Terms Of Service

Effective as of July 1, 2021.

This agreement constitutes a binding legal contract between BaseNote LLC (“BaseNote”) (sometimes referred to as “we”, “us” or “our”) and you, with respect to your use of BaseNoteApp.com, the BaseNote app, and all websites, applications and communications that post a link to this agreement (collectively, the “Site”)(“Terms of Service”).

We reserve our right to change these Terms of Service in the future. Except as explicitly stated otherwise, your continued use of the Site will constitute deemed acceptance of our updated Terms of Service.

Site

• We may from time to time, at our sole and absolute discretion and without notice to you, update the Site (or any part of it). We will not be liable to you or any third party for any modification, variation, interruption, suspension or discontinuation of the Site.
• The Site may provide links to third party websites that are not owned, managed or controlled by us. You expressly acknowledge and agree that we are not responsible for the content of those third party websites. You are encouraged to read that third party’s terms of service, privacy policy and any other document that governs your relationship with that third party.

Account

• To access certain features on the Site, you may be required to create an account with us in the form provided by us. You agree that by registering an account with us that you: all information you provide to us during the registration process is true and accurate to the best of your belief; you are at least 18 years of age; and you have capacity to enter into contractual arrangements.
• You agree that you are solely responsible for your account and all activities conducted on your account. You must keep your password and any other login information private and secure. Your account is registered to you, and you may not assign, transfer or otherwise dispose of your interest in your account without our express written permission.
• We may, from time to time, provide rules that govern your activities whilst using your account (“Account Rules”). You expressly acknowledge and agree that you will abide by these Rules. Should you be in breach of the Account Rules, we may (at our absolute and sole discretion) restrict, prohibit, suspend or terminate your account. Should your account be terminated in accordance with this clause, we are not liable to you, or any third party, for any loss or damage suffered.
• You may terminate your account, for any reason, by notifying us. You agree, however, that by terminating your account, your experience on the Site may be limited. We are not liable to you, or any third party, for any loss or damage suffered because of this.

Communications

• By using the Site and providing your e-mail address, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. You may unsubscribe from these emails at any time.

User Submitted Content

• The Site may allow you to publish, share, store and otherwise make available certain information, text, graphics, videos, or other content (“Content”).
• We cannot guarantee the accuracy, integrity or quality of Content posted by users of the Site.
• We are not liable for any statements, representations, or Content provided by Site users. Any opinions, advice or recommendations expressed therein are those of the users providing such Content and not those of BaseNote.
• You represent and warrant that you own or otherwise control the Content you post on the Site, and that the sharing of your Content on or through the Site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
• We take no responsibility and assume no liability for Content you or any third party posts on or through the Site. However, by posting Content you grant us a perpetual, worldwide, irrevocable, unrestrictive, non-exclusive royalty-free licence to use any Content in any manner whatsoever without compensation or attribution to you.

Prohibited Uses

Unless explicitly agreed by us, you acknowledge and agree that you may not use our Site for the following purposes:

• in any way that violates any applicable local, national or international law or regulation
• impersonate or attempt to impersonate any person or entity
• engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Site
• monitor or copy any of the material on the Site for any unauthorized purpose without our prior written consent
• attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site
• use the Site in any manner that could disable, overburden, damage, or impair the Site
• attempt to interfere with the proper working of the Site in any way whatsoever

Fees and Payment

You may be required to purchase or pay a fee to access some features of the Site.

• You agree to pay all fees due and payable to us (including all applicable taxes) at the prices then in effect for your purchases.
• You represent and warrant that the information you provide to us is true, correct and complete.

Introduction to Electronic Funds Transfers

BaseNote​ processes Electronic Funds Transfers (EFTs) as an efficient method to receive electronic deposits from investors, to purchase and redeem investments and to issue refunds to investors. EFTs are processed through the vehicles described below:

• The Automated Clearing House (ACH)
• The Fedwire
• Credit Card

Electronic Funds Transfers Agreement and Disclosure

This Electronic Funds Transfers Agreement and Disclosure (this Agreement) is the contract which covers you and our rights and responsibilities concerning the EFTs services offered to you by ​BaseNote​. In this Agreement, the words “you,” “your,” and “yours” mean an individual who signs up on BaseNote​ (Platform) and utilizes the Platform to participate in offerings (and any authorized users). The words “we,” “us,” and “our” mean ​BaseNote LLC. EFTs are electronically initiated transfers of money from your bank account or credit card account, which you utilize the Platform to initiate, and which allow you to participate in BaseNote’s offerings. By using any BaseNote service, you agree to the terms and conditions in this Agreement and any amendments for the EFTs services offered.

In order to use the payment functionality of ​BaseNote, you authorize us to share your identity, bank account data and credit card account data with North Capital Private Securities (NCPS), a broker-dealer registered with the Securities and Exchange Commision and the Financial Industry Regulatory Authority, Inc., and with North Capital Investment Technology (NCIT) for the purpose of processing your EFTs, and you are responsible for the accuracy and completeness of that data. You understand that you will access and are responsible for managing your bank account data and credit card account data through the Platform. You also authorize us and NCPS and NCIT to process EFTs as you direct through ​BaseNote. You acknowledge that none of NCPS, NCIT or we will be liable for any loss, expense or cost arising out of EFT services provided through your use of BaseNote, which are based on your instruction; NCPS and NCIT are third party beneficiaries to this Agreement.

Specifications

• We may, from time to time, set certain minimum specifications required to access our Site to ensure all users have the best possible experience. You are solely responsible to obtain, keep and maintain all equipment and other software that meets our minimum specifications to enable you to have the best possible experience of our Site.
• We may from time to time, at our sole discretion and without notice to you, make variations, modifications, alterations or updates to our Site (“Enhancements”). These Enhancements may be made to improve our Site to you or to comply with relevant legal requirements.
• We will use reasonable endeavors to notify you of any scheduled disruptions to our Site, including those due to any Enhancements. However, regardless of whether a disruption is scheduled or not, we are not liable to you or any third party for any loss or damage caused by any disruption to our Site.

Copyrights and Trademarks

• Except as expressly stated otherwise, you acknowledge and agree that the original content on the Site, and the software, features and functionality comprising the Site are the exclusive property of BaseNote (the “Materials”) and its licensors.
• You agree you will not copy, reproduce, create derivative works from, transmit or distribute the Materials in any way without our prior written consent.

Limitation of Liability, Indemnities and Warranties

• Except as expressly provided by law, we shall not be liable to you or any third parties for any loss, damage, expenses or any other liability arising directly or indirectly from the performance of our services to you. To the fullest extent permitted by law, all warranties or conditions implied by statute, at law, by trade, custom or otherwise are excluded.
• You acknowledge and agree that you assume sole and entire responsibility for, and indemnify and hold us harmless from, any and all claims, liabilities, losses, expenses, responsibilities and damages by reason of any claim, proceedings, action, liability or injury arising out of or as a result of (i) your conduct in relation to these Terms of Service; (ii) your use of any material, advice or other results of the services provided to you; (iii) your relations with your clients and/or other third parties; or (iv) any breach of these Terms of Service by you.

Term and Termination

• These Terms of Service will remain in full force and effect while you use the Site.
• We may, without notice to you, immediately stop providing any services to you at our sole discretion for any reason whatsoever.
• Where these Terms of Service are terminated in accordance with these Terms of Service, they will terminate without prejudice to any rights either party may have had against the other prior to termination. Further, all provisions of which by their nature should survive termination shall survive termination, including, without limitation: (i) all intellectual property you have granted us under these Terms of Service; and (ii) your obligation to pay any fees due to us at the time of termination; and (iii) warranty disclaimers, indemnity and limitations of liability.

Assignment

• These Terms of Service will bind and inure for the benefit of the parties, including their respective successors, permitted assigns and legal representatives.
• We may, without notice to you, immediately stop providing any services to you at our sole discretion for any reason whatsoever.
• Provided your rights are not affected under these Terms of Service, we will be permitted to assign our interest in these Terms of Service without prior notice to you. However, you may not assign, transfer, novate or other dispose of your rights and obligations under these Terms of Service without our express written approval (which we may withhold in our sole discretion).

Privacy

You acknowledge that you have read and understood the terms of BaseNote’s Privacy Policy, which can be found here: https://basenoteapp.com/privacy_policy.html. You agree that we may use your information (including disclosure to third parties) in accordance with the terms of our Privacy Policy.

Non-Waiver

Our failure to exercise, or delay in exercising, our rights under these Terms of Service does not operate as a waiver of that right.

Exclusion of Implied Relationships

Nothing in these Terms of Service shall be deemed or construed to constitute any party a partner, agent, representative, employer or employee of another party or to create any trust or commercial partnership unless specifically otherwise provided. We do not owe you any duty of good faith under these Terms of Service.

Severability

If any part of these Terms of Service are held to be illegal, invalid, or unenforceable, then that part shall be deemed deleted and shall not affect the validity and enforceability of the remaining provisions of these Terms of Service.

Entire Agreement

These Terms of Service constitute the entire agreement between the parties with respect to the Company’s services and supersede all previous versions of the Terms of Service, understandings, arrangements, agreements, and communications, whether verbal or written, between the parties.

Applicable Law and Jurisdiction

These Terms of Service shall be governed by and construed in accordance with Delaware law. Both parties agree to submit to the jurisdiction of the courts of Delaware with respect to any claim or dispute arising out of these Terms of Service.