Momentum Terms of Service

Momentum Terms of Service

TERMS OF SERVICE

 

Effective October 13, 2026

 

These Terms of Service (“Terms“) govern your access to and use of the Momentum platform and related services provided by Baseload Software, Inc. (“Baseload,” “we,” “us,” or “our“). Momentum is a cloud-based software platform that provides strategic planning, performance management, analytics, reporting, AI-powered insights, APIs, MCPs and related tools and services (collectively, the “Services“). If you access the Services through an organization that has entered into a separate agreement with Baseload, such as a Master Subscription Agreement, Order Form, or other subscription agreement (collectively, a “Customer Agreement“), that agreement governs your organization’s use of the Services and will control in the event of any conflict with these Terms. As used in these Terms, “you” and “your” refer to the individual accessing or using the Services, or, where no Customer Agreement applies, the company or organization on whose behalf you are acting.

BY CREATING AN ACCOUNT, ACCESSING, USING, OR OTHERWISE INTERACTING WITH THE SERVICES, YOU: (a) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; (b) AGREE TO BE LEGALLY BOUND BY THESE TERMS; (c) REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND HAVE THE LEGAL CAPACITY TO ENTER INTO A BINDING AGREEMENT; AND (d) AGREE THAT YOUR ELECTRONIC ACCEPTANCE, REGISTRATION, LOGIN, OR CONTINUED USE OF THE SERVICES CONSTITUTES YOUR LEGALLY BINDING ELECTRONIC SIGNATURE AND ACCEPTANCE OF THESE TERMS. IF YOU ACCESS THE SERVICES THROUGH AN ORGANIZATION THAT HAS ENTERED INTO A CUSTOMER AGREEMENT, THESE TERMS GOVERN ONLY YOUR INDIVIDUAL CONDUCT AS A USER. YOUR ORGANIZATION’S RIGHTS AND OBLIGATIONS, INCLUDING PAYMENT, SUSPENSION, TERMINATION, DATA RIGHTS, INDEMNIFICATION, WARRANTIES, AND LIMITATIONS OF LIABILITY, ARE GOVERNED EXCLUSIVELY BY THE CUSTOMER AGREEMENT, AND NOTHING IN THESE TERMS IMPOSES ANY OBLIGATION ON YOUR ORGANIZATION BEYOND THAT AGREEMENT. YOUR USE OF THE SERVICES IS ALSO SUBJECT TO BASELOAD’S PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

 

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND BASELOAD AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND BASELOAD WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

 

  1. Changes to these Terms. We may update these Terms from time to time. Any changes will become effective when posted, unless otherwise stated. If we make a material change that significantly affects your rights, obligations, the Services, or applicable fees, we will provide reasonable advance notice, such as by email, an in-product notification, or another appropriate method. Unless otherwise specified, material changes will become effective thirty (30) days after notice is provided. By continuing to access or use the Services after updated Terms become effective, you agree to the revised Terms. If you do not agree to the updated Terms, you must stop using the Services and, if applicable, may cancel your subscription in accordance with the Customer Agreement. We encourage you to review these Terms periodically to stay informed of any updates. Changes to these Terms will not reduce the rights or increase the obligations of any organization under its Customer Agreement during the then-current subscription term.

 

  1. Services Overview. The Services provide access to Momentum, Baseload’s cloud-based platform for strategic leadership, planning, performance management, analytics, reporting, organizational alignment, and AI-powered insights. Features, functionality, usage limits, and available tools may vary based on the applicable subscription, service package, or Customer Agreement. Baseload may modify, enhance, add, or discontinue features of the Services from time to time in accordance with these Terms.
  2. Your Account.

3.1       Account Registration and Eligibility. To access the Services, you must create an account and provide accurate, current, and complete registration information. You agree to keep your account information updated at all times. You must be at least eighteen (18) years old to create or use an account. By using the Services, you represent that you meet this requirement, have not previously been prohibited from using the Services, and will comply with these Terms and all applicable laws. If you access the Services through an organization, your access and permissions may be managed by that organization. Baseload may support multi-factor authentication (“MFA”), and your organization may require its use as a condition of access.

 

3.2       Account Security and Responsibility. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You may not share your account, permit others to use your credentials, or use another person’s account. You agree to promptly notify Baseload of any suspected unauthorized access to, or security breach involving, your account. Baseload is not responsible for losses resulting from your failure to safeguard account credentials or from unauthorized use of your account.

 

3.3       Suspension and Termination of Accounts. Baseload may suspend, restrict, or terminate your account if: (a) You violate these Terms; (b) The information associated with your account is inaccurate, incomplete, or misleading; (c) Your use of the Services creates a security risk, disrupts the Services, or infringes the rights of others; or (d) Such action is required by law or reasonably necessary to protect the Services, Baseload, or other users.

 

  1. Services.

 

            4.1       Access to the Services. Subject to these Terms and any applicable subscription or Customer Agreement, Baseload grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for internal business purposes during the applicable subscription term. You may not sublicense, resell, distribute, lease, or otherwise make the Services available to third parties except as expressly authorized by Baseload.

 

4.2       Maintenance and Service Changes. Baseload may perform maintenance, updates, upgrades, bug fixes, enhancements, and other modifications to the Services from time to time. We will use commercially reasonable efforts to minimize service disruptions and perform scheduled maintenance during non-business hours whenever reasonably practicable. We may add, modify, replace, or discontinue features of the Services at any time, subject to any limitations in the applicable Customer Agreement. If we make a material change that significantly affects the core functionality of the Services, we will provide reasonable notice through the Services, by email, or by other appropriate means. You acknowledge that temporary interruptions, delays, or performance issues may occur due to maintenance, internet outages, third-party services, or other circumstances beyond Baseload’s reasonable control.

 

4.3       Beta Features. From time to time, we may offer features or functionality identified as beta, preview, pilot, limited release, or similar offerings (“Beta Features“). Beta Features are provided on an “as is” and “as available” basis and may be modified, suspended, or discontinued at any time. Baseload is not obligated to provide support, maintenance, service levels, warranties, or indemnification for Beta Features.

 

4.4       Technical Requirements. You are responsible for obtaining and maintaining the devices, software, internet connectivity, and other resources necessary to access and use the Services. Baseload does not guarantee compatibility with all devices, operating systems, browsers, or network environments.

 

4.5       Third-Party Content. The Services may contain links to, integrate with, or enable access to third-party websites, applications, content, or services (“Third-Party Services“). Third-Party Services do not include the service providers Baseload uses to deliver the Services. Baseload does not control or endorse Third-Party Services and is not responsible for their availability, accuracy, content, security, or business practices. Your use of any Third-Party Services is solely between you and the applicable third party and is at your own risk.

 

  1. User Restrictions and Obligations; Disclaimers.

 

            5.1       Restrictions on Use. You may use the Services only for lawful purposes and in accordance with these Terms. You are responsible for complying with all applicable laws, regulations, and organizational policies relating to your use of the Services. You may not:

 

  • Copy, modify, distribute, sell, lease, sublicense, or otherwise make the Services available to unauthorized third parties, including third-party consultants or facilitators;
  • Reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying technology of the Services;
  • Use the Services to develop, support, or market a competing product or service;
  • Remove, alter, or obscure any copyright, trademark, proprietary, or other legal notices;
  • Access, scrape, crawl, harvest, or extract data from the Services through automated or manual means except as expressly authorized by Baseload;
  • Upload, transmit, or store content that is unlawful, infringing, harmful, fraudulent, defamatory, or that contains viruses, malware, or other malicious code;
  • Attempt to gain unauthorized access to the Services, user accounts, systems, or networks;
  • Share account credentials, impersonate another person, or provide false or misleading account information;
  • Interfere with the security, integrity, operation, or performance of the Services;
  • Use the Services in violation of any applicable law, regulation, third-party right, or these Terms;
  • Upload or process personal information, confidential information, or regulated data without the necessary rights, permissions, or legal authority to do so; or
  • Submit Protected Health Information (PHI) unless expressly authorized under a separate written agreement with Baseload.

 

            5.2       Content Disclaimer. The Services may allow you to upload, submit, share, store, or otherwise make available information, data, text, images, files, or other content (“User Content“). You are solely responsible for your User Content and for ensuring that it complies with applicable laws, third-party rights, and these Terms. Baseload does not review, control, endorse, or assume responsibility for User Content submitted by you or other users. To the fullest extent permitted by law, Baseload is not responsible for any loss, damage, claim, or liability arising from User Content made available through the Services.

 

5.3       Artificial Intelligence Disclaimer. The Services may include artificial intelligence and machine-learning features (“AI Features“). AI-generated content, recommendations, insights, and other outputs may be inaccurate, incomplete, outdated, or unsuitable for your specific circumstances. You are solely responsible for reviewing, verifying, and determining the appropriateness of any AI-generated output before relying on or using it. AI-generated outputs are provided for informational purposes only and are not legal, financial, accounting, regulatory, medical, or other professional advice. Baseload does not guarantee the accuracy, reliability, or legality of AI-generated outputs and does not independently review such outputs for compliance with applicable laws or regulations. The Services are not intended to store or process Protected Health Information (“PHI“) unless expressly authorized in a separate written agreement with Baseload. You agree not to submit PHI to the Services unless such authorization has been provided. AI Features are provided on an “as is” and “as available” basis, and you assume all responsibility and risk arising from your use of such features and any resulting outputs.  For the avoidance of doubt, Baseload shall remain responsible for the management of subscriptions powering the AI Features and for defects in Baseload’s implementation of the AI Features into the Services.

 

5.4       User Responsibility Disclaimer. You are solely responsible for any decisions or actions you take based on information obtained from the Services. You acknowledge that use of the Services does not create any fiduciary relationship between you and Baseload or any of its affiliates.

 

  1. User Content.

 

            6.1       Acknowledgments. Ownership and Responsibility. You retain all rights, title, and interest in any content, data, or materials that you upload, submit, or otherwise make available through the Services. You are solely responsible for your User Content, including ensuring that you have all necessary rights to use and share it and that it does not violate applicable law or the rights of any third party. Baseload does not claim ownership of User Content and is not responsible for verifying its accuracy, legality, or reliability.

 

6.2        License to Baseload. You grant Baseload a limited, worldwide, non-exclusive, royalty-free license to access, use, process, and display User Content solely as necessary to provide, operate, and improve the Services.  Baseload will not use User Content to train generalized artificial intelligence or machine learning models except as permitted by the applicable Customer Agreement.

 

6.3        Use of Aggregated Data. Baseload may use aggregated, anonymized, or de-identified data derived from User Content or use of the Services to improve, analyze, and operate the Services, provided such data cannot reasonably be used to identify you.

 

6.4        Restrictions on Content. You agree not to upload or submit sensitive personal information (such as government IDs, financial account numbers, or health information) unless expressly permitted by Baseload. Baseload may remove or restrict access to any User Content that violates these Terms or applicable law.

 

6.5        Service Providers. Baseload may use trusted service providers to support the operation of the Services, who are contractually required to process customer data solely on Baseload’s behalf and in accordance with Baseload’s instructions for the purpose of delivering the Services.

 

6.6        No Sale of User Content. Baseload does not sell User Content or use it for third-party advertising or marketing purposes.

 

  1. Intellectual Property.

 

            7.1       Ownership. The Services, including the Momentum platform, software, technology, features, functionality, documentation, and all related intellectual property rights, are owned by Baseload or its licensors and are protected by applicable intellectual property laws. Except for the limited right to access and use the Services as expressly permitted under these Terms and any applicable subscription or Customer Agreement, no ownership rights are granted or transferred to you. All rights not expressly granted are reserved by Baseload.

 

7.2       Feedback. If you provide comments, suggestions, ideas, or other feedback regarding the Services (“Feedback“), you grant Baseload a worldwide, perpetual, irrevocable, royalty-free right to use, modify, distribute, and incorporate that Feedback into its products and services without restriction or compensation to you.

 

  1. Subscriptions. Access to the Services is provided on a subscription basis under the plan you select. Features, functionality, and usage limits vary by plan, and you agree to comply with the terms and restrictions of your selected plan. All Services are licensed, not sold.

           

  1. Privacy Policy. Please refer to our Privacy Policy, as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

 

  1. Monitoring. We reserve the right to monitor the use of the Services, including User Content inputted, uploaded, delivered, stored, transmitted, or otherwise made available via the Services, as reasonably necessary to operate, maintain, secure, support, improve, and provide the Services, verify compliance with these Terms, protect our rights and the rights of others and comply with applicable law. Where a Customer Agreement applies, Baseload’s access to and use of the organization’s data is limited to the purposes permitted by that agreement.

 

  1. Termination; Suspension.

 

            11.1     Term. These Terms become effective when you first access or use the Services or otherwise indicate your acceptance and will remain in effect until terminated in accordance with this Section.

 

            11.2     User Cancellation. Individual users may discontinue their use of the Services at any time. However, any cancellation of a subscription, including applicable notice periods and termination rights, will be governed solely by the applicable Customer Agreement. Unless otherwise specified in such agreement, fees paid are non-refundable, and access to the Services will continue through the end of the then-current billing period.

 

            11.3     Suspension or Termination by Baseload. Baseload may suspend or terminate your access to the Services at any time, without liability, if (i) you violate these Terms, (ii) you fail to pay undisputed fees when due, or (iii) your use of the Services poses a security risk, disrupts the Services, or is otherwise abusive or unlawful. Baseload may also discontinue the Services or any portion thereof at its discretion. Any suspension, termination, or discontinuation affecting an organization under a Customer Agreement, or the access of an individual user provided under such an agreement, is subject to the notice, cure, wind-down, and data retrieval provisions of that agreement.

 

            11.4     Effect of Termination. Upon termination, your right to access and use the Services will cease immediately, subject to any data retrieval rights under the applicable Customer Agreement. Any outstanding payment obligations incurred prior to termination will remain due.

 

            11.5     Survival. Any provisions of these Terms that by their nature should survive termination, including those relating to limitations of liability and intellectual property rights, shall survive termination or expiration of these Terms.

 

  1. Indemnity. You agree to defend, indemnify, and hold harmless Baseload, its affiliates, officers, employees, and representatives from any third-party claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from: (a) Your violation of these Terms or applicable law; (b) Your misuse of the Services; (c) Your User Content, including any allegation that it infringes or violates a third party’s rights; or (d) Your use of, reliance on, or actions taken based on outputs, recommendations, insights, or other content generated through the Services. This obligation does not apply to the extent a claim results from Baseload’s gross negligence, willful misconduct, or violation of law. This Section shall survive termination of these Terms. This Section does not apply to any organization whose use of the Services is governed by a Customer Agreement, and does not apply to an individual user acting within the scope of his or her duties for such an organization.

 

  1. Disclaimer of Warranties. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE APPLICABLE CUSTOMER AGREEMENT, BASELOAD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ANY WARRANTIES AS TO COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, AVAILABILITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR‑FREE, FREE FROM HARMFUL COMPONENTS, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BASELOAD DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. THIS SECTION 13 WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON. IF YOU ACCESS OR USE THE SERVICES FROM OUTSIDE THE UNITED STATES OF AMERICA, YOU DO SO ON YOUR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAWS, RULES AND REGULATIONS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES ARE SUFFICIENT FOR YOUR PURPOSES.

 

  1. Disclaimer of Liability. IN NO EVENT SHALL BASELOAD, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OFFICERS, DIRECTORS, MANAGERS, AGENTS, OR REPRESENTATIVES BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE PLATFORM AND THE SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORM AND THE SERVICES, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

 

            YOU ARE PROVIDED WITH ACCESS TO THE SERVICES AND SUCH LICENSE PURSUANT TO SUCH CERTAIN CUSTOMER AGREEMENT BETWEEN BASELOAD AND THE CUSTOMER, SOLELY FOR THE BENEFIT OF THE CUSTOMER. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER SUCH CERTAIN CUSTOMER AGREEMENT INCLUDING NO RIGHTS TO ENFORCE ANY OF ITS TERMS.

 

            ANY OBLIGATION OR LIABILITY WE MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SERVICES ARE SOLELY PROVIDED TO AND/OR HELD BY THE APPLICABLE CUSTOMER PURSUANT TO THAT CERTAIN CUSTOMER AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

 

  1. Arbitration, Class-Action Waiver, and Jury Waiver.

 

            15.1     Agreement to Arbitrate. Except for disputes that may be brought in small claims court and claims seeking injunctive or equitable relief to protect intellectual property rights, confidential information, or the security of the Services, you and Baseload agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved exclusively through binding arbitration on an individual basis. Before initiating arbitration, either party must provide written notice of the dispute and allow the parties thirty (30) days to attempt to resolve the matter informally.

 

15.2     Arbitration Procedure. The parties shall first attempt in good faith to resolve any dispute through executive-level negotiations. If the dispute is not resolved within thirty (30) days, either party may initiate binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted before a single arbitrator in San Antonio, Texas. Either party may seek temporary or equitable relief, including injunctive relief, from a court of competent jurisdiction to protect its confidential information, intellectual property rights, or other rights pending final resolution of the dispute. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Any arbitration award shall be final and binding and may be entered in any court having jurisdiction.

 

15.3     Waiver of Jury Trial. To the maximum extent permitted by law, you and Baseload waive any right to a trial by jury for any claim or dispute relating to these terms or the services.

 

15.4     Class Action Waiver. You and Baseload agree that all claims must be brought in an individual capacity and not as a plaintiff, claimant, or class member in any class, collective, representative, or consolidated action or proceeding. The arbitrator may not consolidate claims of multiple parties or preside over any class or representative proceeding.

 

15.5     Survival. This provision survives termination of these Terms and your use of the Services.

 

            15.6     Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send us an opt-out letter to the following address: 

 

Baseload Software, Inc.

ATTN:  Arbitration Filing

174 County Road 4545

Hondo, TX 78861

 

            15.7     Arbitration Agreement Survival. This arbitration agreement will survive the termination OR EXPIRATION OF THESE TERMS.

 

            15.8     Enforcement of Baseload’s Intellectual Property. You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 15, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

 

  1. Notices. Baseload may provide notices to you by email, through your account, or by posting notice within the Services. Such notices will be deemed effective when sent, posted, or made available. You are responsible for keeping your account contact information current. Unless otherwise specified in the Services, notices to Baseload must be sent in writing to the contact information provided below or to any updated contact information that Baseload may designate from time to time.

                       

Baseload Software, Inc.           

                        Attn:  Terms Notices

                        174 County Road 4545

                        Hondo, TX 78861

                        Email: info@baseloadsoftware.com

 

Baseload may update its contact information at any time. You are responsible for using the most current contact information provided by Baseload. Notices to Baseload will be effective upon receipt by Baseload. This Section survives termination of these Terms.

 

  1. Miscellaneous

.  This Section 17 and its subsections will survive termination of these Terms.

 

            17.1     Governing Law. These Terms and any dispute arising from or relating to the Services will be governed by the laws of the State of Texas, without regard to conflict-of-law principles.

 

            17.2     Assignment. You may not assign or transfer your rights or obligations under these Terms without Baseload’s prior written consent. Baseload may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or other corporate transaction.

 

            17.3     Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

 

            17.4     Waiver. A party’s failure to enforce any provision of these Terms will not be deemed a waiver of that provision or any other rights under these Terms. Any waiver must be in writing.

 

            17.5     Force Majeure. Baseload will not be responsible for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, acts of government, war, labor disputes, internet or utility failures, or other force majeure events.

 

            17.6     Compliance with Laws. You are responsible for complying with all laws and regulations applicable to your use of the Services, including privacy, data protection, export control, and sanctions laws. Baseload may restrict or suspend access to the Services where required by law or where continued access would create legal or regulatory risk.

 

17.7 Entire Agreement; Order of Precedence. These Terms, together with the Privacy Policy and any applicable Customer Agreement, constitute the entire agreement regarding your use of the Services. If you access the Services through an organization that has entered into a separate agreement with Baseload, that agreement will control in the event of any conflict with these Terms.