Terms of Service

1. Agreement to these Terms

These Terms of Service govern the services provided by Jordan Hill, doing business as Baseline Ops (“Baseline Ops,” “we,” “us,” or “our”).

By signing or approving a proposal or statement of work, submitting payment, creating or continuing a paid subscription, using a paid Baseline Ops service, or otherwise expressly agreeing to these Terms, you or the business you represent (“Client,” “you,” or “your”) agree to be bound by them.

If you are agreeing on behalf of a business or other organization, you represent that you have authority to bind that organization.

2. Our services

Baseline Ops provides spreadsheet and workflow automation services.

Depending on the engagement, our services may include:

• Cleaning, reorganizing, or formatting spreadsheet and CSV data
• Mapping information between templates or systems
• Applying calculations, validation rules, categorization, or business logic
• Extracting information from files or exports
• Generating reports, billing sheets, bid documents, proposals, or other output files
• Building and maintaining workflow automation modules
• Hosting or supporting access to workflow modules
• Providing implementation, customization, maintenance, or support services

The specific scope, inputs, outputs, workflow rules, delivery expectations, pricing, and subscription terms for an engagement may be described in a proposal, statement of work, order form, email, invoice, payment page, or other written communication between the parties.

If those engagement-specific terms conflict with these Terms, the engagement-specific terms control for that engagement.

3. Payment

Baseline Ops uses Stripe to issue invoices, payment links, and recurring subscription charges.

Unless otherwise stated in writing:

• One-time implementation, setup, and customization fees are due before work begins.
• Invoices are due upon receipt.
• Recurring subscription fees are billed in advance.
• You are responsible for all fees, taxes, and charges shown before purchase.
• You authorize Stripe and Baseline Ops to process the applicable payment using the payment method you provide.

Baseline Ops does not directly receive or store complete payment-card numbers or bank-account credentials. Payment information is processed by Stripe under Stripe’s own terms and privacy policy.

Stripe may provide Baseline Ops with transaction information such as your name, company, billing contact information, payment status, payment method type, and limited payment identifiers.

We may delay work, delivery, implementation, support, or activation until required payments have been received.

4. Recurring subscriptions

Some Baseline Ops services include a recurring monthly subscription for continued access to, hosting of, maintenance of, or support for one or more workflow modules.

By starting a recurring subscription, you authorize Baseline Ops and Stripe to automatically charge the payment method associated with your account at the beginning of each billing period until the subscription is cancelled.

Unless otherwise stated in your proposal, invoice, order form, or payment page:

• Subscriptions are billed monthly in advance.
• Subscriptions automatically renew each billing period.
• Subscription charges are separate from one-time implementation, setup, or customization charges.
• You may cancel by emailing support@baselineops.net.
• Cancellation takes effect at the end of the billing period already paid for.
• Cancellation does not create a prorated refund for a partially used billing period.
• Access to hosted workflow modules may end when the paid subscription period expires.
• You remain responsible for charges incurred before cancellation becomes effective.

We may also make a customer billing portal available through Stripe. When available, you may use that portal to review payment information, invoices, and subscription status.

5. Failed or overdue payments

If a payment is declined, reversed, disputed, or remains unpaid, we may:

• Retry the payment through Stripe
• Contact you regarding the unpaid balance
• Pause implementation or support
• Suspend access to hosted workflow modules
• Terminate the affected services after reasonable notice

Suspension or termination does not eliminate amounts properly owed for services already provided or billing periods that began before cancellation.

You are responsible for keeping your billing and contact information current.

6. Client responsibilities

You are responsible for:

• Providing complete and accurate files, instructions, templates, workflow rules, and business information
• Having the legal right and authority to provide all files and data sent to Baseline Ops
• Identifying sensitive, regulated, confidential, or restricted information before sending it
• Maintaining appropriate backup copies of your original files and data
• Reviewing deliverables and workflow outputs before relying on them
• Verifying calculations, totals, classifications, formatting, and other outputs that affect business decisions
• Using the services in compliance with applicable laws and contracts
• Promptly notifying us of errors, changes, or concerns

Our services depend on the quality, structure, consistency, and accuracy of the information you provide.

Baseline Ops is not responsible for errors caused by incomplete, inaccurate, corrupted, mislabeled, inconsistent, or unauthorized source data.

7. Review and correction period

You are responsible for reviewing deliverables and workflow outputs before relying on them for:

• Bidding
• Billing
• Payroll
• Accounting
• Compliance
• Tax reporting
• Customer communications
• Contractual commitments
• Purchasing
• Financial or operational decisions

If a deliverable or workflow output does not materially follow the agreed workflow rules, notify us within 10 business days after delivery or discovery of the issue.

Your notice should describe:

• The affected file or workflow module
• The input used
• The output received
• The result you expected
• Any supporting screenshots or examples

Our first responsibility will be to make reasonable efforts to investigate and correct a verified issue that falls within the agreed scope.

This correction process does not apply to:

• Changes in your business process after delivery
• New requirements that were not part of the agreed scope
• Errors in source information
• Third-party software changes
• Misuse or alteration of a workflow by the Client
• Work performed outside Baseline Ops

Additional features, scope changes, or new workflow rules may require additional fees.

8. Client data and confidentiality

You retain ownership of the files, data, templates, branding, business information, and other materials you provide to us.

We will use non-public Client information only as reasonably necessary to:

• Provide and deliver the services
• Build, test, maintain, and support your workflow modules
• Communicate with you
• Process payments
• Maintain security and reliability
• Comply with applicable law
• Protect our rights
• Enforce our agreements

We may share Client information with employees, contractors, professional advisers, and service providers who need it for those purposes and who are subject to appropriate contractual or legal obligations.

Confidential information does not include information that:

• Is publicly available through no breach by Baseline Ops
• Was already lawfully known to us
• Is lawfully received from another source
• Is independently developed without using your confidential information
• Must be disclosed by law, subpoena, court order, or regulatory requirement

When legally permitted, we will make reasonable efforts to notify you before a legally required disclosure.

Additional confidentiality obligations may be established through a separate written nondisclosure agreement.

9. Deliverables and intellectual property

You retain ownership of the materials and data you provide.

After full payment of the applicable fees, you may use the specific output files and Client-specific deliverables we provide for your internal business purposes.

Unless a separate written agreement expressly states otherwise, your purchase does not transfer ownership of Baseline Ops’:

• Source code
• Software
• Automation framework
• Hosting environment
• Application architecture
• General workflow logic
• Internal templates
• Reusable components
• Libraries
• Methods
• Tools
• Documentation
• General know-how

Recurring fees may include continued access to a hosted, supported, or maintained workflow module. Access to that module may end when the applicable subscription ends.

Unless expressly included in a written agreement, Baseline Ops is not required to provide:

• Source code
• Administrative access
• Hosting credentials
• Deployment credentials
• Internal documentation
• Development files
• Ownership of the underlying software

We may use general skills, ideas, methods, techniques, and non-Client-specific improvements developed while providing the services, provided we do not disclose your confidential information or reuse your identifiable data.

10. Third-party services

Our services may depend on third-party platforms and providers, including:

• Stripe
• Website and application hosting providers
• Cloud infrastructure providers
• Email providers
• File-storage providers
• Database providers
• Analytics providers
• Software libraries
• Customer-owned systems or exports

We are not responsible for third-party outages, changes, interruptions, restrictions, errors, security incidents, pricing changes, or discontinuation of services outside our reasonable control.

Your use of third-party platforms may also be governed by their own terms and privacy policies.

11. Service availability and changes

We aim to keep hosted workflow modules reasonably available, but we do not guarantee uninterrupted, continuous, or error-free operation.

Services may be temporarily unavailable because of:

• Maintenance
• Updates
• Security work
• Third-party outages
• Hosting interruptions
• Internet failures
• Software defects
• Customer system changes
• Events outside our reasonable control

We may update workflows and supporting infrastructure when reasonably necessary to maintain security, compatibility, reliability, or performance.

We will not knowingly make a material change that substantially removes an agreed core function without communicating with you.

Baseline Ops does not provide a formal service-level agreement unless one is expressly included in a separate written agreement.

12. No guaranteed business results

We provide services with reasonable skill and care, but we do not guarantee:

• Specific cost savings
• Specific time savings
• Revenue increases
• Profitability
• Error-free data
• Regulatory compliance
• Successful bids
• Successful collections
• Successful customer outcomes
• Compatibility with every future file or software version

Any estimates of time saved, costs reduced, or operational improvement are estimates only and may vary based on the Client’s usage, data quality, workflow, staffing, and business conditions.

Automation reduces manual work but does not eliminate the need for Client review and judgment.

13. Prohibited uses

You may not use Baseline Ops services to:

• Violate applicable law
• Process information you do not have authority to provide
• Infringe intellectual-property or privacy rights
• Introduce malware or malicious code
• Attempt unauthorized access to our systems
• Interfere with service operation
• Reverse engineer or copy our underlying software
• Resell access without written permission
• Use the services for fraudulent, deceptive, or harmful activity

We may suspend or terminate services when we reasonably believe use violates this section or creates a security, legal, or operational risk.

14. Cancellation and termination

Either party may end an engagement by providing written notice.

For recurring subscriptions, cancellation normally takes effect at the end of the current paid billing period unless otherwise agreed in writing.

Baseline Ops may suspend or terminate services immediately when reasonably necessary because of:

• Nonpayment
• Misuse
• Security risk
• Illegal activity
• Material breach of these Terms
• Abusive or threatening conduct
• A request from a legal or regulatory authority

Upon termination:

• You remain responsible for amounts owed
• Access to hosted workflow modules may end
• Baseline Ops may delete or archive Client files according to its retention practices
• Sections intended to survive termination remain effective

Refund eligibility is governed by the Refund & Cancellation Policy.

15. Disclaimers

To the maximum extent permitted by law, the services are provided on an “as available” and “as is” basis.

Baseline Ops disclaims implied warranties of:

• Merchantability
• Fitness for a particular purpose
• Non-infringement
• Uninterrupted availability
• Error-free performance

Nothing in these Terms excludes rights or warranties that cannot legally be excluded.

16. Limitation of liability

To the maximum extent permitted by law, Baseline Ops will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including:

• Lost profits
• Lost revenue
• Lost business opportunities
• Loss of goodwill
• Lost or corrupted data
• Business interruption
• Replacement-service costs

Baseline Ops’ total aggregate liability arising from a specific engagement will not exceed the fees you paid to Baseline Ops for that engagement during the three months immediately preceding the event giving rise to the claim.

For a claim relating only to a one-time implementation project, total liability will not exceed the fees paid for that project.

These limitations apply regardless of the legal theory and even if Baseline Ops was advised that damages were possible.

Nothing in these Terms limits liability that cannot legally be limited.

17. Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless Baseline Ops from third-party claims, losses, damages, liabilities, and reasonable costs arising from:

• Files or data you provide
• Your lack of authority to provide information
• Your misuse of the services
• Your violation of law
• Your violation of another person’s rights
• Your material breach of these Terms

This section does not require you to indemnify Baseline Ops for claims caused solely by Baseline Ops’ gross negligence or intentional misconduct.

18. Changes to these Terms

We may update these Terms from time to time.

The version in effect when you approve an engagement, submit payment, or begin a subscription applies to that engagement unless otherwise agreed.

Material changes generally apply prospectively to new engagements or future subscription periods after they are posted or communicated.

The “Last updated” date at the top identifies the latest version.

19. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles.

Any legal proceeding relating to these Terms or the services must be brought in a state or federal court with jurisdiction in Orange County, California, unless the parties agree otherwise in writing.

20. General terms

These Terms and any applicable proposal, statement of work, order form, invoice, or written agreement constitute the agreement between the parties regarding the applicable services.

If any provision is found unenforceable, the remaining provisions remain effective.

A failure to enforce a provision is not a waiver of that provision.

You may not assign your rights or obligations without our written consent. Baseline Ops may assign these Terms as part of a merger, acquisition, reorganization, sale of assets, or business transfer.

Headings are provided for convenience and do not affect interpretation.

21. Contact

Questions about these Terms may be sent to:

Email: support@baselineops.net