BaseBara Terms of Use

Last Updated: September 21, 2026

These Terms of Use ("Terms") are a legally binding agreement between you ("you," "your," or "Customer") and BaseBara Inc., a Delaware corporation ("BaseBara," "we," "us," or "our"), governing your access to and use of the Services.

You accept these Terms by: (a) clicking to accept them; or (b) accessing or using the Services in any other way that constitutes affirmative assent. If you do not agree, do not access or use the Services.

If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

EARLY ACCESS: The Services are currently provided as a free early-access beta, as described in Section 2.3.

1. Definitions

1.1 "AI Platform" means a third-party conversational AI product through which the Services may be accessed, including Anthropic's Claude products and OpenAI's ChatGPT products.

1.2 "BaseBara Data" means the business-to-business sales intelligence made available by BaseBara through the Services, including names, job titles, employers, business email addresses, business phone numbers (including mobile numbers used in a professional context), firmographic data, and related professional information, whether sourced from BaseBara's own dataset or from BaseBara's licensed data partners.

1.3 "Customer Data" means data, files, prompts, queries, and other content you provide to BaseBara in connection with the Services. Customer Data does not include Usage Data.

1.4 "Services" means BaseBara's MCP servers, APIs, web applications, skills, dashboards, documentation, and related services, including access to BaseBara Data.

1.5 "Usage Data" means telemetry and metadata about the provision and use of the Services (e.g., call volumes, latency, feature usage), excluding Customer Data content and excluding the content of your AI Platform conversations.

1.6 "Users" means your employees and contractors whom you authorize to use the Services under your account.

2. The Services; AI Platforms; Early Access

2.1 MCP-native delivery. The Services are designed to be used inside AI Platforms via the Model Context Protocol and related interfaces, as well as through BaseBara's own website and APIs. The current AI Platform tools are read-only: they retrieve and return requested information but do not send communications, place calls or texts, make purchases, modify data in third-party systems, or take other external actions on a user's behalf. Your use of any AI Platform is governed solely by your agreement with that AI Platform provider. BaseBara does not control, and is not responsible for, AI Platforms, their availability, their model outputs, or fees you incur with them (including token or subscription costs on your AI Platform account).

2.2 Outputs are generated by the AI Platform. When you use the Services inside an AI Platform, responses you see are composed by the AI Platform's models using, among other things, data returned by the Services. BaseBara is responsible only for the data its tools return, not for how an AI model paraphrases, summarizes, ranks, or acts on that data. You are responsible for reviewing outputs before relying on or acting on them.

2.3 Free early-access beta. The Services are currently provided free of charge as an early-access beta. "Free early-access beta" means that the Services are production-ready and currently offered without charge before planned paid offerings; it is not a trial, demo, prototype, or incomplete release. Accordingly: (a) the Services are provided AS IS and AS AVAILABLE, without any service-level, availability, or support commitment; (b) we may modify, limit, suspend, or discontinue the Services or any feature at any time, with or without notice; (c) we may impose usage limits (including rate limits and volume limits) at any time; and (d) we may add, revise, or retire features as the Services evolve, but our public descriptions will identify the functionality currently available. We will use reasonable efforts to give notice of material adverse changes.

3. Accounts; Eligibility

3.1 You must register an account with accurate, current information and keep it updated. You are responsible for all activity under your account and for maintaining the confidentiality of credentials. Credentials may not be shared; each User requires their own login. When you connect through an AI Platform, BaseBara uses OAuth 2.0 in accordance with that platform's applicable authorization requirements, requests only permissions reasonably necessary for the current tools, and requires renewed authorization before materially expanding those permissions. Notify us promptly at support@basebara.com of any unauthorized use of your account.

3.2 The Services are for business use only. Each User must be at least 18 years old and a natural person acting within the scope of their role for you. The Services are not directed to consumers or to anyone under 18.

3.3 If credentials are shared or account limits are exceeded or circumvented, we may suspend the affected credentials or the account.

4. License to You

4.1 License. Subject to these Terms and your account limits, BaseBara grants you a non-exclusive, non-transferable, non-sublicensable license, for so long as you maintain an account in good standing, to access and use the Services and BaseBara Data solely for your internal business purposes, namely to:

(a) search, view, and retrieve BaseBara Data; (b) contact individuals about matters connected to their professional roles, employers, or business activities; (c) find and qualify prospective business opportunities, research accounts and contacts, and analyze BaseBara Data in support of your B2B sales, marketing, revenue-operations, and business-development work; and (d) enrich, deduplicate, and maintain records in your own CRM and internal systems.

4.2 Retained-records license. Subject to your compliance with these Terms, BaseBara grants you a perpetual, worldwide, royalty-free license to continue using BaseBara Data records that you incorporated into your own systems, records, or workflows (for example, by saving to your CRM) while you maintained an account, solely for your internal business purposes and subject to the restrictions in Sections 5 and 6 and to Section 7.4 (suppression). This license does not extend to bulk exports made in violation of these Terms and terminates automatically if we terminate your account for material breach, in which case Section 13.3 (deletion) applies.

4.3 All rights not expressly granted are reserved. BaseBara and its licensors own the Services, BaseBara Data (as a compilation and as delivered), and all related intellectual property. Nothing in these Terms transfers ownership of any dataset to you.

5. License Restrictions

You will not, and will not permit any third party to:

(a) resell, redistribute, publish, sublicense, disclose, or otherwise make BaseBara Data or the Services available to any third party, or use them for the benefit of any third party; (b) use the Services or BaseBara Data to create, train, improve, or offer a product or service that competes with BaseBara, including a competing contact database (this does not restrict internal systems not commercially offered to others); (c) use BaseBara Data to train, fine-tune, or improve any AI or machine-learning model, except (i) your own internal models used solely for your internal business purposes and not offered commercially, or (ii) the intended, in-session use of BaseBara Data by an AI Platform to respond to your requests, which is expressly permitted; (d) scrape, crawl, or use automated means to extract data from the Services beyond the interfaces and rate limits we provide, or circumvent rate limits, usage limits, or other technical controls; (e) reverse engineer, decompile, or attempt to derive source code, models, or data-compilation methods from the Services; (f) remove proprietary notices, or misrepresent the source or provenance of BaseBara Data; or (g) interfere with the Services' operation or security, or access them via a third party's credentials without authorization.

5.1 Notwithstanding anything to the contrary, you may test, measure, and benchmark BaseBara Data against your own data, labels, and methods, and you may share your results, including publicly, provided that any public disclosure (i) is accurate and not misleading, (ii) discloses your methodology and data sources in reasonable detail, and (iii) does not disclose BaseBara Data records themselves or any personal data.

5.2 These Terms do not prohibit you from disclosing that BaseBara is the source of data you obtained through the Services.

6. Compliance; Prohibited Uses

6.1 BaseBara is not a consumer reporting agency. The Services and BaseBara Data are not "consumer reports" and BaseBara is not a "consumer reporting agency" as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA"). BaseBara Data has not been collected for FCRA purposes and may not be used for any purpose subject to the FCRA or any similar law.

6.2 FCRA certification. You certify and agree that you will not use the Services or any data obtained through them, in whole or in part, as a factor in determining any individual's eligibility for: (a) credit or insurance for personal, family, or household purposes; (b) employment, promotion, reassignment, or retention (including domestic or household roles); (c) housing or tenancy; (d) education, scholarships, or licenses; (e) government benefits; or (f) any other purpose covered by the FCRA or analogous laws in any jurisdiction. We may require re-certification, may investigate suspected violations of this Section, and will terminate accounts that violate it.

6.3 Marketing and communications laws. You are solely responsible for your communications with individuals whose information you obtain through the Services, and you will comply with all applicable laws, including the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA") and FCC regulations, the Telemarketing Sales Rule, state telemarketing and do-not-call laws, CASL (Canada), the GDPR and UK GDPR, the ePrivacy Directive and national implementations, the CCPA/CPRA and other US state privacy laws, and equivalent laws elsewhere. BaseBara Data may include mobile telephone numbers used in a professional context; calling or texting any number may be subject to heightened requirements (including consent and do-not-call obligations), you are solely responsible for determining whether and how you may lawfully call or text any number, and BaseBara does not represent that any number may lawfully be called or texted. You will not use the Services or BaseBara Data to send spam or other unlawful communications, or to bypass or circumvent any consent, opt-out, suppression, do-not-call, platform, or other legal requirement applicable to your outreach.

6.4 Prohibited uses; prohibited submissions. You will not use the Services or BaseBara Data to: stalk, harass, threaten, or intimidate any person; locate or profile an individual for non-business purposes; determine an individual's eligibility for anything described in Section 6.2; engage in fraud, deception, or impersonation; de-anonymize individuals or link BaseBara Data with sensitive data categories; send unlawful communications; violate any person's privacy, publicity, or other rights; or violate any applicable law. You will not submit to BaseBara, including through any chat interface or tool input in an AI Platform, any sensitive personal data (as defined by applicable law), health information, financial account data, government identifiers, data about minors, or any passwords, API keys, or other credentials or secrets. We do not request credentials or secrets through chat interfaces and are not responsible for secrets you expose in AI Platform conversations.

6.5 Lawful-basis responsibility. You are solely responsible for establishing your own lawful basis for processing personal data obtained through the Services (including any notice or consent obligations that apply to you as an independent controller), and you may not rely on BaseBara's own compliance analyses for your activities.

6.6 Sanctions and export. You represent that you and your Users are not located in, or ordinarily resident in, any comprehensively sanctioned country or region, are not listed on any restricted-party list, and will comply with all export control and sanctions laws.

6.7 AI Platform policies. When accessing the Services through an AI Platform, you will also comply with that platform's usage policies. Conduct that violates Anthropic's Usage Policy or OpenAI's Usage Policies is a violation of these Terms.

7. Privacy; Data Protection

7.1 Privacy Policy. Our collection and processing of personal data is described in the BaseBara Privacy Policy at https://www.basebara.com/privacy, which is incorporated by reference. With respect to BaseBara Data, you and BaseBara are each independent controllers of the personal data you each process. With respect to personal information contained in Customer Data, BaseBara acts as your service provider (or processor), as described in the Privacy Policy. Each party will comply with the data protection laws applicable to it.

7.2 Security. BaseBara maintains an information security program with administrative, technical, and physical safeguards appropriate to the nature of the data processed, including encryption of Customer Data in transit and at rest. We will notify you without undue delay of a security incident affecting your Customer Data, as required by law.

7.3 Usage Data. BaseBara may collect and use Usage Data to provide, secure, support, and improve the Services, and may use and disclose Usage Data in de-identified, aggregated form, provided neither you nor any individual is identifiable. BaseBara maintains de-identified data in de-identified form and does not attempt to re-identify it.

7.4 Suppression and deletion (data subjects). BaseBara honors opt-out, deletion, and suppression requests from data subjects in accordance with applicable law by removing the affected records from the data served through the Services. If we notify you that a person's information must be deleted (including under the California Delete Act or similar laws), you will delete that person's BaseBara Data records from your possession without undue delay, unless you have an independent lawful basis to retain them, which you determine at your own risk.

7.5 No conversation harvesting. The Services collect from your AI Platform context only the information reasonably necessary to perform the requested function and to operate, secure, and support the Services (as described in the Privacy Policy), and do not collect or store your AI Platform conversation history.

7.6 Legal process. BaseBara may access, preserve, and disclose information (including Customer Data and Usage Data) where reasonably necessary to comply with applicable law or valid legal process, to enforce these Terms, or to protect the rights, safety, or property of BaseBara, its users, or the public. Where lawful and practicable, we will give you notice before disclosing your Customer Data in response to legal process directed at you.

8. Customer Data

8.1 You retain all right, title, and interest in Customer Data. You grant BaseBara a worldwide, non-exclusive license to host and process Customer Data to provide, secure, and support the Services, and to use Customer Data in de-identified, aggregated form to improve the Services, provided neither you nor any individual is identifiable and BaseBara does not attempt to re-identify the data.

8.2 You are solely responsible for Customer Data and represent that you have all rights necessary to provide it to BaseBara for the uses described in these Terms without violating any law or third-party right.

8.3 BaseBara will not sell Customer Data, will not share Customer Data with third parties for their own purposes, and will not use Customer Data to train artificial-intelligence or machine-learning models, whether BaseBara's own or any third party's, nor permit its service providers to do so. Any future feature that learns from data you provide will require your explicit opt-in consent before you enable it.

9. Feedback

If you provide feedback or suggestions, BaseBara may use them without restriction or obligation, excluding any of your Customer Data or Confidential Information contained in them.

10. Confidentiality

Each party will protect the other party's non-public information disclosed in connection with these Terms ("Confidential Information") using at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisors under confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party before disclosure, is rightfully received from a third party without a duty of confidentiality, or is independently developed without use of the disclosing party's Confidential Information. A party compelled by law to disclose Confidential Information will, where lawful, give the other party prior notice and disclose only what is required.

11. Publicity

You agree that BaseBara may reference you as a customer, including by displaying your name and logo on our website, in customer lists, and in marketing materials, consistent with any brand or trademark guidelines you provide to us. You may withdraw this permission at any time by emailing legal@basebara.com, and we will stop new uses promptly after receiving your withdrawal.

12. Monitoring; Suspension

12.1 BaseBara may monitor use of the Services to operate, secure, and improve them and to verify compliance with these Terms, including the restrictions in Sections 5 and 6, consistent with the Privacy Policy.

12.2 We may suspend or limit access (in whole or in part) immediately if we reasonably believe: (a) your use violates Sections 5 or 6 or otherwise poses a security, legal, or reputational risk; (b) your account is compromised; or (c) suspension is required by law or an AI Platform. We will use reasonable efforts to notify you and to limit the scope and duration of any suspension.

13. Term; Termination

13.1 Term. These Terms apply from your first acceptance until your account is closed or terminated.

13.2 Termination. You may stop using the Services and close your account at any time. Because the Services are a free early-access beta, either party may terminate these Terms at any time, with or without cause, effective on notice; we may also terminate immediately for your breach of these Terms, and may deactivate accounts inactive for 6 months or more.

13.3 Effect. On termination: (a) your access ceases and we will delete Customer Data from our systems in accordance with the retention schedule in the Privacy Policy; (b) the Section 4.2 retained-records license survives, except that if we terminated your account for material breach, that license ends as well, and you will then permanently delete all BaseBara Data in your possession, instruct anyone who received such data from you to do the same, and, at our request, confirm in writing that you have done so; and (c) Sections intended to survive (including 4.2 as qualified, 5, 6, 7.3–7.6, 8–11, and 13–16) survive.

14. Warranties; Disclaimers

14.1 Each party warrants it is validly existing and authorized to enter these Terms. BaseBara warrants that it has the rights necessary to make BaseBara Data available as contemplated by these Terms.

14.2 Data disclaimer. THE SERVICES, BASEBARA DATA, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." BASEBARA DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR DELIVERABILITY OF ANY RECORD; DATA IS COMPILED FROM MULTIPLE SOURCES AND CHANGES CONSTANTLY, AND MAY CONTAIN ERRORS OR OMISSIONS. BASEBARA'S MARKETING STATEMENTS DO NOT CREATE WARRANTIES. BASEBARA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS SECTION APPLIES WITH PARTICULAR FORCE TO AN EARLY-ACCESS BETA: THE ABSENCE OF FEES DOES NOT CREATE ANY WARRANTY, SERVICE LEVEL, OR COMMITMENT THAT THE SERVICES OR ANY FEATURE WILL REMAIN UNCHANGED OR AVAILABLE.

14.3 No compliance warranty. BASEBARA DOES NOT WARRANT THAT USE OF THE SERVICES OR BASEBARA DATA WILL RENDER YOU COMPLIANT WITH ANY LAW. YOU ASSUME FULL RESPONSIBILITY FOR YOUR COMPLIANCE, INCLUDING WITH RESPECT TO OUTREACH, CALLING, AND TEXTING.

14.4 AI outputs. OUTPUTS COMPOSED BY AI PLATFORMS MAY BE INACCURATE OR INCOMPLETE. YOU ARE RESPONSIBLE FOR HUMAN REVIEW OF OUTPUTS BEFORE ACTING ON THEM, AND YOU WILL NOT USE OUTPUTS TO MAKE AUTOMATED DECISIONS WITH LEGAL OR SIMILARLY SIGNIFICANT EFFECTS ON INDIVIDUALS.

15. Dispute Resolution; Arbitration; Class Waiver

This Section provides for individual arbitration of disputes and includes a class action waiver; Section 15.6 explains how to opt out.

15.1 Governing arbitration law; survival. Because the Services involve interstate commerce, the Federal Arbitration Act (9 U.S.C. §§ 1–16) governs the interpretation and enforcement of this Section 15. This Section continues to apply after your account closes or these Terms end.

15.2 Dispute notice and informal resolution. Before either party begins an arbitration, that party must email the other a personalized dispute notice describing the problem and the outcome sought. A dispute notice to BaseBara must be sent to legal@basebara.com with the subject line "Notice of Dispute" and must include the sender's name, the email address associated with the account, a description of the claim, the relief requested, and a statement that the notice is submitted on the sender's own behalf. We will send any dispute notice to the email address associated with your account. After a complete dispute notice is delivered, either party may request a one-on-one settlement conference, held by videoconference, which you (and a representative of BaseBara) must personally attend; counsel may also participate. Neither party may file an arbitration until the informal resolution window has closed, which occurs on the later of (i) 60 days after the complete dispute notice is received, or (ii) if a settlement conference was timely requested, the conclusion of that conference. All limitations periods and fee deadlines are paused while the informal resolution window is open. Completing this process is a precondition to arbitration: if it is skipped, either party may ask a court to halt the arbitration, the arbitration provider should decline to open or bill the matter, and any arbitration already on file must be dismissed, without prejudice to refiling after compliance.

15.3 Arbitration procedures. If the dispute is not resolved informally, either party may file an individual arbitration with the American Arbitration Association ("AAA") under the AAA rules in effect at the time of filing (including, where applicable, the AAA Consumer Arbitration Rules and the AAA Mass Arbitration Supplementary Rules); where those rules conflict with this Section, this Section controls. A single arbitrator will decide the dispute, in English, on an individual basis only. The seat of the arbitration is Los Angeles County, California, and hearings will be conducted by videoconference unless the arbitrator finds that an in-person hearing is warranted or the parties agree otherwise. The arbitrator must apply these Terms and applicable law, may award any individual relief that a court could award, and will issue a written decision. Judgment on the award may be entered in any court with jurisdiction.

15.4 Individual proceedings only. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. CLAIMS MAY BE PURSUED ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR MEMBER OF A CLASS, OR IN ANY CONSOLIDATED, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING, AND THE ARBITRATOR MAY NOT JOIN OR CONSOLIDATE CLAIMS WITHOUT ALL PARTIES' CONSENT. If a court finds this paragraph unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under Section 16.5, and the remainder of this Section stays in effect.

15.5 Coordinated filings. If, within any 180-day window, 25 or more dispute notices or arbitration demands raising substantially similar issues are brought by claimants represented by the same law firm or by coordinated counsel or organizations, the claims will be resolved in batches: (a) first, claimants' counsel and BaseBara each choose up to 25 claims (50 total), which are filed and decided individually by separate arbitrators; (b) every other claim is paused: it may not be filed or administered, no fees come due on it, and its deadlines remain suspended; (c) once the first batch concludes, the parties will mediate the remaining claims in a single global mediation, with BaseBara covering the mediator's fee; and (d) if claims remain unresolved after mediation, the batching process repeats until all claims are concluded. Threshold disagreements about how this subsection applies will be decided by a process arbitrator appointed by the AAA. Every claim remains individual, and no decision in one claim binds or affects any other.

15.6 Opt-out. You may decline this arbitration agreement (including the waivers in Section 15.4 to the extent they apply only in arbitration) by emailing legal@basebara.com within 30 days of first accepting these Terms, with the subject line "Arbitration Opt-Out," and including your name, the email address associated with your account, and a statement that you are opting out. Opting out does not affect any other part of these Terms.

15.7 Exceptions. Either party may (a) bring an individual claim in small claims court if it qualifies, or (b) go to court under Section 16.5 to seek injunctive or other equitable relief, or to bring claims for infringement or misappropriation of intellectual property or for misuse or unauthorized disclosure of BaseBara Data.

15.8 Changes to this Section. We will give at least 30 days' notice of material changes to this Section. Changes apply prospectively. You may reject a material change to this Section by sending an opt-out email under Section 15.6 within 30 days after the change takes effect, in which case the prior version of this Section continues to apply to you.

15.9 Time to bring claims. Except where this limitation is prohibited by law, any claim by either party arising out of or relating to these Terms or the Services must be commenced within one year after the date the claiming party knew or reasonably should have known of the facts giving rise to the claim, or it is permanently barred. This period is subject to the pause described in Section 15.2.

16. Indemnification; Limitation of Liability; General Legal Terms

16.1 By you. You will defend, indemnify, and hold harmless BaseBara and its officers, directors, employees, and agents from third-party claims arising out of: (a) your Customer Data; (b) your communications with any individual (including calls, texts, and emails) or other use of BaseBara Data in violation of law or these Terms; or (c) your breach of these Terms.

16.2 By BaseBara. BaseBara will defend and indemnify you against third-party claims alleging that the Services (excluding Customer Data and AI Platform outputs) infringe that party's intellectual property rights, with standard exclusions (combinations, misuse, breach) and standard remedies (modify, procure rights, or terminate access). This is your exclusive remedy for such claims.

16.3 Limitation of liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTIONS 5 OR 6, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES IS LIMITED TO THE GREATER OF (i) AMOUNTS YOU PAID BASEBARA, IF ANY, IN THE 12 MONTHS BEFORE THE CLAIM AROSE, OR (ii) US $100. Some jurisdictions limit these exclusions; in those jurisdictions, they apply to the fullest extent permitted by law.

16.4 Modifications to these Terms. We may modify these Terms by posting an updated version and providing at least 30 days' notice (email and/or in-product) before material changes take effect. Continued use after the effective date constitutes acceptance; if you do not agree, stop using the Services before the effective date. Changes to Section 15 follow Section 15.8.

16.5 Governing law; venue. These Terms are governed by the laws of the State of California, without regard to conflicts rules. Claims not subject to arbitration will be brought exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to personal jurisdiction there.

16.6 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets that is not a BaseBara competitor. We may assign to an affiliate or successor.

16.7 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government; the affected party will resume performance as soon as reasonably practicable.

16.8 Notices; electronic communications. Legal notices to BaseBara must be sent to legal@basebara.com. We will send notices to the email address associated with your account or through in-product notice. You consent to receive notices and other communications from us electronically, and you agree that electronic notices satisfy any legal requirement that a communication be in writing. Support: support@basebara.com. Privacy requests: privacy@basebara.com or https://www.basebara.com/privacy-center.

16.9 Severability; waiver. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable (or severed if it cannot be), and the rest of these Terms remains in effect. A failure to enforce a provision is not a waiver; waivers must be in writing.

16.10 Relationship; third parties. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries of these Terms except the persons indemnified under Section 16.1.

16.11 Entire agreement; interpretation. These Terms, together with the documents they incorporate by reference, are the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous understandings on that subject. Section headings are for convenience only, and "including" means "including without limitation." Provisions that by their nature should survive termination do so.