These Terms of Service ("Terms") apply to all customers who purchase the Services through the Hosted Software (each as defined below) or any other online purchasing method without entering into an Order Form (together, "Self-Serve customers"). They also apply to all customers who access or use the Services under a free trial or a free Plan (as defined below) (together, "Free customers").
Please review these Terms carefully, as they impact your legal rights. By setting up or managing a Baseguard account and by accessing or using the Services, you accept and agree to comply with these Terms. Together with any applicable addenda or additional terms, they form the "Agreement" between you and Baseguard. If you do not accept these Terms, you should not use the Services. If you enter into this Agreement on behalf of a company, organization, or other entity, you do so on its behalf and confirm that you are authorized to bind that entity to the Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Türkiye, without regard to its conflict of laws principles.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including any issue concerning its existence, validity, interpretation, performance, breach, or termination, shall be subject to the exclusive jurisdiction of the courts and enforcement offices of Istanbul (Central), Türkiye.
1. Definitions
Certain capitalized terms are defined in this Section 1, while others are defined elsewhere in this Agreement. For the purposes of this Agreement, "Baseguard," "we," "our," or "us" refers to the applicable Baseguard entity. "Customer," "you," or "your" refers exclusively to the business entity that purchases, accesses, or uses the Services under this Agreement. If you access or use the Services on behalf of a company or through a company domain, all references to "you" shall mean that company. Baseguard and the Customer may each be referred to individually as a "Party" and collectively as the "Parties."
1.1 "Affiliate" means any entity that directly or indirectly owns, is owned by, or shares common ownership with a party, provided that such ownership represents more than fifty percent (50%) of the voting shares or other equity interests and therefore constitutes control.
1.2 "Customer Data" means any data or information relating to the configuration, operation, or management of Customer networks created using the Baseguard solution which is generated, uploaded, transmitted, or otherwise submitted to the Hosted Software by the Customer, its authorized users, or connected devices/endpoints.
1.3 "Documentation" means all online materials, policies, and guidance made available by Baseguard in connection with the Baseguard solution. This includes, without limitation, service descriptions, the Service Level Agreement ("SLA"), the Acceptable Use Policy ("AUP"), any specific terms applicable to certain plans, products, services, or promotional offers ("Special Terms"), as well as technical materials, user manuals, support resources, and any updates or revisions to any of the foregoing.
1.4 "Integrations" means any software application, feature, website, product, or service that connects with, interfaces with, or incorporates functionality of the Baseguard solution, including through the use of an API, SDK, or similar technology. The Customer and its authorized users determine which Integrations are enabled in connection with the Customer's use of the Baseguard solution.
1.5 "Order Form" means a written ordering document for the Services provided under this Agreement, executed between Baseguard or any of its Affiliates and the Customer, or between Baseguard or any of its Affiliates and any Affiliate of the Customer.
1.6 "Permitted User" means an individual person authorized by the Customer to access, use, administer, or manage the Customer's networks created through the Baseguard solution.
1.7 "Plan" means a subscription package for the Services. Baseguard offers various business subscription Plans at different pricing levels, each providing a distinct set of features, functionalities, usage limits, support levels, and configuration options. Additional information regarding available Plans is available on the Pricing page. Baseguard reserves the right to modify its Plans and applicable service fees at its discretion.
1.8 "Services" refers to all offerings made available by Baseguard under this Agreement, including its software platform, related services, and accompanying Documentation, together with any upgrades, revisions, enhancements, or derivative developments provided from time to time and utilized by the Customer. The term "Services" expressly excludes any services or products supplied by third parties.
1.9 "Baseguard Services" means the support, implementation assistance, onboarding, training, and other professional or advisory services provided by Baseguard to enable the Customer to deploy, operate, and effectively utilize the Baseguard solution.
1.10 "Baseguard Solution" means the proprietary software platforms and related services developed, operated, and made available by Baseguard, including: (i) the internet-accessible hosted platform, including the administrative console and coordination infrastructure (the "Hosted Software"); (ii) the application software installed on or operating within the Customer's or its authorized users' devices, systems, servers, containers, virtual environments, browsers, or other client endpoints (the "Client Software"); and (iii) any additional software systems or services provided by Baseguard to the Customer to the extent included within the applicable Plan.
1.11 "Traffic" means all records, files, communications, and other data or content belonging to the Customer that are transmitted across the Customer's network connections through use of the Baseguard solution.
1.12 "Updates" means any releases, upgrades, patches, fixes, corrections, enhancements, or other modifications to the Services, including software, content, or service-related improvements made available by Baseguard.
1.13 "Usage Data" means machine-generated data and related metadata produced through the normal operation or use of the Baseguard solution, including telemetry, system metrics, and log information that are created, gathered, analyzed, or identified by the Baseguard platform. Usage Data expressly excludes Customer Traffic.
2. Service Terms
2.1 Provision and Access
Subject to the terms of this Agreement, Baseguard grants the Customer and its Permitted Users the right to access and use the Services, as described in the Documentation, solely for the Customer's internal business purposes. This includes a limited, revocable, worldwide, non-exclusive, and non-transferable license to install and use the Client Software on authorized Client Endpoints in connection with the Baseguard Solution. The Customer acknowledges that its subscription to the Services is not contingent upon the delivery of any future functionality, features, or services, nor based on any oral or written statements made by Baseguard regarding potential future developments.
2.2 Ownership
All rights, title, and interest in and to the Services, including the underlying software, platforms, technologies, methodologies, and any updates, enhancements, derivative works, or improvements thereto, together with all associated intellectual property and proprietary rights, are and shall remain solely vested in Baseguard or its licensors. Except for the limited usage rights expressly granted under this Agreement, no rights or interests in the Services are transferred or granted to the Customer.
2.3 Restrictions
The Customer shall not, directly or indirectly, exploit the Services for any unauthorized commercial purpose; modify, adapt, translate, decompile, disassemble, reverse engineer, copy, reproduce, or create derivative works from the Services; resell, sublicense, lease, rent, distribute, mirror, or otherwise make the Services available to any third party; interfere with, disrupt, test, damage, or attempt to compromise the integrity, performance, or security of the Baseguard Solution; circumvent or attempt to bypass any security mechanisms; use the Services for benchmarking or competitive analysis; develop, commercialize, license, or offer any product, service, or technology that competes with the Services; or use the Services in violation of applicable laws or the Acceptable Use Policy (AUP).
2.4 Customer Responsibilities
The Customer is solely responsible for determining whether the Services meet its needs; for configuring, managing, maintaining, and securing its Customer Data and network environment, including appropriate access controls; for maintaining its Client Endpoints and ensuring Internet connectivity; for promptly installing and implementing Updates; and for procuring and safeguarding all telecommunications services, Internet access, identity provider services, hardware, software, and other third-party components required to access and use the Services.
2.5 Unauthorized Use
The Customer shall ensure that the Baseguard Solution is used strictly in accordance with this Agreement, the applicable Documentation, and Turkish Law. The Customer shall promptly notify Baseguard in writing upon becoming aware of, or reasonably suspecting, any unauthorized access to or use of the Baseguard Solution. Baseguard reserves the right, upon reasonable grounds, to suspend, restrict, or deactivate any Permitted User account that is used in violation of Turkish Law or this Agreement. The Customer shall remain fully responsible and liable for all acts and omissions of its Permitted Users, and any breach of this Agreement by a Permitted User shall constitute a breach by the Customer.
2.6 Third Party Services
The Baseguard Solution may contain, enable, or provide access to third-party websites, applications, services, content, or integrations (collectively, "Third Party Services"). Baseguard does not own, operate, or control any Third Party Services and makes no representation or warranty regarding their availability, compatibility, performance, or security. Baseguard shall have no liability arising out of or relating to any act, omission, failure, disruption, data loss, or security breach attributable to any Third Party Service. If the Customer elects to use any Integration, the Customer authorizes Baseguard to transmit Customer Data to such Integration and/or permit such Integration to access Customer Data to the extent necessary to enable interoperability with the Baseguard Solution.
2.7 Feedback
If the Customer or any Permitted User submits any feedback, ideas, suggestions, enhancement requests, or recommendations relating to the Baseguard Solution ("Feedback"), Baseguard shall have a perpetual, irrevocable, worldwide, royalty-free right to use, modify, incorporate, and commercialize such Feedback without restriction or obligation. Baseguard is under no obligation to implement any Feedback. To the extent Feedback is incorporated into the Baseguard Solution, all intellectual property rights therein shall vest exclusively in Baseguard. Except where expressly provided in the context of Research activities, Feedback shall be deemed non-confidential and non-proprietary, and Baseguard shall have no liability with respect to its use or disclosure. The submitting party shall not be entitled to any compensation or reimbursement arising from Baseguard's use of such Feedback.
2.8 Research
From time to time, the Customer or its Permitted Users may be invited to participate in studies, focus groups, workshops, beta programs, testing activities, or other research initiatives relating to the Baseguard Solution ("Research"), which may involve experimental, pre-release, or prototype features. Participation in Research is entirely voluntary and does not create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Baseguard makes no commitment to make any Research feature generally available and assumes no obligation to provide maintenance, technical support, service levels, or continued access with respect to Research. All Research features, materials, and related services are provided strictly on an "as is" and "as available" basis, without warranties of any kind.
3. Payment
3.1 Service Fees
In consideration of the access rights granted and the fulfillment of Baseguard's obligations, you agree to remit the fees and rates corresponding to your selected Subscription Plan and any additional Services (the "Fees"). Applicable Fees for your billing cycle (typically monthly or annual) are established at the time of purchase during the checkout process. Unless explicitly stated otherwise in our official Documentation or at the point of sale, all payments shall be processed via credit card. Pursuant to this Agreement, all payments are non-cancelable, non-refundable, and non-transferable. Furthermore, any authorized suspension of Services by Baseguard in accordance with these Terms does not waive or alleviate the Customer's obligation to fulfill outstanding payment liabilities.
3.2 Subscription Renewals
Your Baseguard account remains active under the selected Subscription Plan and billing cycle, with applicable Fees automatically charged to your designated payment method until a Plan modification or account termination occurs. You may adjust your Subscription Plan at any time via the instructions provided in our official Documentation. Should a Plan change occur mid-billing cycle, the Fees for the subsequent period will be prorated accordingly; however, the Customer remains liable for all outstanding Fees from the prior Plan, and Baseguard's obligations under said prior Plan shall be considered fully executed. Please note that any complimentary, promotional, or special one-time pricing will automatically revert to Baseguard's current standard list price upon renewal.
3.3 Taxation and Duties
The Fees outlined in these Terms are exclusive of all applicable sales, use, value-added (VAT), withholding, or gross receipts taxes, as well as any duties, tariffs, or export/import assessments imposed by legal authorities (collectively, "Taxes"). Any such Taxes will be itemized separately from the service Fees on your invoices. Should the Customer hold a valid tax-exemption status, a verifiable certificate must be provided to Baseguard to prevent the collection of associated Taxes. The Customer maintains sole responsibility for the settlement of all Taxes—excluding those based on Baseguard's net corporate income—and all payments must be rendered in full, without any deductions or set-offs for tax purposes. Both parties agree to cooperate in good faith to fulfill their respective tax obligations, including the exchange of necessary documentation for tax credit or refund claims.
3.4 Invoicing and Settlement
Unless otherwise specified in our official Documentation, Baseguard will issue invoices on the first day of each billing cycle for the Fees and Taxes accrued during the preceding period. Invoices may be issued via a Baseguard Affiliate. Unless stipulated otherwise, all financial obligations are denominated in U.S. Dollars (USD) and are due within thirty (30) calendar days of the invoice date, per the provided payment instructions. While Baseguard reserves the right to invoice for outstanding balances at any point during a billing term, Customers may include internal purchase order references for their administrative compliance. Any discrepancies or disputes regarding an invoice must be formally reported to Baseguard within thirty (30) days of receipt; failure to do so constitutes an irrevocable waiver of the right to contest such charges. Both parties commit to resolving any billing inconsistencies through good-faith mediation.
3.5 Delinquent Accounts
In the event of late payments or non-payment of undisputed balances (collectively, "Delinquent Accounts"), Baseguard reserves the right, at its sole discretion, to suspend the Customer's access to the Services and/or apply interest charges to the overdue amounts. If Baseguard is unable to resolve the Delinquent Account after good-faith efforts with the Customer, interest shall accrue on the outstanding undisputed amounts at a rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower. This interest will be calculated from the original due date until the date full payment is received by Baseguard. Furthermore, the Customer agrees to reimburse Baseguard for all reasonable collection costs, including legal fees and related expenses.
3.6 Third-Party Marketplace Purchases
This Section 3.6 is applicable solely to Customers who procure Services through a third-party marketplace (a "Marketplace"). In such instances, payments shall be remitted directly to the Marketplace according to your specific billing agreement with them. Any amounts settled by the Marketplace with Baseguard on your behalf are recognized as payments made under this Agreement. Service specifications and associated Fees will be governed by the purchase orders or quotes submitted to Baseguard by the Marketplace. Please note that Baseguard reserves the right to suspend or terminate service access if corresponding payments are not received from the Marketplace. Unless otherwise stipulated, any applicable refunds or credits will be issued to the Marketplace, which maintains sole responsibility for distributing these funds to the Customer. Marketplaces lack the authority to amend this Agreement or enter into commitments on behalf of Baseguard. Furthermore, Baseguard remains independent of any secondary agreements between the Customer and the Marketplace and assumes no liability for the Marketplace's operations, conduct, or offerings.
4. Term; Termination
4.1 Term
These Terms shall remain in effect from the date the Customer opens a Baseguard account and continue until the earlier of (i) the Customer closing their account, or (ii) termination of these Terms by either party in accordance with the provisions set forth herein. The entire duration during which these Terms are in effect is referred to as the "Term."
4.2 Closing Your Account
The Customer may close their Baseguard account at any time by following the instructions provided in the Baseguard Documentation. Any outstanding invoices shall become immediately due and payable in accordance with the payment terms outlined in these Terms or specified on the relevant invoice. All prepaid fees are strictly non-refundable.
4.3 Termination for Cause
Either party may terminate these Terms upon providing written notice to the other party if: (a) the other party materially breaches the Agreement and fails to remedy the breach within thirty (30) days of receiving written notice specifying the breach; (b) the other party becomes insolvent, declares bankruptcy, is subject to liquidation, insolvency proceedings, or the appointment of a receiver, or makes an assignment for the benefit of any creditor; or (c) the breach is incurable.
If the Customer terminates for cause, Baseguard shall refund any prepaid Fees on a pro-rata basis covering the remainder of the Customer's subscription term following the effective date of termination. If Baseguard terminates for cause, the Customer shall not be entitled to any refund and remains liable for all outstanding Fees as of the effective date of termination, including any unpaid Fees covering the remaining subscription period prior to termination.
4.4 Termination by Baseguard
Baseguard reserves the right to terminate these Terms and close the Customer's account upon providing notice if Baseguard determines that such termination is required by applicable law. In such cases, Baseguard shall refund any prepaid Fees on a pro-rata basis for the remainder of the Customer's payment period as of the effective date of termination.
4.5 Consequences of Termination
Upon termination or expiration of this Agreement, all rights granted to you to access and use the Services shall immediately cease, and you must promptly discontinue any use thereof. We shall have no obligation to continue providing the Services or facilitating access for any transitional period. Customer Data will be handled and deleted in accordance with our established data retention policies. Each party shall discontinue the use of the other party's Confidential Information and, upon request, return or securely destroy such information. Termination or expiration shall not release you from the obligation to pay any accrued Fees. Furthermore, such termination shall not prejudice either party's right to pursue any remedies available under Turkish law, including equitable or injunctive relief.
4.6 Continuing Effect
Termination or expiration of this Agreement shall not impact the enforceability of provisions relating to ownership, restrictions, payment obligations, termination effects, confidentiality, warranty disclaimers, indemnification, limitations of liability, and miscellaneous matters. Such provisions shall survive and remain binding to the extent necessary to fulfill their intended purpose.
5. Data Protection
5.1 Applicable Data Processing Term
The parties hereby incorporate by reference the applicable Data Processing Addendum governing the Processing of Customer Data, including any Personal Data. With respect to matters falling within the scope of the DPA, the DPA shall prevail and exclusively govern the parties' respective rights, obligations, and liabilities, superseding any conflicting data protection or confidentiality provisions of the Agreement.
5.2 Customer Traffic
Customer and its Permitted Users exclusively determine the nature, content, and destination of all Traffic transmitted through the Services. Baseguard neither monitors nor undertakes any obligation to monitor Customer Traffic and is not technically positioned to inspect the content thereof. Customer remains solely responsible for its Traffic and represents and warrants that such Traffic complies with all Turkish laws, regulations, and the Baseguard Acceptable Use Policy (AUP). Baseguard does not host, store, access, inspect, or otherwise process Customer Traffic and operates solely as a secure connectivity provider. Baseguard shall not knowingly modify the Services in a manner that would enable it to host, access, or use Customer Traffic.
5.3 Usage Data
Usage Data is processed by Baseguard in its capacity as an independent controller, consistent with applicable data protection laws and its Privacy Policy, for legitimate internal purposes tied to operating, securing, and enhancing the Services. The Customer recognizes that such processing is appropriate and proportionate to service delivery. Baseguard may also utilize anonymized or aggregated Usage Data, ensuring no identification of Customer or its users, to develop insights, improve offerings, and support marketing initiatives.
5.4 Shared Responsibility Model
The parties agree that the security of the Services is governed by a shared responsibility framework under which both Baseguard and the Customer must establish and maintain suitable administrative, technical, physical, and organizational controls to guard against accidental or unlawful destruction, loss, alteration, disclosure, or unauthorized access. Baseguard's obligations regarding Security Measures are detailed in the applicable DPA, and Baseguard warrants that it will not knowingly deploy malicious code—such as viruses, worms, Trojan horses, time bombs, or other harmful components—nor incorporate any copyleft open-source license that would require the disclosure or open-source licensing of Customer Data, Traffic, or Customer systems. The Customer is independently responsible for implementing and maintaining adequate Security Measures to protect and harden its own data, systems, and baseguard environments in accordance with its designated responsibilities.
6. Confidentiality
This clause supersedes any prior non-disclosure agreement between the Parties solely with respect to the subject matter of this Agreement; however, any information disclosed under such prior agreement shall be deemed Confidential Information and shall remain protected in accordance with the terms of this Agreement as if originally disclosed hereunder, and for the avoidance of doubt, Baseguard shall be entitled to rely exclusively on the confidentiality framework set forth herein in governing the Parties' respective rights and obligations.
6.1 Definition
"Confidential Information" encompasses all information shared by one Party with the other that is expressly identified as confidential or that, by its nature and surrounding circumstances, would reasonably be regarded as confidential, including proprietary software, research content, internal documentation, commercial data, and performance metrics; however, such designation does not extend to information that enters the public domain without fault, was previously known on a non-confidential basis, is received lawfully from a third party, or is independently created without reliance on the disclosed information.
6.2 Safeguarding of Confidential Information
As between the Parties, ownership of Confidential Information remains solely with the disclosing Party, and the receiving Party must safeguard such information with at least the same level of care it affords to its own similar confidential information, and in no case less than reasonable care, use it exclusively for purposes authorized under the Agreement, and limit disclosure to employees and professional advisers who have a bona fide need to know and who are subject to confidentiality obligations providing substantially equivalent protection; following termination or expiration of the Agreement, the receiving Party shall immediately discontinue use and securely destroy all copies of the disclosing Party's Confidential Information, except to the extent retention is mandated by Turkish law or maintained pursuant to customary archival or back-up processes, and the duty to maintain confidentiality shall continue for three (3) years thereafter, or, with respect to information qualifying as a trade secret, for so long as such status is preserved under Turkish law.
6.3 Compelled Disclosures
Notwithstanding the confidentiality obligations set forth herein, the receiving Party may disclose Confidential Information to the extent strictly required by a final and binding order of a competent court or by a legally authorized governmental authority, provided that such disclosure is limited solely to the portion of the Confidential Information that is legally required to be disclosed and is made in compliance with applicable procedural requirements.
6.4 Availability of Injunctive Relief
The Parties agree that a violation of the confidentiality obligations under this Section 6 could cause harm that cannot be adequately compensated through financial damages alone. Therefore, if such obligations are breached or threatened to be breached, the affected Party may pursue equitable remedies, including injunctive relief and specific performance, alongside any other remedies available under Turkish law.
7. Warranties & Disclaimers
7.1 Mutual Warranties
Each Party confirms that it has been properly established and continues to exist in accordance with Turkish law, that it holds all necessary authority to execute and perform this Agreement, that the Agreement is legally binding upon it, and that it will carry out its obligations in compliance with Turkish law.
7.2 Limited Product Warranty
The Provider warrants that the Solution will materially conform to its Documentation and that its essential functionality will not be substantially reduced during the subscription period. If the Customer reports a valid warranty breach, the Provider's only obligation—and the Customer's exclusive remedy—will be to correct the issue. This warranty does not cover problems caused by circumstances outside the Provider's reasonable control, third-party components, or improper or unlawful use of the Solution by the Customer.
7.3 Warranty Disclaimer
Other than the warranties explicitly stated in the Agreement, the Services are supplied without additional guarantees and are provided "as is." The Provider rejects all implied or statutory warranties, including those related to merchantability, fitness for a specific purpose, or non-infringement. No additional warranties arise from past dealings or industry practices. However, any rights that cannot legally be excluded under mandatory Turkish law remain unaffected.
8. Disputes; Choice of Law
8.1 Choice of Law
This Agreement shall be governed by and construed in accordance with Turkish law, without regard to any conflict of laws principles that would result in the application of the laws of another jurisdiction, and the Parties irrevocably submit to the exclusive jurisdiction of the competent courts and enforcement offices located in Istanbul, Turkey. In other words, regardless of any cross-border element, the contractual relationship between the Parties will be interpreted solely under Turkish substantive law, disputes will be resolved exclusively before Turkish courts, and international sales conventions shall be expressly excluded to prevent unintended application.
8.2 Statute of Limitations
To the maximum extent permitted by applicable law, any claim, demand, or cause of action arising out of or in connection with the Services or this Agreement shall be brought within one (1) year from the date on which the relevant claim first arose, failing which such claim shall be deemed irrevocably waived and time-barred. In other words, the Parties expressly agree to a contractual limitation period of one year, meaning that no dispute or legal proceeding relating to the Services or the Agreement may be initiated after the expiration of this one-year period, and any attempt to do so shall be permanently precluded.
9. Indemnification
9.1 Indemnification by Baseguard
The Provider shall defend, indemnify, and hold harmless the Customer, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim alleging that the Solution infringes or misappropriates such third party's intellectual property rights, and shall bear all damages, court-awarded costs, and reasonable attorneys' fees finally awarded or agreed in a settlement approved in writing by the Provider; in the event the Solution is enjoined or its continued use is materially restricted due to such claim, the Provider may, at its sole discretion, procure the right to continue providing the Solution, modify or replace it to render it non-infringing, or, if neither option is commercially reasonable, terminate the Agreement upon prior written notice and refund any prepaid fees on a pro-rata basis. This indemnification shall not apply to the extent the claim results from misuse of the Solution, failure to implement Updates, Customer-provided specifications, unauthorized combinations with third-party products, or any use inconsistent with the Agreement or Documentation. In essence, the Provider assumes responsibility for core IP infringement risks inherent in its Solution, while excluding liability where the alleged infringement arises from the Customer's own conduct, configurations, or non-compliant use.
9.2 Indemnification by Customer
The Customer shall defend, indemnify, and hold harmless the Provider, its Affiliates, and their respective officers, directors, employees, and agents against any third-party claim arising out of or relating to the Customer's breach of the Acceptable Use Policy or the content, nature, or legality of Customer Traffic, and shall be responsible for all damages, court-awarded costs, and reasonable attorneys' fees finally awarded or paid pursuant to a settlement approved in writing by the Customer. This indemnity allocates to the Customer the legal and financial responsibility for claims attributable to its own misuse of the Services or the data and traffic transmitted through the platform, ensuring that the Provider is protected from liabilities stemming from the Customer's conduct or operational activities.
9.3 Indemnification Procedures
Each Party's indemnification obligations shall be conditional upon the indemnified Party providing timely written notice of the relevant claim (in any event no later than thirty (30) days following receipt thereof), granting reasonable cooperation and access to relevant information, and allowing the indemnifying Party to assume exclusive control over the defense and settlement of such claim; provided, however, that no settlement involving an admission of liability, non-monetary obligations, or non-confidential terms shall be entered into without the indemnified Party's prior written consent, such consent not to be unreasonably withheld. The indemnified Party may participate in the proceedings through counsel of its own choosing at its own cost, so long as such participation does not impair the indemnifying Party's authority to direct and manage the defense. In essence, indemnity protection applies only where procedural notice and cooperation requirements are satisfied, and while the defending Party controls the strategy and resolution, it cannot impose reputational or operational consequences on the other Party without its approval.
9.4 Exclusive Remedy
This Section 9 constitutes the indemnifying Party's sole and exclusive liability, and the indemnified Party's sole and exclusive remedy, with respect to any third-party claims falling within its scope, notwithstanding any other provision of this Agreement to the contrary. In other words, for all claims covered under this indemnity framework, the rights and obligations expressly set forth in this Section fully define and limit the Parties' exposure, and no additional or alternative remedies may be pursued beyond those expressly provided herein.
10. Limitation of Liability
10.1 Except for the Excluded Liabilities, and to the fullest extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, exemplary, consequential, or punitive damages, whether or not the possibility of such damages was known, and regardless of whether the claim arises from contract, warranty, tort (including negligence or strict liability), or any other legal theory. In essence, both Parties' exposure is limited to direct damages, protecting them from speculative or high-impact claims while preserving the agreed-upon allocation of risk.
10.2 Except for Excluded Liabilities, and to the maximum extent permitted by law, neither Party's total aggregate liability to the other under this Agreement, including Customer's access to or use of the Services, shall exceed the greater of (i) USD 100 (one hundred U.S. Dollars) or (ii) the total fees paid or payable by Customer to the Provider under the agreement giving rise to the claim in the twelve (12) months preceding such claim or action, regardless of the legal theory or form of the claim. For clarity, the presence of multiple claims under this Agreement does not increase the maximum liability. This provision caps the financial exposure of each Party, ensuring predictable risk allocation and limiting potential losses to a defined monetary threshold.
10.3 For the purposes of this Section 10, "Excluded Liabilities" refer to any obligations or liabilities arising from (a) indemnification duties under Section 9; (b) breaches of Section 6 concerning confidentiality; (c) breaches of Section 2.3 concerning restrictions; (d) Customer's obligation to pay all outstanding fees; or (e) any gross negligence, willful misconduct, or fraudulent actions by a Party.
11. Trade Compliance
11.1 Sanctions and Export Controls
Under these Terms, each Party shall comply with all applicable Turkish export and import laws, as well as sanctions regulations enforced by the competent Turkish authorities (collectively, "Sanctions"). By accessing or using the Services, the Customer and its authorized users represent and warrant that neither they nor any entities they control appear on any Sanctions list or are owned or controlled by a Sanctioned party. Any attempt to access or use the Services in violation of this provision constitutes a material breach of these Terms. The Provider reserves full rights to restrict or modify access to the Services as necessary to ensure compliance with Turkish law, thereby protecting both Parties from potential legal or regulatory liability.
12. Miscellaneous
12.1 Evaluation Periods
Baseguard may, at its sole discretion, provide certain features or services to the Customer free of charge for a limited Evaluation Period, solely for purposes such as testing, trial, proof of concept, or feature evaluation. During these Evaluation Periods, the Customer acknowledges that no service-level guarantees, warranties, or contractual representations under the Agreement shall apply, and the total aggregate liability of Baseguard in connection with any Evaluation Period is strictly capped at USD 50 (fifty U.S. Dollars). Baseguard retains the full right to terminate, modify, or suspend any Evaluation Period at any time for any reason.
12.2 Modifications
Baseguard reserves the right to modify these Terms or any part of the Agreement at any time. Changes are typically effective immediately upon posting or on a specified date. While Baseguard will attempt to provide notice of significant updates via email or account alerts—and may require a formal opt-in—it is the Customer's responsibility to stay informed. If you disagree with the new terms, you may terminate your account per Section 4.2; otherwise, continued use of the Services serves as your formal agreement to the updates.
12.3 Assignment
Except in the context of a corporate merger, restructuring, or the acquisition of a majority of voting shares or substantially all assets, neither Baseguard nor the Customer may assign or transfer their respective rights or obligations under these Terms without prior written consent, which shall not be unreasonably withheld or delayed. Any assignment attempted in violation of these provisions is strictly null and void; however, subject to these limitations, the Agreement remains fully enforceable by and for the benefit of each party's legal successors and permitted assigns.
12.4 Notice Procedures
All formal communications to Baseguard must be submitted in writing via legal@baseguard.net, while notices to the Customer will be directed to the primary administrator email associated with their account. It is the Customer's sole responsibility to maintain accurate and up-to-date contact information throughout the Agreement's Term. A notice is legally deemed delivered on the business day following its transmission, provided no automated delivery failure notification (such as a "bounce back") is received. Please note that these electronic notice provisions do not waive or replace the formal legal requirements for the service of process in the event of litigation.
12.5 Force Majeure
Baseguard shall be excused from any failure or delay in fulfilling its contractual obligations due to events beyond its reasonable control that render performance impossible or commercially unfeasible. Such "Force Majeure Events" include, but are not limited to, labor disputes, material shortages, health crises (epidemics/pandemics), civil unrest, cyber-attacks (such as DDoS or ISP blocks), utility or telecommunication outages, natural disasters, acts of God, or government mandates. In such instances, Baseguard will make every reasonable effort to notify the Customer of the disruption and remains committed to restoring Services as promptly as circumstances permit.
12.6 Publicity Rights
For Self-Serve customers utilizing the Services for commercial purposes, you grant Baseguard a limited right to display your company name and logo as part of our customer portfolio within marketing collateral and on our official website. We are committed to strictly adhering to any trademark usage guidelines you provide, ensuring that any brand equity or goodwill generated from such use remains exclusively your property. While this license may be revoked upon thirty (30) days' written notice following the termination of the Agreement, please note that Baseguard reserves the right to continue utilizing any existing pre-printed promotional materials until our current inventory is depleted.
12.7 No Third-Party Beneficiaries
This Agreement is established for the exclusive benefit of Baseguard and the Customer, and is not intended to grant any rights or remedies to any third party. No outside entity shall be considered a beneficiary under these Terms, and the right to enforce any provision herein remains solely with the signing parties.
12.8 Independent Contractor Relationship
Nothing within this Agreement shall be interpreted as establishing an agency, partnership, joint venture, or employment relationship between Baseguard and the Customer. Both parties operate as independent entities; consequently, neither party possesses the legal authority to enter into agreements, assume liabilities, or create binding obligations on behalf of the other without express prior written authorization.
12.9 Waiver and Severability
A decision by Baseguard or the Customer to waive a specific breach or default under this Agreement does not imply a waiver of any prior or subsequent violations. This Agreement shall be enforced to the maximum extent permitted by Turkish law. Should any individual provision be deemed invalid or unenforceable by a court of competent jurisdiction, the remaining terms of the Agreement shall remain unaffected and continue in full legal force and effect.
12.10 Interpretations and Formatting
Section headings within this Agreement are included solely for navigational convenience and hold no legal weight or contractual influence. For the purposes of these Terms, the words "will" and "shall" are considered synonymous expressions of obligation, while terms such as "including" or "includes" are understood to be followed by the phrase "without limitation." The use of "or" is non-exclusive, and "to the extent" refers to the specific degree of an occurrence rather than a simple conditional "if." Additionally, all defined terms encompass both singular and plural forms, and unless otherwise specified by Baseguard, all references to "days" denote calendar days. Any referenced URLs include their respective successor web pages as part of this Agreement.
12.11 Customer Affiliates
Authorized Users associated with the Customer's Affiliates are permitted to utilize Baseguard Services under the same terms as the Customer's own primary users. In such instances, the Customer maintains absolute liability for the conduct, compliance, and any potential omissions of these Affiliates in accordance with this Agreement.
12.12 Entire Agreement
This Agreement represents the comprehensive and final understanding between Baseguard and the Customer, superseding all prior or contemporaneous discussions, proposals, and agreements, whether verbal or written. Unless expressly incorporated herein, no supplementary terms found in onboarding documents, support communications, or marketing materials shall have any legal effect or become part of this Agreement; any such secondary terms are hereby declared null and void.
12.13 Order of Precedence
In the event of any discrepancy or conflict between the various documents that form this Agreement, the following hierarchy shall prevail: (1) the DPA, SLA, DORA Addendum, and any Special Terms (to the extent they apply to the Customer's specific engagement); followed by (2) these primary Terms. Furthermore, any additional terms or conditions included in a purchase order or similar payment-related document issued by the Customer are expressly rejected by Baseguard and shall be deemed null and void.
12.14 Governing Language
It is the definitive agreement of both Baseguard and the Customer that this Agreement, along with all associated legal documentation, be executed and interpreted exclusively in the English language.
12.15 Execution and Electronic Signature
Baseguard and the Customer agree to be legally bound by electronic signatures, which include but are not limited to, the clicking of an "accept" button or other digital affirmations. Such executions, transmitted via email or through our digital platform, shall carry the same legal weight and binding authority as a traditional handwritten signature.