Terms of Service

1.1Parties. These Terms of Service (the “Terms”) are a binding agreement between Further Theory, LLC, a Massachusetts limited liability company with its principal place of business in Boston, Massachusetts (“Further Theory”, “we”, “us”), and the organisation on whose behalf the Service is accessed (“Customer”, “you”). Together with any order form, pilot letter, the data processing addendum described in 1.5, the Acceptable Use Policy and any policy referenced in these Terms, they form the entire agreement between us (the “Agreement”). Baseworthy is the name of the product Further Theory provides; throughout these Terms, “Baseworthy” means the product and “Further Theory” means the company you are contracting with.

1.2Acceptance. You accept the Agreement by creating an account, submitting a waitlist request, uploading data, accepting an invitation to a workspace, or otherwise using the Service. If you do not accept it, do not use the Service.

1.3Authority. The individual accepting these Terms represents that they are at least 18 years old and are authorised to bind the Customer. If they are not, that individual accepts the Agreement personally and remains responsible for all use of the account. Further Theory is entitled to rely on that representation without inquiry.

1.4Business use only. The Service is offered solely for business and professional purposes. It is not directed to consumers, and no consumer-protection right that depends on consumer status arises from its use.

1.5Data processing addendum. Where you are subject to a data-protection law that requires a written agreement before a processor may handle personal data, Further Theory’s data processing addendum governs the personal data contained in Customer Data. It is provided on request, forms part of any pilot or subscription agreement, and Further Theory may, at its discretion, accept it without signature where you need a countersigned copy on file. Requests go to privacy@baseworthy.com.

1.6Order of precedence. Where terms conflict, the order of precedence is: (a) a signed order form or master agreement executed by an authorised representative of Further Theory; (b) the data processing addendum; (c) these Terms; (d) all other policies and documentation. No purchase order, vendor portal term, supplier code of conduct, click-through on your systems, or other document issued by you has any effect, even if Further Theory signs or acknowledges it, and any such term is expressly rejected.

2.1The Service. Baseworthy receives descriptions, drawings, specifications, links and other material describing something you want manufactured, uses software and third-party artificial-intelligence models to research United States manufacturers that may be able to make it, to prepare requests for quotation and send them to suppliers you approve, to manage follow-up, and to organise the replies and quotes that come back, together with the research, fit levels, evidence, citations and unconfirmed items presented alongside them (collectively, “Output”). The Service is that functionality and the workspace in which your people review, correct and record decisions about Output.

2.2Output is an estimate, not a fact, a price or advice. Output is a probabilistic estimate generated in part by artificial-intelligence systems and by automated reads of third-party sources. It may be incomplete, out of date, or wrong. Output is not a quotation, an offer, an appraisal, a valuation, a benchmark of your peers, a guarantee of achievable price, a representation about any supplier or manufacturer, or engineering, procurement, financial, tax or legal advice. Further Theory does not vet, audit, certify, inspect, qualify or endorse any manufacturer. That a manufacturer appears in Output, or carries any fit level, rank or label, is not a representation that it is qualified, certified, licensed, insured, solvent, available, or able or willing to perform, that any certification or capability it claims is accurate or current, or that any quote it gives will be honoured. Figures described as gaps, opportunities, ranges, timelines or annualised amounts are modelled estimates, not realised or realisable outcomes.

2.3You decide; you verify. You are solely responsible for evaluating Output, for verifying it against your own engineering, commercial and legal judgement, and for every decision you take, including any decision to contact, qualify, approve, engage, order from, pay or rely on any manufacturer or supplier, and any decision to renegotiate, re-source, insource, redesign, terminate a supplier relationship, or make or withhold a payment. Qualifying a manufacturer — including confirming its certifications, capacity, insurance, financial standing and fitness for your part — is your responsibility and not ours. You must not treat Output as the sole basis for any such decision, and you must not present Output to a third party as a Further Theory warranty of price, capability, certification or qualification.

2.4Third-party sources and links. The Service surfaces links, catalogue offers and other material from third parties. Further Theory does not control, endorse, verify or take responsibility for that material, its availability, or its accuracy, and the inclusion of a source is not a recommendation of any supplier.

2.5Beta, pilot and free offerings. Free workspaces, pilots, trials, previews and any feature identified as beta or experimental (“Beta Offerings”) are provided for evaluation only. A paid Early Access subscription is not a Beta Offering. Further Theory may change, limit, suspend or withdraw a Beta Offering at any time, for any reason, without notice and without liability. Beta Offerings are excluded from every service commitment, and section 11 applies to them with the lower cap stated there.

2.6Change of the Service. Further Theory may modify, add to or discontinue any part of the Service, including its methods, prompts, models, verdict categories and interfaces, at any time. For paid subscriptions, Further Theory will use commercially reasonable efforts not to materially degrade the core functionality you paid for during a paid term, except where a change is required by law, by a security consideration, or by a change in the availability, terms, pricing or behaviour of a third-party service or model on which the Service depends. Where Further Theory materially degrades core functionality in breach of this 2.6 and does not restore it within thirty days of your written notice, your sole and exclusive remedy is to terminate the affected subscription and receive a pro-rated refund of pre-paid, unused fees.

2.7Usage limits. The Service is subject to limits on requests, sourcing runs, outreach volume, storage, file size and model usage, which Further Theory may set, publish and change. Further Theory may throttle, queue, suspend or charge for usage that exceeds a published limit, that is automated, or that imposes disproportionate cost or load on the Service or its providers, and may act immediately where necessary to protect the Service, its providers or other customers.

3.1Workspace. Data is held in a workspace belonging to a single Customer and kept separate from every other Customer’s workspace. The person who creates a workspace, and any person they designate, may invite, remove and change the permissions of other users.

3.2Users. You are responsible for every act and omission of anyone who accesses the Service through your workspace or credentials, whether or not authorised by you, and for their compliance with the Agreement. You must keep credentials confidential, use them only within your organisation, and notify us promptly at security@baseworthy.com of any suspected compromise.

3.3Domain-based control. Where a workspace is associated with an email domain you control, Further Theory may treat a person with administrative authority over that domain as authorised to claim, administer or receive control of the workspace, and may act on instructions from them.

3.4Service messages. Further Theory may send service, security, billing and administrative messages to the addresses associated with your account. These are not marketing messages, and you cannot opt out of them while your account remains active.

4.1Customer Data. “Customer Data” means the descriptions, drawings, specifications, CAD files, photographs, links, quotes, part descriptions, prices, volumes, supplier and manufacturer names, correspondence with suppliers, corrections, context and other material you or your users submit to, or generate through, the Service. As between the parties, you retain all right, title and interest in Customer Data.

4.2Licence to us. You grant Further Theory a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, parse, analyse and otherwise process Customer Data, and to sublicense the same to the subprocessors listed on our subprocessors page, in order to provide, secure, support, evaluate and improve the Service, to develop Further Theory’s products, services and methods, and to comply with law. This licence ends when the Customer Data is deleted under section 9.4, subject to backups expiring in the ordinary course and to Further Theory’s continuing rights in Service Data under 4.4, which survive.

4.3What we will not do with it. Further Theory will not: (a) sell or licence Customer Data; (b) disclose Customer Data to another customer, or provide another customer with any material from which you, your users, your suppliers or your prices can reasonably be identified; (c) submit Customer Data to a third-party model provider for the training of that provider’s models; or (d) publish material that identifies you without your prior written consent. Nothing in this 4.3 restricts Further Theory’s creation, ownership or use of Service Data under 4.4, nor disclosure or transfer of Customer Data (i) where required by law or legal process, (ii) to Further Theory’s professional advisers and auditors under a duty of confidence, (iii) as necessary to establish, exercise or defend a legal claim or to enforce the Agreement, or (iv) to an acquirer or successor in connection with a merger, financing, reorganisation or sale of all or part of Further Theory’s business or assets. These commitments survive termination.

4.4Service Data. Further Theory may generate, retain and exploit configuration, security, telemetry, log and performance data, and statistical, aggregated and de-identified measures derived from Customer Data and from use of the Service, for any lawful business purpose — including operating, securing, evaluating and improving the Service and its methods, developing new products and services, and producing benchmarks, indices, market analyses and other aggregate research, whether or not offered commercially (“Service Data”). Service Data is created in a form that does not identify you, your users, your suppliers or your prices, and Further Theory will not reconstitute it into Customer Data or attempt to re-identify it. Further Theory owns all right, title and interest in Service Data, and its rights in Service Data survive termination.

4.5Your warranties about the data you send. You represent and warrant, on each submission, that:

• you own the Customer Data or have all rights, consents and permissions necessary to submit it and to grant the licence in 4.2;
• submitting it does not breach any non-disclosure agreement, supply contract, confidentiality obligation, export-control restriction or law that binds you, including any obligation owed to the supplier whose prices you submit;
• it contains no personal data beyond business-contact details, and no special-category, health, financial-account, biometric, children's or government-identifier data; and
• it contains no material that is unlawful, infringing, malicious, or classified or otherwise controlled for national-security purposes.

4.6No obligation to review. Further Theory has no obligation to screen Customer Data, but may review, refuse, remove or restrict any material at its discretion where it reasonably believes the Agreement or the law requires it.

4.7Retention is yours to manage. Further Theory is not an archive of record. You are responsible for keeping your own copies of anything you submit and of any Output you need to retain, and for exporting it before your account ends.

5.1Our intellectual property. Further Theory and its licensors own the Service and everything in it other than Customer Data, including the software, database schemas, pipelines, prompts, prompt versions, scoring and confidence methods, evidence taxonomy, verdict logic, templates, user interface, designs, documentation, the Baseworthy and Further Theory names and marks, and all improvements to any of them. No rights are granted except those expressly stated.

5.2Licence to you. Subject to the Agreement and to payment of any fees, Further Theory grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence, during the term, to access and use the Service and to use Output for your own internal business purposes, including in negotiations with your own suppliers.

5.3Output. As between the parties, you may use Output as described in 5.2, and Further Theory claims no ownership of your negotiated outcomes. Output is generated by models that produce similar results for similar inputs; Further Theory may generate and provide identical or similar output to other customers, and nothing in the Agreement restricts it from doing so. Output that incorporates Further Theory templates, language, structure or method remains subject to 5.1, and you may not extract, resell or redistribute it as a product or service.

5.4Feedback. If you send Further Theory suggestions, corrections, evaluations, comparisons or other feedback about the Service, you grant Further Theory a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit it for any purpose, with no obligation of attribution, compensation or confidentiality.

5.5Publicity. Further Theory may identify you as a customer, and use your name and logo, in customer lists, on its website, and in sales, marketing and investor materials. You may withdraw that permission by written notice, and Further Theory will cease using them in new materials within thirty days; materials already published or distributed need not be recalled. Further Theory may state figures or outcomes drawn from your use of the Service only in a form that does not identify you, unless you consent in writing. You may not use Further Theory’s name, marks or figures publicly without its prior written consent.

6.1You must not, and must not permit anyone to:

• copy, modify, translate, decompile, disassemble or reverse-engineer any part of the Service, or attempt to derive its source code, prompts, model configuration or methods;
• use the Service, or any Output, to build, train, evaluate, fine-tune or improve a competing product, model or dataset, or to benchmark the Service for publication;
• resell, sublicense, rent, timeshare, or operate the Service as a service bureau, consultancy deliverable or agency offering for third parties;
• access the Service by automated means other than a documented interface, or scrape, crawl, bulk-export or systematically retrieve Output;
• circumvent usage limits, rate limits, tenant boundaries, authentication or any technical restriction;
• probe, scan or test the security of the Service except under written authorisation from Further Theory;
• submit prompts or inputs intended to make the Service produce material that breaches the Acceptable Use Policy, or to extract system prompts or another tenant's data;
• misrepresent Output as verified fact, as a Further Theory quotation, or as an appraisal, to a supplier, an auditor, a court, a regulator or a counterparty; or
• use the Service in violation of export-control, sanctions, competition or anti-corruption law, including to coordinate pricing with a competitor or to facilitate a bid-rigging or price-fixing arrangement.

6.2Competition-law caution. The Service is a unilateral analysis tool for your own purchasing. Nothing in it authorises the exchange of competitively sensitive information with a competitor, and you are solely responsible for your compliance with competition law.

7.1Free offerings. Where the Service is provided free of charge, no fees are due, and Further Theory may impose usage limits or end the free offering at any time.

7.2Paid subscriptions. Fees, currency, billing frequency and term are set out in the applicable order form. Unless the order form says otherwise, fees are invoiced in advance, are payable within thirty days of invoice, are non-cancellable, and all payments are non-refundable, including for partial periods, unused capacity and periods of suspension under 9.2.

7.3Renewal and price changes. Subscriptions renew automatically for successive terms equal to the initial term unless either party gives written notice of non-renewal at least thirty days before the end of the then-current term. Further Theory may change fees for any renewal term on thirty days’ notice before the renewal date.

7.4Overdue amounts. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, from the due date until paid. You will reimburse reasonable costs of collection, including legal fees. Further Theory may suspend the Service for any amount more than fifteen days overdue.

7.5Taxes. Fees exclude all taxes, duties and withholdings. You are responsible for all such amounts other than taxes on Further Theory’s net income. If withholding is required, you will gross up so that Further Theory receives the full invoiced amount.

7.6Invoice disputes. You must dispute an invoice in writing within fifteen days of its date, giving reasons, or it is deemed accepted. Undisputed amounts remain payable.

8.1Definition. “Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Service, its methods, prompts, non-public documentation, pricing and roadmap are Further Theory’s Confidential Information.

8.2Obligations. Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel, affiliates, contractors, advisers and subprocessors who need it and are bound by materially similar obligations. Further Theory’s obligations under this section are subject to sections 4.2 and 4.4, and its exercise of the rights granted there — including the creation, ownership and use of Service Data — is not a breach of this section.

8.3Exclusions and compelled disclosure. The obligations do not apply to information that is or becomes public without breach, was known without a duty of confidence, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, giving prompt notice where lawful and reasonably practicable.

8.4Precedence over other confidentiality agreements. This section supersedes any prior or subsequent non-disclosure agreement between the parties covering the same subject matter, unless that agreement is signed by an authorised representative of Further Theory and expressly states that it supersedes this section.

9.1Term. The Agreement begins on acceptance and continues until all subscriptions have expired or the Agreement is terminated. Free accounts continue until terminated by either party.

9.2Suspension. Further Theory may suspend or restrict all or part of the Service immediately, with notice where practicable, if it reasonably believes that your use threatens the security, integrity or availability of the Service or another tenant; that the Agreement or the Acceptable Use Policy has been breached; that an amount is overdue; or that suspension is required by law or by a supplier of a third-party component. Suspension does not relieve you of payment obligations.

9.3Termination. Either party may terminate for material breach not cured within thirty days of written notice. Further Theory may terminate any free account, Beta Offering or pilot at any time on notice, for convenience, and may terminate any paid subscription for convenience on thirty days’ written notice, in which case the refund in 9.4 is your sole and exclusive remedy. Either party may terminate immediately if the other becomes insolvent or enters bankruptcy, receivership or an assignment for the benefit of creditors.

9.4Effect of termination. On termination, your right to access the Service ends. You may request an export of Customer Data during the thirty days after termination, in the formats the Service then provides; Further Theory has no obligation to provide, and may withhold, an export while any amount is overdue or while the Agreement or the Acceptable Use Policy is being breached. After those thirty days Further Theory may delete Customer Data and will delete it on request. Deletion from backups occurs as those backups expire in the ordinary course. Termination does not entitle you to a refund, except where Further Theory terminates a paid subscription for convenience, in which case it will refund pre-paid, unused fees for the remainder of the term as your sole and exclusive remedy.

9.5Survival. Sections 1.5, 1.6, 2.2–2.4, 4.1–4.7, 5, 6, 7, 8, 9.4, 9.5, 10, 11, 12 and 13 survive termination.

10.1As is. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, ALL OUTPUT AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS. FURTHER THEORY AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

10.2No warranty as to Output. FURTHER THEORY DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, REPRODUCIBLE, FREE OF ERROR OR SUITABLE FOR ANY PURPOSE, THAT ANY MANUFACTURER IDENTIFIED IS QUALIFIED, CERTIFIED, SOLVENT, AVAILABLE OR ABLE OR WILLING TO PERFORM, THAT ANY CLAIM ATTRIBUTED TO A MANUFACTURER IS ACCURATE OR CURRENT, THAT ANY QUOTE WILL BE GIVEN OR HONOURED, THAT ANY ESTIMATED GAP IS ACHIEVABLE, OR THAT ANY SAVING WILL BE REALISED. YOU ASSUME THE ENTIRE RISK OF RELIANCE ON OUTPUT AND OF ANY DEALING WITH A MANUFACTURER IDENTIFIED THROUGH THE SERVICE.

10.3No availability warranty. FURTHER THEORY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. NO SERVICE-LEVEL COMMITMENT APPLIES UNLESS SET OUT IN A SIGNED ORDER FORM.

10.4Third-party dependencies. The Service depends on third-party artificial-intelligence providers, hosting providers and public sources. Further Theory is not liable for their acts, omissions, outages, rate limits, content changes or discontinuation, and may substitute any of them at any time.

10.5Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions the exclusions apply to the greatest extent permitted, and any implied warranty that cannot be excluded is limited to thirty days from first delivery.

11.1Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FURTHER THEORY IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OR UNREALISED SAVINGS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, PROCUREMENT OF SUBSTITUTE SERVICES, SUPPLIER DISPUTES, PRODUCTION STOPPAGE, OR LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY. This exclusion is for Further Theory’s benefit only. Your liability to Further Theory is not limited by this section or by 11.2, and Further Theory may recover every head of damage listed above, including lost profits and loss of goodwill.

11.2Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FURTHER THEORY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO FURTHER THEORY IN THE TWELVE MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED US DOLLARS (US$100). FOR FREE ACCOUNTS, PILOTS AND BETA OFFERINGS, THE CAP IS ONE HUNDRED US DOLLARS (US$100) IN AGGREGATE.

11.3Nature of the cap. The cap is aggregate across all claims and is not increased by multiple claims, multiple order forms, multiple users or affiliates. It applies to contract, tort, negligence, strict liability, statute and every other theory.

11.4Exceptions. Sections 11.1 and 11.2 do not limit your payment obligations, your obligations under section 12, your liability for breach of section 5, section 6 or section 8, or any liability that applicable law does not permit to be excluded or limited.

11.5Allocation of risk. The parties agree that these limitations are an essential basis of the bargain, that Further Theory would not provide the Service on these commercial terms without them, and that they apply even if a limited remedy fails of its essential purpose.

11.6Limitations period. To the extent permitted by law, any claim against Further Theory arising out of or relating to the Agreement or the Service must be brought within one year after the claim accrues, or it is permanently barred. This section does not shorten any limitations period otherwise available to Further Theory, including for unpaid fees and for breach of section 5, 6 or 8.

12.1Your indemnity. You will defend, indemnify and hold harmless Further Theory, its affiliates and their managers, members, officers, employees, contractors and agents from and against any third-party claim, demand, proceeding or investigation, and all resulting losses, damages, fines, settlements and reasonable legal fees, arising out of or relating to: (a) Customer Data, including a claim that it infringes, misappropriates or was disclosed in breach of an obligation you owed to a supplier or other third party; (b) your or your users’ use of the Service or of Output, including reliance on Output and any communication of Output to a supplier or other third party; (c) your breach of the Agreement, the Acceptable Use Policy or any law, including competition, export-control, sanctions, anti-corruption and data-protection law; and (d) any dispute between you and a supplier, customer, employee or affiliate of yours.

12.2Procedure. Further Theory will use reasonable efforts to notify you of the claim, and a failure or delay in notice does not relieve you of your obligations under 12.1 except to the extent you are materially prejudiced by it. Further Theory may participate with its own counsel at its own expense, and may assume sole control of the defence at your expense if you fail to defend diligently. You may not settle any claim in a way that imposes an obligation, admission or restriction on Further Theory without its prior written consent.

12.3Further Theory indemnity. Further Theory has no indemnification obligation under these Terms. A defence and indemnity against third-party claims that the Service, as provided by Further Theory and used in accordance with the Agreement, infringes a United States patent, copyright or trademark is available only if expressly set out in a signed order form, and is then subject to the cap in 11.2.

13.1Governing law. The Agreement and any dispute arising out of it are governed by the laws of the Commonwealth of Massachusetts, United States, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

13.2Informal resolution first. Before starting an arbitration or a proceeding, the complaining party must send a written description of the dispute to legal@baseworthy.com and allow sixty days for good-faith resolution. This period tolls any applicable limitations period.

13.3Binding arbitration. Any dispute not resolved under 13.2 will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator, seated in Boston, Massachusetts, conducted in English. The arbitrator has exclusive authority over arbitrability, scope and enforceability of this section. Judgment on the award may be entered in any court of competent jurisdiction. The proceeding and the award are confidential.

13.4Class-action and jury waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF CLASS PROCEEDING. If this waiver is held unenforceable as to a claim, that claim alone proceeds in the courts identified in 13.5 and the remainder of this section survives.

13.5Court proceedings. Either party may seek injunctive or equitable relief for infringement or misuse of intellectual property or Confidential Information, and may bring claims for unpaid fees, in the state and federal courts located in Suffolk County, Massachusetts. Both parties submit to the exclusive jurisdiction and venue of those courts for such matters and waive any objection to them.

13.6Changes to these Terms. Further Theory may update these Terms. Material changes take effect thirty days after the updated Terms are posted with a new effective date, or immediately where required by law or to address a security or legal risk. Continued use after the effective date is acceptance. If you object to a material change, your sole remedy is to stop using the Service and terminate, with a pro-rated refund of pre-paid, unused fees for a paid term.

13.7Assignment. You may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without Further Theory’s prior written consent, and any attempt to do so is void. Further Theory may assign the Agreement freely, including to an affiliate or in connection with a merger, reorganisation or sale of assets.

13.8Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour action, epidemic, governmental action, internet or utility failure, cyber-attack, and the failure, rate-limiting or discontinuation of a third-party model, hosting or data provider. Payment obligations are not excused.

13.9Export and sanctions. You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and are not a party listed on any United States restricted-party list. You will not export, re-export or make the Service available in breach of export-control or sanctions law.

13.10Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship, and neither party may bind the other.

13.11No third-party beneficiaries. There are no third-party beneficiaries of the Agreement, except that Further Theory’s affiliates and indemnified persons may enforce sections 10, 11 and 12.

13.12Notices. Notices to you may be given by email to an address on your account or by posting in the Service, and are effective on sending or posting. Notices to Further Theory must be sent to legal@baseworthy.com and are effective on receipt.

13.13Severability, waiver and construction. If a provision is held unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce is not a waiver. Headings and plain-English glosses are for convenience only and do not affect interpretation; where a gloss and a clause differ, the clause governs. “Including” means “including without limitation”. The Agreement will not be construed against the drafter.

13.14Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior proposals, marketing materials, statements about future functionality and understandings. No amendment or waiver binds Further Theory unless in a writing signed by an authorised representative of Further Theory.