Topiq Terms of Service
Provider: Basiq Work Inc. ("Basiq") · Version: 1.0
How this agreement works
These Terms of Service are a Cover Page that incorporates by reference the Common Paper Cloud Service Agreement Standard Terms, Version 2.1, posted at https://commonpaper.com/standards/cloud-service-agreement/2.1/ (the "Standard Terms"). This Cover Page and the Standard Terms together form the agreement between Customer and Basiq (the "Agreement"). Capitalized words not defined here have the meanings given in the Standard Terms. If this Cover Page conflicts with the Standard Terms, this Cover Page controls. If Customer has signed an Order Form with Basiq, the Order Form controls over this Cover Page for the subscription it covers.
Customer accepts this Agreement by signing an Order Form that references it, by clicking to accept when creating a Topiq workspace, or by using the Cloud Service. A person who accepts on behalf of a company represents that they have authority to bind it. Topiq is a business tool and may not be used by consumers.
The Common Paper Standard Terms are used under CC BY 4.0. Basiq has modified them only as stated in this Cover Page.
Order Form defaults
Where an Order Form does not state a term, the following apply.
| Term | Default |
|---|---|
| Cloud Service | Topiq, an AI-native sales workspace that connects to a Customer's email, calendar, meeting, CRM and prospecting tools; captures and summarizes sales conversations; enriches and organizes account and contact records; drafts and sends outbound messages; and produces deal analysis and next-step recommendations. |
| Subscription Period | One month for monthly plans; twelve months for annual plans. |
| Cloud Service Fees | As stated on the Order Form or, for self-serve plans, at gettopiq.ai/pricing at the time of purchase. Fees are exclusive of taxes. |
| Payment Process | Automatic payment to the payment method on file at the start of each Subscription Period, and in arrears for usage-based or add-on Fees, unless the Order Form provides for invoicing. |
| Auto-renewal | Renews automatically. Monthly plans: either party may cancel effective at the end of the current month on at least 10 days notice. Annual plans: Non-Renewal Notice Date is 30 days before the end of the Subscription Period; Basiq will send a renewal reminder at least 30 days before an annual renewal, including how to cancel. |
| Use Limitations | Offered to organizations located in the United States, Canada and Mexico. Access from other regions is not supported and may be blocked. Requires a Google Workspace or Microsoft 365 identity for sign-in. |
| Technical Support | Email support at [email protected], Monday through Friday, 9am to 5pm Pacific, excluding US holidays. Target first response within one business day. English only. |
| SLA | None. Basiq will use commercially reasonable efforts to keep the Cloud Service available and free of material errors. |
| Professional Services | None unless stated on an Order Form or statement of work. |
Key Terms
| Term | Value |
|---|---|
| Effective Date | The date Customer first accepts this Agreement. |
| Governing Law | The laws of the State of Delaware. |
| Chosen Courts | The state and federal courts located in the State of Delaware. |
| Provider Covered Claims | Any claim by a third party that the Cloud Service, when used by Customer according to this Agreement, infringes or misappropriates that third party's intellectual property rights. |
| Customer Covered Claims | Any claim by a third party that (1) the Customer Content, or Customer's collection, use or transmission of it through the Cloud Service, infringes or misappropriates that third party's rights, or violates Applicable Laws (including privacy, anti-spam, telemarketing and call-recording laws); or (2) results from Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer) of the Standard Terms or of Sections A, B, C or D below. |
| General Cap Amount | 1x the Fees paid or payable by Customer to Basiq in the 12 months immediately before the claim. For any Free Plan or trial, US $100. |
| Increased Claims | Breach of Section 3 (Privacy & Security); breach of Section 10 (Confidentiality), excluding data or security breaches. |
| Increased Cap Amount | 2x the Fees paid or payable by Customer to Basiq in the 12 months immediately before the claim. |
| Unlimited Claims | Each party's indemnification obligations under Section 9 (Protection Against Third-Party Claims) of the Standard Terms. |
| Additional Warranties | None. |
| DPA | The Topiq Data Processing Addendum, as attached to the Order Form or posted at gettopiq.ai/dpa. It applies whenever Customer Content includes Personal Data, whether or not GDPR applies, and controls over this Agreement as to Personal Data. |
| Security Policy | Basiq will use commercially reasonable efforts to secure the Cloud Service from unauthorized access, alteration or use, and will maintain the measures described in the DPA. Basiq does not currently hold SOC 2, ISO 27001 or similar certifications and makes no representation that it does. |
| Insurance Minimums | Basiq will maintain cyber liability insurance with limits of at least US $250,000 per claim for the term of the Agreement, and will provide a certificate of insurance on request. |
Other Changes to Standard Terms
A. Connected accounts and third-party services
A.1 Customer's integrations. The Cloud Service works by connecting to third-party services on Customer's instruction, such as Google Workspace, Microsoft 365, Zoom, Salesforce, HubSpot, Slack and others listed in the Documentation ("Connected Services"). When a User authorizes a connection, Customer instructs Basiq to access, retrieve, store and process data from that Connected Service on Customer's behalf, and to take actions in it (such as sending email, creating or updating records, or scheduling a meeting notetaker) that the User initiates or configures. Customer is responsible for having the right to connect each Connected Service and for its own agreements with those providers. Basiq is not responsible for Connected Services, their availability, their terms or changes they make.
A.2 Google user data. Basiq's use of information received from Google APIs complies with the Google API Services User Data Policy, including its Limited Use requirements. Basiq uses Google user data only to provide and improve user-facing features of the Cloud Service, does not sell it, does not use it for advertising, and does not allow humans to read it except with the User's consent, for security purposes, to comply with law, or for internal operations where the data has been aggregated and de-identified.
A.3 Third-party AI services. Features of the Cloud Service that summarize, draft, score, classify or recommend are powered by large language models operated by third parties, currently including Anthropic and OpenAI, accessed directly or through Musal, an affiliate of Basiq, and by third-party meeting recording and transcription services, currently including Recall.ai. The current list is in the DPA subprocessor schedule. These providers process Customer Content only to deliver the requested output and, under Basiq's agreements with them, do not use Customer Content to train their models. The Cloud Service is subject to the availability and acceptable use policies of these providers, and Basiq may add or change providers as permitted by the DPA subprocessor process.
B. AI outputs and the use of Customer data
B.1 Section 1.6 (Machine Learning) of the Standard Terms is deleted and replaced with the following: Basiq will not use Customer Content to train, fine-tune or otherwise improve any artificial intelligence or machine learning model, whether Basiq's own or a third party's. Basiq may use Customer Content to configure, prompt and calibrate the Cloud Service for Customer's own workspace (for example, learning Customer's writing style, ideal customer profile and deal patterns so the Cloud Service performs better for Customer); those configurations are Customer Content. Basiq may use Usage Data (telemetry about how the Cloud Service is used, excluding Customer Content) to maintain, evaluate and improve the Cloud Service. Nothing in this section reduces Basiq's obligations under the DPA.
B.2 AI outputs. Summaries, scores, drafts, recommendations, sentiment indicators and other output generated by the Cloud Service ("Outputs") are produced by probabilistic systems and may be incomplete, inaccurate or inappropriate for a given situation. Outputs are not advice. Customer is responsible for reviewing Outputs before relying on them or sending them to anyone, and for all decisions and communications made using Outputs. Basiq assigns to Customer whatever rights Basiq has in Outputs generated for Customer's workspace; Outputs are Customer Content. Because similar inputs can produce similar Outputs, Basiq does not warrant that Outputs are unique to Customer.
C. Meeting recording, transcription and communications
C.1 Recording consent is Customer's responsibility. The Cloud Service can join meetings through a visible notetaker, record them through a third-party service, and transcribe them. Laws in many jurisdictions (including two-party consent states such as California, and the GDPR) require that participants be told a meeting is being recorded and, in some cases, agree to it. Customer, not Basiq, is responsible for obtaining any notice or consent required to record, transcribe and analyze each meeting, for configuring which meetings the Cloud Service joins, and for removing the notetaker from any meeting where consent is not obtained. Basiq will identify the notetaker as a recording participant in the participant list. Customer will not use the Cloud Service to record anyone secretly.
C.2 Automated analysis of participants. The Cloud Service may generate automated indicators about meeting participants, such as engagement or sentiment scores. These are Outputs under Section B.2, are approximate, and must not be used as the sole basis for any decision about an individual, including any employment, credit, housing or similar decision.
C.3 Outbound communications. Customer is responsible for all messages sent through or drafted by the Cloud Service, including compliance with CAN-SPAM, CASL, the TCPA, GDPR and similar laws, honoring opt-outs, and using accurate sender identity. Customer will not use the Cloud Service to send unsolicited bulk messages in violation of Applicable Laws or any Connected Service's terms.
D. Prospect data and Customer's obligations to third parties
D.1 Customer Content includes personal information about people who are not Users and have no relationship with Basiq, such as prospects, customers and meeting attendees, some of it obtained through third-party data sources that Customer chooses to connect. Customer is the controller (or equivalent) of that information. Customer represents that it has a lawful basis to collect and process it, has given any notices required by Applicable Data Protection Laws (including to individuals whose data was obtained from third-party sources), and will honor those individuals' rights. Basiq processes it only as Customer's processor under the DPA.
D.2 Customer will not submit Prohibited Data to the Cloud Service. If a User connects an email or calendar account that happens to contain Prohibited Data, Customer is responsible for that, and Basiq's obligations as to that data are limited to the DPA.
E. Export and deletion
E.1 Section 5.5(b) of the Standard Terms is replaced with the following: For 30 days after expiration or termination, Basiq will provide Customer, on written request, an export of its Customer Content in a commonly used machine-readable format. Basiq will delete Customer Content within 60 days after expiration or termination, and from backups within 90 days after that, except as retained under Section 5.6(b) of the Standard Terms.
E.2 Meeting audio and video are processed by the third-party recording service. Basiq retains the text transcript.
F. Free Plan and trials
For any Free Plan, trial or pilot workspace: Sections 6.3, 6.4 and 9.1 of the Standard Terms do not apply; there are no Increased Claims; the General Cap Amount is US $100; Basiq may change, limit or discontinue the Free Plan on 30 days notice; and either party may terminate immediately for any reason by notice.
G. Acceptable use
In addition to Section 2.1 of the Standard Terms, Customer will not, and will not permit Users to: (a) use the Cloud Service to harass, defraud or deceive anyone; (b) impersonate any person or misrepresent affiliation; (c) scrape, harvest or bulk-export data from Connected Services in violation of their terms; (d) connect an email, calendar or CRM account the User is not authorized to connect; (e) use the Cloud Service to make automated decisions with legal or similarly significant effects on individuals; or (f) use the Cloud Service for any purpose other than business-to-business sales and revenue operations.
H. Changes to these Terms
Basiq may update this Cover Page from time to time. For material changes, Basiq will give at least 30 days notice by email to the workspace owner and by posting the updated version with a new version number and Effective Date at gettopiq.ai/terms. Continued use after the Effective Date of the updated version is acceptance. If Customer does not agree, Customer may terminate by notice before that Effective Date and receive a prorated refund of prepaid Fees, except where an Order Form provides that Fees are non-refundable. Updates do not apply to a signed Order Form during its current Subscription Period unless the Order Form says otherwise.
I. Notices
Basiq's Notice Address is [email protected]. Customer's Notice Address is the address on the Order Form or, for self-serve plans, the email address of the workspace owner.
J. Feedback
Section 1.4 of the Standard Terms is supplemented as follows: Customer assigns to Basiq all right, title and interest in Feedback.