may offer certain plans, features, or access to the Services on a free-of-charge basis, including free tiers, trials, proof-of-concepts, and pre-release or beta features (collectively, “Free Services”). Free Services may be subject to additional limitations (including usage caps, feature restrictions, and time limits) as presented to Customer in the Services. Baseshift may modify, suspend, or discontinue Free Services (or any part thereof), at any time, with or without notice. Baseshift may terminate Customer’s access to Free Services at any time in its sole discretion. Free Services are provided “AS IS” and “AS AVAILABLE”, without warranties or representations of any kind. To the maximum extent permitted by law, Customer assumes all risk arising from or relating to its access to and use of Free Services. Customer’s sole and exclusive remedy for any dissatisfaction with, or claims relating to, Free Services is to stop using the Free Services.
Intellectual Property
1. Baseshift Rights. Baseshift (and its licensors, where applicable) is and shall remain the sole and exclusive owner of all rights, title, and interest in and to the Services, Baseshift Technology, Documentation, Usage Data, and all related intellectual property rights. No rights are granted to Customer other than as expressly set forth herein.
2. Customer Data. As between the parties, Customer retains all right, title and interest in and to Customer Data. Customer grants Baseshift a worldwide, non-exclusive, royalty-free right during the Term to host, use, access, process, transmit, and display Customer Data solely as necessary to provide, secure, operate, maintain, and improve the Services and to perform Baseshift’s obligations under these Terms, including through automated analysis and reporting features (e.g., PR-gates) and to develop and improve the Services (including training and improving models), subject to Section 9.4 and, where applicable, the DPA. To the extent Customer Data includes Personal Data, Baseshift’s processing of such Personal Data is subject to the DPA and applicable data protection laws, and where required Baseshift will use aggregated and/or de-identified data for model training and similar improvement purposes.
3. Feedback. If Customer or any of its Authorized Users provide any suggestions, ideas, or other feedback regarding the Services (“Feedback”), Customer grants Baseshift a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose, without restriction or obligation.
Confidentiality
1. Protection. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms; and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein.
2. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
Data and Privacy
1. Security Measures. Baseshift will employ commercially reasonable physical, administrative, and technical safeguards, customary for companies at a similar stage and scope of business, designed to protect the security, confidentiality, and integrity of Customer Data stored within the Baseshift SaaS environment. Notwithstanding the foregoing, where the Services are deployed in Customer’s environment (“On-Prem Model”), Customer acknowledges that Baseshift does not control the physical or logical security of Customer’s infrastructure; accordingly, for the On-Prem Model, Baseshift’s security obligations under this Section are limited to the Baseshift Technology hosted by Baseshift and the security of software components provided by Baseshift.
2. Privacy Policy. Baseshift may process personal information received during Account registration and communications with Customer and Authorized Users in accordance with Baseshift’s Privacy Policy available at baseshift.com/privacy-policy (the “Privacy Policy”).
3. DPA. To the extent Customer Data includes any information that identifies, or could reasonably be used to identify, a natural person (“Personal Data”), such Personal Data will be processed by Baseshift solely on behalf of Customer and in compliance with applicable data protection and privacy laws. Such processing is governed by Baseshift’s Data Processing Addendum available at baseshift.com/dpa (the “DPA”), which is incorporated herein by reference. Customer acknowledges the Services may process query logs and schema metadata (and reports derived from them) as part of providing the Services (e.g., reporting/analysis/PR-gates), as described in the Documentation; in deployments where transmission of workload logs is configurable (e.g., On-Prem Model), Customer controls those settings.
4. Usage Data; Analytics. Notwithstanding anything to the contrary, Baseshift may collect and use service telemetry, operational logs, and usage metrics about the Services’ performance and reliability (“Usage Data”) to operate, support, and improve the Services. Usage Data does not include Customer Data such as query logs, schema metadata, SQL text/parameters, stack traces, snapshots or clone contents, or derivatives of the foregoing. Baseshift may also use Usage Data in an aggregated and de-identified form for its business purposes, including statistical analysis and product development, provided that such data does not identify Customer or any individual.
Disclaimer of Warranties; Limitation of Liability
1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, BASESHIFT TECHNOLOGY, AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BASESHIFT DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES MAY BE INACCESSIBLE OR INOPERABLE FROM TIME TO TIME FOR ANY REASON, INCLUDING DUE TO SCHEDULED OR UNSCHEDULED MAINTENANCE, TELECOMMUNICATION OR NETWORK FAILURES OR CAUSES BEYOND BASESHIFT’S REASONABLE CONTROL. BASESHIFT DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY CUSTOMER DATA WILL BE SECURE, NOT LOST, OR NOT ALTERED. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT INTENDED AS A BACKUP SERVICE AND ASSUMES ALL RISK ARISING FROM ITS USE OF THE SERVICES.
2. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS AND LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO BASESHIFT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR FREE SERVICES, BASESHIFT’S TOTAL LIABILITY WILL NOT EXCEED $100.00.
3. Indemnification by Customer. Customer will defend, indemnify, and hold harmless Baseshift and its Affiliates and their respective officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Customer Data and/or Customer’s or any Authorized Users’ use of the Services in breach of these Terms or applicable law.
Miscellaneous
1. Changes to Terms. Baseshift may modify these Terms at any time. If Baseshift makes material changes, it will provide Customers subscribed to paid Services with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer’s Account or by messaging through the Services. Customer’s continued use of the Services after the effective date of any such changes constitutes Customer’s acceptance of the modified Terms.
2. Governing Law; Jurisdiction. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. The exclusive jurisdiction and venue for any dispute arising out of or relating to these Terms will be the state and federal courts located in Delaware, and each party submits to the personal jurisdiction of such courts.
3. Assignment. Customer may not assign or transfer these Terms or any rights or obligations hereunder without Baseshift’s prior written consent. Baseshift may assign these Terms without restriction to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment shall be void.
4. Export Compliance. Customer will comply with all applicable export and import laws and regulations in connection with its access to and use of the Services, including any download or installation of Software Components.
5. Force Majeure. Baseshift will not be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, internet or telecommunications failures, or governmental actions.
6. Entire Agreement. These Terms (including all Orders) constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements and understandings.
7. Relationship. The parties are independent contractors. These Terms do not create a partnership, agency, or employment relationship.
8. Notices. Baseshift may provide notices under these Terms by email to the email address associated with Customer’s Account or through the Services. Customer may provide notices to Baseshift by email to legal@baseshift.com.
9. Severability and Waiver. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

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