Terms of Service

1. Definitions and Interpretation

1.1 Key Definitions

For the purposes of these Terms of Service, the following definitions shall apply:

1.2 Interpretation

• References to sections, subsections, or paragraphs are references to sections, subsections, or paragraphs of this Agreement
• Headings are for convenience only and do not affect interpretation
• Words in the singular include the plural and vice versa
• References to persons include individuals, corporations, partnerships, and other legal entities
• Words such as "including," "includes," and "include" are deemed to be followed by "without limitation"

2. Acceptance and Scope of Agreement

2.1 Agreement Formation

By accessing, downloading, installing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. This Agreement becomes effective upon your first use of the Services and remains in effect until terminated in accordance with these terms.

2.2 Authority to Accept

If you are accessing or using the Services on behalf of an organization, you represent and warrant that:

• You have the authority to bind that organization to this Agreement
• You are at least 18 years of age
• The organization is duly organized and validly existing
• The execution and performance of this Agreement has been duly authorized

2.3 Electronic Agreement

You acknowledge that this Agreement is entered into electronically and that your electronic acceptance constitutes your signature and agreement to be bound by all terms herein.

2.4 Modifications to Terms

We reserve the right to modify these Terms of Service at any time. Material changes will be communicated through:

• Email notification to your registered email address
• Prominent notice on our website or within the Services
• In-application notifications for significant changes

Your continued use of the Services after such notification constitutes acceptance of the modified terms.

3. GSB Infrastructure Authorization and Licensing

3.1 Authorization

Apexbase LLC operates under the comprehensive authorization of Ali YILDIRIM, the original developer and intellectual property owner of the GSB (Global Software Base) infrastructure. This authorization includes:

• Exclusive rights to develop, enhance, and commercialize GSB infrastructure
• Authority to create derivative works and improvements
• Rights to license GSB technology to customers and third parties
• Permission to provide technical support and maintenance services
• Authorization to collect and process data necessary for GSB operations
• Rights to market, sell, and distribute GSB-based solutions globally

3.2 Intellectual Property Chain of Title

The intellectual property rights in the GSB infrastructure flow as follows:

1. Original Development: Ali YILDIRIM developed the GSB infrastructure as the original author and owner
2. Authorization Grant: Ali YILDIRIM granted comprehensive rights to Apexbase LLC
3. Customer License: Apexbase LLC grants limited usage rights to customers under this Agreement

3.3 Scope of Customer License

Subject to your compliance with this Agreement, Apexbase grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and use the Services for your internal business purposes
• Use the Documentation in connection with your authorized use of the Services
• Allow your Authorized Users to access and use the Services

4. Account Registration and Management

4.1 Account Creation

To access certain Services, you must create an account by providing accurate and complete information, including:

• Legal name and contact information
• Valid email address
• Billing and payment information
• Business information and intended use details
• Any additional information required for verification

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breaches
• Using strong passwords and enabling two-factor authentication when available
• Ensuring that Authorized Users comply with security requirements

4.3 Account Information Updates

You must promptly update your account information to ensure accuracy, including:

• Contact information changes
• Billing address modifications
• Changes in organizational structure
• Updates to authorized users

4.4 Account Suspension and Termination

We may suspend or terminate your account for:

• Violation of these Terms of Service
• Non-payment of fees
• Fraudulent or illegal activities
• Security threats or vulnerabilities
• Violation of acceptable use policies

5. Services Description and Availability

5.1 Service Offerings

Apexbase provides various Services, including but not limited to:

• GSB Infrastructure Solutions: Core platform services based on GSB technology
• Cloud Hosting Services: Managed hosting and infrastructure services
• Software Development Tools: Development platforms and APIs
• Technical Support: Customer support and technical assistance
• Professional Services: Consulting, implementation, and custom development
• Training and Documentation: Educational resources and technical documentation

5.2 Service Levels and Availability

We strive to maintain high service availability but do not guarantee uninterrupted service. Service levels include:

• Target Uptime: 99.9% availability for core Services
• Maintenance Windows: Scheduled maintenance may affect availability
• Support Hours: Business hours support with emergency contact options
• Response Times: Support response times based on priority levels

5.3 Service Modifications

We reserve the right to:

• Modify, update, or discontinue Services with reasonable notice
• Add new features or functionality
• Change technical specifications or requirements
• Implement security updates and patches

5.4 Beta and Experimental Services

We may offer beta or experimental Services that:

• Are provided "as is" without warranties
• May be modified or discontinued at any time
• May have limited support or documentation
• Should not be used for production purposes

6. Acceptable Use Policy

6.1 Permitted Uses

You may use our Services for lawful business purposes that comply with all applicable laws and regulations. Permitted uses include:

• Developing and deploying business applications
• Storing and processing business data
• Integrating with third-party systems
• Creating custom solutions using our APIs
• Collaborating with team members and partners

6.2 Prohibited Uses

You are prohibited from using our Services for:

6.2.1 Illegal Activities

• Any activity that violates applicable laws or regulations
• Fraud, money laundering, or financial crimes
• Intellectual property infringement
• Privacy violations or unauthorized data collection
• Terrorism, violence, or illegal weapons trafficking

6.2.2 Harmful Activities

• Distributing malware, viruses, or malicious code
• Attempting to breach security measures
• Denial of service attacks or similar activities
• Spam, phishing, or unsolicited communications
• Harassment, abuse, or threatening behavior

6.2.3 Technical Violations

• Reverse engineering, decompiling, or disassembling our Services
• Attempting to gain unauthorized access to systems
• Exceeding usage limits or rate restrictions
• Using automated tools to scrape or extract data
• Interfering with the normal operation of Services

6.2.4 Commercial Violations

• Reselling or redistributing Services without authorization
• Creating competing services using our technology
• Benchmarking for competitive purposes
• Using Services to benefit competitors

6.3 Content Restrictions

You may not upload, store, or transmit content that:

• Infringes on intellectual property rights
• Contains personal information without proper consent
• Violates privacy laws or regulations
• Is defamatory, obscene, or offensive
• Contains hate speech or discriminatory content
• Promotes illegal activities

6.4 Compliance Monitoring

We reserve the right to:

• Monitor usage for compliance with this policy
• Investigate suspected violations
• Remove or disable access to violating content
• Suspend or terminate accounts for violations
• Report violations to appropriate authorities

7. Payment Terms and Billing

7.1 Fees and Charges

Customer agrees to pay all fees associated with the Services, including:

• Subscription Fees: Recurring fees for ongoing service access
• Usage Fees: Variable fees based on consumption or usage metrics
• Setup Fees: One-time fees for service implementation
• Professional Services: Fees for consulting and custom development
• Support Fees: Fees for premium support services

7.2 Billing and Payment Methods

Billing and payment terms include:

• Payment Methods: Credit card, ACH transfer, wire transfer, or check
• Billing Frequency: Monthly, quarterly, or annually as specified
• Payment Due: Payment is due upon receipt of invoice
• Auto-Renewal: Services automatically renew unless cancelled
• Late Fees: Late payments may incur fees as specified

7.3 Pricing Changes

We may modify pricing with:

• 60 days' written notice for existing customers
• Immediate effect for new customers
• Grandfathering of existing terms for specified periods
• Right to terminate if price changes are unacceptable

7.4 Taxes and Duties

Customer is responsible for:

• All applicable sales, use, value-added, and other taxes
• Import duties and customs fees
• Providing valid tax exemption certificates when applicable
• Indemnifying Apexbase for tax-related liabilities

7.5 Refunds and Credits

Refund policies include:

• Setup Fees: Generally non-refundable
• Subscription Fees: Pro-rated refunds for service termination
• Usage Fees: Non-refundable once services are consumed
• Service Credits: May be provided for service level violations

7.6 Disputed Charges

For billing disputes:

• Contact our billing department within 30 days
• Provide detailed information about the dispute
• Continue paying undisputed amounts
• Cooperate in good faith to resolve disputes

8. Data Protection and Privacy

8.1 Data Ownership

Data ownership and rights are as follows:

• Customer Data: You retain ownership of all Customer Data
• Service Data: We own data related to service operation and performance
• Aggregated Data: We may use aggregated, de-identified data for improvements
• Derived Data: Rights to insights derived from data usage patterns

8.2 Data Processing

We process Customer Data to:

• Provide and maintain the Services
• Support customer requests and technical issues
• Improve service functionality and performance
• Comply with legal obligations
• Protect against fraud and security threats

8.3 Data Security

We implement security measures including:

• Encryption of data in transit and at rest
• Access controls and authentication systems
• Regular security assessments and penetration testing
• Employee training and background checks
• Incident response and breach notification procedures

8.4 Data Location and Transfers

Customer Data may be:

• Stored in data centers located in [specify regions]
• Transferred across borders for service provision
• Subject to local laws where stored or processed
• Protected by appropriate transfer mechanisms

8.5 Data Retention and Deletion

Data retention practices include:

• Retaining Customer Data during the service term
• Providing data export capabilities
• Deleting data upon account termination (with exceptions for legal requirements)
• Maintaining backups for disaster recovery purposes

8.6 Privacy Compliance

We comply with applicable privacy laws including:

• General Data Protection Regulation (GDPR)
• California Consumer Privacy Act (CCPA)
• Health Insurance Portability and Accountability Act (HIPAA) where applicable
• Other regional and sector-specific privacy laws

9. Intellectual Property Rights

9.1 Apexbase Intellectual Property

Apexbase owns all right, title, and interest in:

• The Services and underlying technology
• GSB infrastructure
• Documentation and training materials
• Trademarks, service marks, and logos
• Trade secrets and proprietary information
• Improvements and derivative works

9.2 Customer Intellectual Property

Customer retains ownership of:

• Customer Data and content
• Pre-existing intellectual property
• Customer trademarks and branding
• Custom applications and configurations

9.3 License Grants

9.3.1 License to Customer

Apexbase grants Customer a limited, non-exclusive, non-transferable license to use the Services during the term of this Agreement.

9.3.2 License from Customer

Customer grants Apexbase a limited license to use Customer Data solely for providing the Services and as described in our Privacy Policy.

9.4 Feedback and Suggestions

Any feedback, suggestions, or ideas provided to Apexbase become our property and may be used without obligation or compensation.

9.5 Third-Party Intellectual Property

The Services may include third-party components subject to separate license terms. Customer agrees to comply with all applicable third-party licenses.

9.6 Intellectual Property Infringement

If you believe our Services infringe your intellectual property rights, please contact us with:

• Detailed description of the claimed infringement
• Evidence of ownership or authorization
• Contact information for follow-up
• Good faith statement of accuracy

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party warrants that:

• It has the legal authority to enter into this Agreement
• Execution and performance are duly authorized
• The Agreement constitutes a valid and binding obligation
• Performance will not violate applicable laws

10.2 Service Warranties

Apexbase warrants that:

• Services will perform substantially as described in Documentation
• Services will be provided in a professional manner
• We have appropriate rights to provide the Services
• Services will comply with applicable laws

10.3 Customer Warranties

Customer warrants that:

• Customer Data does not violate applicable laws
• Customer has rights to provide Customer Data
• Use of Services will comply with this Agreement
• Customer will not engage in prohibited activities

10.4 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

10.5 Third-Party Services

We disclaim all warranties regarding Third-Party Services integrated with or accessible through our Services.

11. Indemnification

11.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Apexbase and its officers, directors, employees, and agents from and against any claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Customer's use of the Services
• Customer Data or content
• Violation of this Agreement by Customer
• Violation of applicable laws by Customer
• Infringement of third-party rights by Customer

11.2 Apexbase Indemnification

Apexbase agrees to indemnify, defend, and hold harmless Customer from and against any claims that the Services infringe third-party intellectual property rights, subject to:

• Customer providing prompt notice of claims
• Apexbase having sole control of defense and settlement
• Customer providing reasonable cooperation
• Exclusions for modifications, combinations, or misuse

11.3 Indemnification Procedures

Indemnification procedures require:

• Prompt written notice of claims
• Cooperation in defense and settlement
• Right to control defense and settlement
• No admission of liability without consent

11.4 Remedy for Infringement

If Services are found to infringe, Apexbase may:

• Obtain rights for Customer to continue using Services
• Modify Services to eliminate infringement
• Replace Services with non-infringing alternatives
• Terminate Services and provide pro-rated refund

12. Limitation of Liability

12.1 LIMITATION OF DAMAGES

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 LIMITATION OF LIABILITY

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO APEXBASE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12.3 Exceptions

Liability limitations do not apply to:

• Indemnification obligations
• Willful misconduct or gross negligence
• Violation of confidentiality obligations
• Infringement of intellectual property rights
• Death or personal injury caused by negligence

12.4 Basis of Bargain

The limitations of liability are fundamental elements of the basis of the bargain between the parties and shall apply even if any limited remedy fails of its essential purpose.

13. Confidentiality

13.1 Definition of Confidential Information

Confidential Information includes:

• Technical specifications and documentation
• Business strategies and financial information
• Customer lists and pricing information
• Source code and algorithms
• Any information marked as confidential

13.2 Obligations

Each party agrees to:

• Maintain confidentiality of the other party's Confidential Information
• Use Confidential Information only for authorized purposes
• Protect against unauthorized disclosure
• Return or destroy Confidential Information upon request

13.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach
• Is rightfully received from a third party
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or court order

13.4 Duration

Confidentiality obligations survive termination of this Agreement and continue for five (5) years thereafter.

14. Term and Termination

14.1 Agreement Term

This Agreement commences on the date of first access to Services and continues until terminated in accordance with these terms.

14.2 Termination for Convenience

Either party may terminate this Agreement for convenience with:

• 30 days' written notice for month-to-month agreements
• 90 days' written notice for annual agreements
• Immediate termination for free trial accounts

14.3 Termination for Cause

Either party may terminate immediately for:

• Material breach that remains uncured after 30 days' notice
• Insolvency or bankruptcy proceedings
• Violation of intellectual property rights
• Fraudulent or illegal activities

14.4 Effect of Termination

Upon termination:

• Access to Services terminates immediately
• Customer must pay all outstanding fees
• Each party must return Confidential Information
• Customer Data will be deleted after a reasonable transition period

14.5 Survival

The following sections survive termination:

• Payment obligations
• Intellectual property rights
• Confidentiality obligations
• Limitation of liability
• Dispute resolution

15. Force Majeure

15.1 Force Majeure Events

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including:

• Acts of God, natural disasters, or severe weather
• War, terrorism, or civil unrest
• Government actions or regulatory changes
• Labor strikes or shortages
• Infrastructure failures or cyber attacks
• Pandemic or public health emergencies

15.2 Notice and Mitigation

The affected party must:

• Promptly notify the other party of the force majeure event
• Take reasonable steps to mitigate the impact
• Resume performance as soon as reasonably possible
• Keep the other party informed of status and expected resolution

15.3 Termination Right

If a force majeure event continues for more than 90 days, either party may terminate this Agreement with written notice.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt informal resolution through:

• Direct negotiation between designated representatives
• Good faith discussions for 30 days
• Exchange of relevant information and documentation
• Escalation to senior management if necessary

16.2 Mediation

If informal resolution fails, parties agree to mediation:

• Conducted by a mutually agreed mediator
• In accordance with commercial mediation rules
• Location to be mutually agreed
• Costs shared equally between parties

16.3 Arbitration

If mediation fails, disputes shall be resolved through binding arbitration:

• Administered by the American Arbitration Association
• Conducted under Commercial Arbitration Rules
• Single arbitrator for claims under $250,000
• Three arbitrators for larger claims
• Location: Albuquerque, New Mexico

16.4 Exceptions

The following matters are excluded from arbitration:

• Intellectual property infringement claims
• Requests for injunctive relief
• Small claims court matters
• Emergency relief proceedings

16.5 Class Action Waiver

Both parties waive any right to participate in class action lawsuits or class-wide arbitration.

17. General Provisions

17.1 Governing Law

This Agreement is governed by the laws of New Mexico without regard to conflict of laws principles.

17.2 Jurisdiction

Except for arbitration proceedings, any legal actions shall be brought in the state and federal courts located in Albuquerque, New Mexico.

17.3 Entire Agreement

This Agreement, together with any referenced policies and order forms, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

17.4 Amendment

This Agreement may only be amended by written agreement signed by both parties, except that we may modify terms as provided in Section 2.4.

17.5 Assignment

Neither party may assign this Agreement without the other party's consent, except:

• Assignment to affiliates
• Assignment in connection with merger or acquisition
• Assignment to successors in interest

17.6 Severability

If any provision is found invalid or unenforceable, the remainder of the Agreement remains in full force and effect.

17.7 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

17.8 Notices

All notices must be in writing and delivered to the addresses specified in the account information or as otherwise designated by the parties.

17.9 Independent Contractors

The parties are independent contractors and this Agreement does not create any partnership, joint venture, or employment relationship.

17.10 Export Controls

Customer agrees to comply with all applicable export control laws and regulations in its use of the Services.

17.11 Government Users

If Customer is a U.S. Government entity, the Services are provided as "commercial computer software" and "commercial computer software documentation" with restricted rights.

17.12 Language

This Agreement is written in English. Any translations are provided for convenience only and the English version prevails in case of conflicts.

18. Contact Information

19. Definitions Reference

19.1 Additional Definitions

The following additional terms are incorporated by reference:

• Affiliate: Any entity that controls, is controlled by, or is under common control with a party
• Control: Ownership of more than 50% of voting securities or equivalent ownership interest
• Representative: Officers, directors, employees, agents, advisors, and contractors
• Authorized Use: Use in accordance with this Agreement and applicable Documentation
• Downtime: Periods when Services are unavailable due to system failures
• Emergency: Critical issues affecting service availability or security

19.2 Interpretation Guidelines

For interpretation purposes:

• Business days exclude weekends and federal holidays
• Written notice includes electronic communication
• Reasonable notice means at least 30 days unless otherwise specified
• Material breach means a breach that substantially defeats the purpose of the Agreement