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Terms of Service

Last updated: May 8, 2026 · Effective: May 8, 2026

These Terms of Service ("Terms") govern your access to and use of the websites, software products, and services operated by UBASE LLC (a Wyoming limited liability company, EIN 37-2181816, registered at 1600 Van Lennen Ave, Ste 101, Cheyenne, WY 82001, United States; "UBASE", "we", "us"), including but not limited to ubase.dev, FactNet, DealBase, and zpace (collectively, the "Services").

By creating an account or otherwise using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.

1. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Services. By accepting these Terms, you represent that you meet these requirements and that, if you are using the Services on behalf of an organization, you have authority to bind that organization.

2. Accounts

To use most features, you must create an account. You are responsible for: (a) providing accurate registration information; (b) maintaining the confidentiality of your credentials; (c) all activity under your account; and (d) promptly notifying us of any unauthorized use. We may suspend or terminate accounts that violate these Terms.

3. Acceptable use

You agree not to:

• Use the Services to violate any law or regulation, including tax, electronic invoicing, anti-spam, telemarketing, and consumer-protection laws.
• Send unsolicited messages or violate the policies of integrated platforms (e.g., Meta WhatsApp Business Platform Commerce Policy and Messaging Policies).
• Attempt to gain unauthorized access to the Services, other accounts, or our infrastructure.
• Reverse engineer, decompile, or otherwise attempt to extract the source code of the Services, except to the extent permitted by applicable law.
• Resell, sublicense, or commercially redistribute the Services without our prior written consent.
• Use the Services to send harmful, infringing, defamatory, or otherwise unlawful content.
• Interfere with, disrupt, or place excessive load on the Services or networks connected to them.

4. Subscriptions, fees, and payment

Some Services are offered on a subscription basis. By subscribing, you authorize the applicable operating entity (UBASE LLC or its local affiliate, as indicated at checkout) to charge your designated payment method on a recurring basis. Fees are non-refundable except where required by applicable law or expressly stated.

Taxes (VAT, IGV, sales tax, etc.) may apply and will be added at checkout where required. You are responsible for any taxes owed in your jurisdiction that are not collected by us.

If a payment fails, we may suspend access until payment is made. We may change pricing for new billing periods with at least 30 days' notice.

5. Customer-managed data

You retain ownership of all data you upload to the Services ("Customer Data"). You grant UBASE and its affiliates a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process Customer Data solely as necessary to provide and improve the Services and to comply with legal obligations.

You are solely responsible for the legality of Customer Data and for obtaining any required consents from your end users (e.g., your customers receiving WhatsApp messages through DealBase, or appearing on FactNet invoices).

6. Third-party platforms

The Services integrate with third-party platforms, including but not limited to: Meta (WhatsApp Business Platform), Google, Apple, Mercado Pago, Stripe, SUNAT (via QPse as PSE intermediary for FactNet), and others. Your use of those platforms is subject to their respective terms. We are not responsible for outages, policy changes, or actions taken by third-party platforms.

7. Intellectual property

The Services, including all software, designs, text, graphics, and other content (excluding Customer Data), are owned by UBASE LLC or its licensors and are protected by intellectual-property laws. We grant you a limited, revocable, non-transferable, non-exclusive license to use the Services in accordance with these Terms.

8. Beta and preview features

Features marked as "beta", "preview", or "experimental" are provided as-is, may be modified or discontinued at any time, and may have additional terms. They are not covered by service-level commitments.

9. Service availability

We aim to keep the Services operational 24/7 but do not guarantee uninterrupted availability. Scheduled maintenance, third-party outages, and force-majeure events may affect availability. Specific service-level commitments, if any, are stated in separate service-level agreements.

10. Disclaimers

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

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UBASE LLC AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, DATA, OR GOODWILL, ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES.

OUR AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US (OR THE APPLICABLE LOCAL OPERATING AFFILIATE) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to defend, indemnify, and hold harmless UBASE LLC and its affiliates from any claim, demand, loss, or damages, including reasonable attorneys' fees, arising out of (a) your violation of these Terms, (b) your violation of any third-party right, including any intellectual-property right or privacy right, or (c) Customer Data submitted to the Services.

13. Termination

You may terminate your account at any time by contacting hello@ubase.dev or following in-product instructions. We may suspend or terminate your access for material breach of these Terms, non-payment, or to comply with legal obligations. Upon termination, your right to use the Services ceases immediately. Sections that by their nature should survive termination will survive (e.g., intellectual property, disclaimers, limitation of liability, indemnification, governing law).

14. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming, United States, excluding its conflict-of-laws rules. Disputes will be resolved in the state or federal courts located in Wyoming, except where applicable consumer-protection law in your country of residence (e.g., Peru, Mexico, Colombia) grants you mandatory rights to bring claims locally.

For Services operated by a local affiliate (e.g., FactNet operated by FactNet E.I.R.L. in Peru), local law and jurisdiction may apply to the commercial relationship between you and that affiliate.

15. Changes to these Terms

We may update these Terms from time to time. The "Last updated" date at the top reflects the latest revision. We will notify you of material changes by email or in-product notice at least 14 days before they take effect, where practicable. Continued use of the Services after the effective date constitutes acceptance.

16. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy and any service-specific terms referenced herein, constitute the entire agreement between you and UBASE LLC regarding the Services.

Severability. If any provision is found unenforceable, the remaining provisions will remain in full force.

No waiver. Our failure to enforce any right or provision is not a waiver of that right or provision.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17. Contact

UBASE LLC
1600 Van Lennen Ave, Ste 101
Cheyenne, WY 82001, United States
Email: hello@ubase.dev