Affiliate Partner Terms and Conditions

Last updated 14 August 2026

THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. IT ALSO REQUIRES PAYMENT OF A RECURRING MONTHLY MEMBERSHIP FEE AS SET OUT IN SECTION 3. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING SECTION 3 AND THE DISPUTE RESOLUTION SECTION BELOW, BEFORE PARTICIPATING IN THE PROGRAM (AS DEFINED BELOW).

This Affiliate Agreement constitutes the provisions herein, the BaseCloud Terms of Service, and the BaseCloud Privacy Policy, both of which are incorporated herein by reference (collectively the “Agreement”). The Agreement governs your activity, application to join, and any subsequent participation in, BaseCloud’s Affiliate Partner program (the “Program”). By accepting the Agreement, or by participating in the Program, you (“Affiliate,” “Partner,” “You” or “you”) agree to be bound by the terms thereof and agree that this is a binding legal agreement between You and BaseCloud LLC, a Texas limited liability company (“BaseCloud,” “we” or “us”). If you are or represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. BaseCloud reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate.

SECTION 1. PROGRAM APPLICATION

You agree to provide all information reasonably requested by BaseCloud in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that BaseCloud retains sole and exclusive discretion to determine whether You qualify for participation in the Program. BaseCloud reserves the right to change its criteria for the Program at any time, for any reason.

Acceptance into the Program requires payment of a recurring monthly Membership Fee as set out in Section 3. Your application is not an obligation to pay. No charge is made unless and until you activate your Membership.

You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. You consent to receive from BaseCloud, at that email address and telephone number, communications concerning your application, your Membership, billing and payment, the operation of the Program, and marketing communications relating to BaseCloud products and services. You may withdraw consent to marketing communications at any time using the unsubscribe mechanism in any such communication, or by written notice to BaseCloud, without affecting communications necessary to the operation of your Membership. BaseCloud processes personal information in accordance with the BaseCloud Privacy Policy and, where applicable, the Protection of Personal Information Act 4 of 2013 (“POPIA”), the CAN-SPAM Act, and the Telephone Consumer Protection Act.

It is your responsibility to control the notifications you do, or do not, receive through your device. To stop receiving text messages from BaseCloud, use the mobile phone corresponding to the number enrolled in BaseCloud text messages and reply “STOP” in response to a text message from the BaseCloud text messaging program. This will only opt you out of the specific BaseCloud text messaging program associated with that phone number, and you will remain opted in to any other text messaging programs in which you have enrolled. The opt out does not preclude messaging that BaseCloud sends for necessary services. You understand and acknowledge that network services, including but not limited to mobile network services, are outside of the control of BaseCloud, and BaseCloud is not responsible or liable for issues arising from them. BaseCloud reserves the right to modify or discontinue, temporarily or permanently, all or any part of BaseCloud text messages, with or without notice. BaseCloud may suspend or terminate your receipt of BaseCloud text messages for any reason without notice to you.

SECTION 2. PROGRAM RULES

You represent and warrant that, when participating in the Program, you will comply with the following Program rules (“Rules”), and, if BaseCloud determines, in its sole discretion, that you are not in compliance with any of the Rules, you will be considered in material breach of this Agreement, and BaseCloud may (in its sole discretion), in addition to seeking any other available remedies in law and equity, terminate this Agreement and Your participation in the Program immediately (which may include, without limitation, forfeiture of earned Commissions), without liability:

1. the Code of Conduct set forth in Exhibit A;
2. the following (collectively, “Laws/Terms”): (i) the terms of the Agreement, (ii) all applicable laws, statutes, treaties, ordinances, regulations, codes, guidance, guidelines, including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance, all as updated (collectively, the “FTC Endorsement Guides”), policies, terms and conditions of third parties to which you and the Program are subject, and (iii) the terms of use, user agreements and other terms and conditions pertaining to the use of each website and/or platform you use; and
3. the BaseCloud Disclosure Requirements set forth in Exhibit B.

SECTION 3. MEMBERSHIP AND FEES

Participation in the Program requires a paid membership (the “Membership”). Your Membership begins when BaseCloud accepts your application and you complete payment of the first Membership Fee, and continues until cancelled in accordance with this Section.

3.1 Membership Fee. The Membership Fee is One Hundred and Forty United States Dollars ($140.00 USD) per month, charged in advance on a recurring monthly basis to the payment method you provide (the “Membership Fee”). The Membership Fee is charged in USD to all Affiliates regardless of location. You are responsible for any currency conversion charges, cross-border fees, or bank charges applied by your card issuer.

3.2 Automatic renewal. Your Membership renews automatically each month on the anniversary of your first payment and will continue to renew, and your payment method will continue to be charged, until you cancel. By activating your Membership you authorise BaseCloud and its payment processor to charge your payment method the Membership Fee on a recurring basis until cancellation.

3.3 What the Membership includes. The Membership entitles you to participate in the Program, including an onboarding session, a partner dashboard, an Affiliate Link, access to BaseCloud Materials made available to Affiliates, and partner support. The Membership is access to the Program only. The Membership does not include a licence, seat, subscription, or any other right to use BaseCloud CRM or any other BaseCloud product or service. Any such licence must be purchased separately at the applicable rates.

3.4 Cancellation. You may cancel your Membership at any time through your partner dashboard or by written notice to BaseCloud. Cancellation takes effect at the end of the billing period in which notice is given. You retain access to the Program until that date. Membership Fees already charged are not refunded, in whole or in part, for any unused portion of a billing period.

3.5 Failed payment. If a Membership Fee payment fails, BaseCloud may attempt to charge your payment method again. If payment is not received within fourteen (14) days of the due date, BaseCloud may suspend your Membership, your Affiliate Link, and your access to the partner dashboard. If payment is not received within thirty (30) days of the due date, your Membership will lapse and Section 4.7 applies as though you had cancelled.

3.6 Changes to the Membership Fee. BaseCloud may change the Membership Fee. BaseCloud will give you not less than thirty (30) days’ written notice before a revised Membership Fee applies to your Membership. If you do not accept the revised Membership Fee, you may cancel under Section 3.4 before it takes effect. Continued payment after the effective date constitutes acceptance.

3.7 Chargebacks. Initiating a chargeback or payment dispute in respect of a Membership Fee, other than in the case of a demonstrable billing error, is a material breach of this Agreement. BaseCloud may suspend or terminate your Membership and participation in the Program immediately on receipt of such a dispute.

3.8 Taxes. The Membership Fee is exclusive of all taxes. You are responsible for any sales, use, excise, value-added, withholding, import, or similar tax or duty imposed by any authority in your jurisdiction in connection with your Membership, other than taxes based on BaseCloud’s net income. Where BaseCloud is required by law to collect such a tax, it will be added to the Membership Fee and shown on your invoice. If you are required by law to withhold any amount from a payment to BaseCloud, you will gross up that payment so that BaseCloud receives the full Membership Fee.

3.9 Existing Affiliates. Affiliates accepted into the Program before 14 August 2026 participate on the terms in force at the date of their acceptance and are not subject to the Membership Fee, unless and until they agree in writing to the terms of this Section. Sections 3.1 to 3.8 and Section 4.7 do not apply to them.

SECTION 4. COMPENSATION

4.1 Upon acceptance into the Program and activation of your Membership, You will receive a unique Affiliate ID through BaseCloud. This Affiliate ID will be incorporated in the URL that You use to advertise BaseCloud (hereinafter, “Affiliate Link”). You may earn Commissions (as further described below) for each sale (“Sale”) that is registered using Your Affiliate ID.

4.2 A Sale is determined to have occurred, provided that a new user (“Prospect”) (i) purchased BaseCloud products or services (“BaseCloud Products”) by accessing the BaseCloud Site directly via an Affiliate Link from one of your authorized channels; and (ii) clicked the Affiliate Link to the BaseCloud Site and purchased BaseCloud Products, provided that it was the last Affiliate Link to the BaseCloud Site that the customer clicked within the last ninety (90) days. All determinations of whether a Sale occurred and whether a Commission is payable will be made by BaseCloud in its sole discretion.

4.3 A Commission is earned only if (i) Affiliate has registered and maintained a usable account with a third party payment provider to receive Commission payments and provided complete and accurate information to BaseCloud to facilitate payment, and (ii) the account of Prospect has remained in good status for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of attempted payout, Affiliate has not maintained a usable account with a third party payment provider or BaseCloud is unable to payout Commissions due to incomplete or inaccurate information provided by the Affiliate.

Affiliates are responsible for ensuring that their Prospects and Customers are not located in or associated with an embargoed or sanctioned person or entity. No Commissions will be earned for Sales to any Prospect or Customer residing in a Sanctioned Country or who is or has an association with a Sanctioned Party. A “Sanctioned Country” means any country or territory that is the target of comprehensive sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region, the so-called Donetsk and Luhansk People’s Republics, and any other country or region that is otherwise the target of sanctions administered by the U.S. Office of Foreign Assets Control (“OFAC”) or an equivalent government agency in other countries. A “Sanctioned Party” means any individual or entity that appears on the Specially Designated Nationals and Blocked Persons List of OFAC or that is otherwise the target of sanctions administered by OFAC or equivalent government agencies in other countries.

4.4 In the event that a Prospect has multiple Affiliate cookies (“Cookies”), the most recently acquired Cookie will generally determine which Affiliate is credited with a Sale except in instances of (i) recently canceled Prospects who attempt to re-subscribe under a different Affiliate within ninety (90) days of cancellation, (ii) cases of self-referral, or (iii) other scenarios at BaseCloud’s sole discretion. If a Prospect signs up for BaseCloud without connection to any Affiliate, that Prospect is considered unaffiliated, and no Commissions will be earned by any Affiliate for that Prospect unless otherwise agreed to by BaseCloud in writing. In instances where a Prospect is affiliated under different Affiliates for different services (such as cases where one Affiliate makes the Sale, but another Affiliate makes an upgrade for the same Prospect), BaseCloud will allocate Commissions as deemed appropriate in BaseCloud’s sole and absolute discretion.

4.5 Affiliates are prohibited from inducing existing affiliated BaseCloud customers from cancelling or transferring their account in order to “unaffiliate” with a previous Affiliate and “re-affiliate” with You. Similarly, Affiliates are prohibited from inducing existing BaseCloud customers to cancel or transfer their unaffiliated accounts in order to affiliate with You. Unless a cancellation or transfer request for affiliation purposes is received directly from the BaseCloud customer in their own capacity, and not at Your direction, Commissions in such instances will not apply, and such behavior shall be deemed a material breach of this Agreement.

4.6 Commission Rates. Commission is payable at forty percent (40%) of the recurring monthly subscription fee received by BaseCloud in respect of a BaseCloud CRM subscription attributable to your Affiliate ID, across all subscription tiers.

Commission is not payable on: (i) once-off implementation, onboarding, migration or setup services, including the 48-Hour Switch; (ii) professional services, custom development, or advertising spend; (iii) any amount refunded, credited, charged back or written off; or (iv) taxes of any kind.

Commission Rates may change from time to time at BaseCloud’s sole discretion, on not less than thirty (30) days’ written notice.

4.7 Commission is conditional on an active Membership. Your entitlement to Commission is tied to your continued participation in the Program as a paid Affiliate. Commission accrues and is payable only in respect of periods during which your Membership is active.

If your Membership is cancelled under Section 3.4, lapses under Section 3.5, or is terminated for any reason, your entitlement to Commission ends on the date the Membership ends. Commission accrued and earned in respect of periods before that date, and which has satisfied the conditions in this Section, will be paid in the ordinary payout cycle. No Commission accrues in respect of any period after that date, including in respect of Prospects or Customers referred by you who remain BaseCloud customers.

Reactivating a lapsed or cancelled Membership does not restore entitlement to Commission in respect of Prospects or Customers referred before the lapse or cancellation, unless BaseCloud agrees otherwise in writing.

4.8 Payout. Except as otherwise provided herein, Commission payouts will be paid on the 15th of each month following BaseCloud’s receipt of payment for a Sale, subject to the other terms of this Agreement. In the event the 15th of the month falls on a holiday or weekend, Commission payouts will typically occur on the following business day, although exceptions may apply. All Commission payouts are calculated based on the amount of fees received by BaseCloud, less sales taxes. All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must be equal to or exceed Fifty United States Dollars ($50.00 USD) before You receive a payment from BaseCloud. If Your combined Commissions in a 120-day period do not exceed $50.00 USD, Your Commissions will not be paid and will be forfeited.

4.9 Payment provider and tax documentation. Affiliates must register with a third party payment provider to receive Commission payouts. BaseCloud or the third party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or other tax documents (the “Required Documents”) before processing Commission payouts. If You fail to submit the Required Documents in a timely manner, BaseCloud or the third party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, BaseCloud may withhold tax where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the applicable governing body or bodies.

4.10 Fraud, refunds and chargebacks. If BaseCloud determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale. If a Commission has already been paid out for a Sale that is later deemed by BaseCloud to be fraudulent or in violation of this Agreement or the law, the Commission amount will automatically be withheld against any future Commissions or refunded back to BaseCloud at its option. BaseCloud may also terminate this Agreement and Your participation in the Program immediately without any further liability to you.

If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned, and the Commission will be deducted from Your future Commission payouts.

4.11 BaseCloud will make reasonable efforts to payout all earned Commissions. In the event that BaseCloud is unable to payout a Commission for any reason outside of BaseCloud’s control, those Commissions may be forfeited at BaseCloud’s sole discretion.

SECTION 5. INTELLECTUAL PROPERTY RIGHTS; MEDIA RELEASE

BaseCloud may provide you with certain intellectual property, resources or materials to be used solely in connection with the Program (collectively, “BaseCloud Materials”). You acknowledge that BaseCloud shall maintain complete ownership of the BaseCloud Materials, and agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the BaseCloud Materials (including all associated goodwill) will inure to the benefit of, and on behalf of, the BaseCloud brand. You agree that nothing in this Agreement gives you any right, title, or interest in the BaseCloud Materials other than the right to use the BaseCloud Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the BaseCloud Materials or the validity of the BaseCloud Materials or this Agreement. In addition, You agree that all of your use of BaseCloud’s trademarks will comply with the latest edition of BaseCloud’s Brand Style Guidelines and all other directions from BaseCloud regarding the form and manner of the application of the trademarks. This includes using trademark notices, including the ® symbol, only as instructed by BaseCloud. You further agree that your authorization to use the BaseCloud Materials, including BaseCloud’s trademarks, is personal; so you may not sublicense or otherwise allow anyone else to use the BaseCloud Materials. At BaseCloud’s request, you will provide samples of all materials that include any of BaseCloud’s trademarks.

BaseCloud hereby grants to you a non-exclusive, royalty-free license to use the BaseCloud Materials solely in connection with and as necessary to conduct the services hereunder in a manner approved by BaseCloud in advance for use.

All rights with respect to the software or services provided by BaseCloud (“Services”), and BaseCloud’s name, trademarks, logos, or other intellectual property (“BaseCloud IP”), whether now existing or which may hereafter come into existence, which are not expressly granted to Affiliate herein are reserved to BaseCloud. Any goodwill generated through Affiliate’s use of BaseCloud IP shall inure solely to the benefit of BaseCloud. Except as set forth in this Agreement, Affiliate may not use BaseCloud’s IP without BaseCloud’s prior written consent, including but not limited to using BaseCloud’s trademarks or brands as part of Your company name or domain name. Affiliate will promptly notify BaseCloud of any infringement or threatened infringement of any BaseCloud IP or rights of BaseCloud of which Affiliate becomes aware and will provide reasonable assistance to BaseCloud, at BaseCloud’s expense, in connection therewith. Affiliate shall not promote or provide services to any other business or person that is infringing any of BaseCloud’s IP. Affiliate will use commercially reasonable means to protect the security of the Services on Affiliate’s system and network, including internal and public websites, from hacking or other unauthorized access, modification or redistribution. Upon becoming aware of any breach in security, Affiliate shall notify BaseCloud and take prompt action to remedy such breach.

Affiliate grants to BaseCloud a non-exclusive, royalty-free license to use any content or materials published or distributed by Affiliate in connection with BaseCloud and the Program for any lawful purpose, including, without limitation, the purposes of (i) further promoting BaseCloud, (ii) marketing and generating interest in the Program, (iii) highlighting the creativity or achievements of You or other Affiliates, or (iv) for any other purpose agreed upon between You and BaseCloud. Affiliate represents and warrants that all content and materials that You publish and distribute related to BaseCloud and/or the Program do not infringe any intellectual property right of third parties, including other Affiliates and BaseCloud.

If Affiliate elects to participate in any events or media activities, such as virtual and in-person events, contests, strategy sessions, monthly virtual workshops, podcasts, masterminds, summits, conferences and any other activities that the parties may agree to from time to time (collectively, “Activities”), Affiliate further grants to BaseCloud all ownership rights and the absolute and irrevocable right and permission to copyright, use and publish content that may contain the Affiliate’s image, voice, likeness and any of Your other contributions (“Likeness”) that were obtained during Your participation in the Activities described above. The Likeness may be copyrighted, used and/or published individually or with other photography or video works, in any medium and for any lawful purpose.

You represent and warrant that (i) no other party has been granted an exclusive license with respect to the Likeness, and (ii) no other party’s authorization or consent is required with respect to the permission granted to BaseCloud under this Section.

You waive any right that You may have to inspect or approve BaseCloud’s use of the Likeness, or the advertising copy or printed matter that may be used in connection with the use and/or publication of the Likeness. You release BaseCloud from all claims for libel, slander, invasion of privacy, infringement of copyright or right of publicity, or any other claim related to the Likeness. This release includes without limitation any claims related to blurring, distortion, alteration, optical illusion, digital alteration, use in composite form, whether intentional or otherwise, or use of a fictitious name, that may occur or be produced in the processing or publication of the Likeness.

SECTION 6. TERM AND TERMINATION

The term of this Agreement begins on your acceptance of this Agreement, including acceptance by electronic means, and continues until terminated.

You may cancel your Membership at any time in accordance with Section 3.4, which ends your participation in the Program at the end of the then-current billing period.

BaseCloud may terminate this Agreement and your participation in the Program at any time, with or without cause, on thirty (30) days’ written notice. Where BaseCloud terminates without cause, BaseCloud will refund the pro-rata portion of any Membership Fee paid in respect of the period after termination takes effect.

If, in our sole determination, You defaulted or made an attempt to default on any term or provision of the Agreement, or violated or allegedly violated any Laws/Terms, whether in connection with Your use of BaseCloud or otherwise (collectively, “Default/Breach”), we may terminate the Agreement, freeze Your Commissions, or suspend Your access to the Services immediately at any time without notice to You and without refund of any Membership Fee. In such an instance, and in our sole discretion, we may also, for the aforementioned reasons, terminate our relationship and suspend any accounts owned or controlled by You. In the event this Agreement is terminated due to Your Default/Breach, You immediately forfeit all Commissions, and any other payments owed to You or that may in the future be owed to You, without any further liability by BaseCloud to You.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive will survive, including, but not necessarily limited to, Section 3.7 (chargebacks), Section 4.7 (cessation of Commission), all limitations of liability, disclaimers of warranties, indemnity obligations, and class action waiver provisions. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your BaseCloud account.

SECTION 7. ADDITIONAL REPRESENTATIONS AND WARRANTIES

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against, You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify BaseCloud of the same within 24 hours. BaseCloud, in its sole and exclusive discretion, may immediately terminate Your participation in the Program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.

SECTION 8. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the Parties with regard to the Program and supersedes any other written or oral agreement between the Parties. In the event that you have executed a separate written agreement related to the Program, that separate agreement shall prevail in the event of a conflict between it and this Agreement.

SECTION 9. INDEPENDENT CONTRACTOR

Affiliates are independent contractors of BaseCloud. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between BaseCloud and You by virtue of this Agreement. You have no right to act on behalf of or bind BaseCloud in any way, nor share in the profits or losses of BaseCloud. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions and the acts and omissions of anyone working on your behalf, as well as for any taxes due hereunder. BaseCloud may provide compliance recommendations and/or Program recommendations, such as strategy sessions, marketing techniques, suggestions or guidance on complying with applicable Laws/Terms, or other materials and resources intended solely for informational and entertainment purposes (collectively, “Recommendations”). Such Recommendations should not be relied upon to ensure Your compliance with Laws/Terms. You are solely responsible for ensuring that Your participation in the Program and all subsequent activities comply with Laws/Terms, and BaseCloud assumes no liability or responsibility for monitoring or confirming Your compliance or informing You of non-compliance.

SECTION 10. NO GUARANTEE

BaseCloud does not promise, guarantee, or warrant Your business success, income, or sales, and does not promise, guarantee or warrant that You will earn any Commission or recover the cost of Your Membership Fee. Any illustration of potential Commission published by BaseCloud is illustrative only and is not a projection or promise of earnings. You understand, acknowledge, and agree that BaseCloud will not at any time provide sales leads or referrals to You. You understand and agree further that neither BaseCloud nor the Program is a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

SECTION 11. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, in no event shall BaseCloud or any of its members, managers, officers, directors, shareholders, employees, independent contractors, telecommunications providers, or agents be liable for any indirect, special, incidental, exemplary, consequential, or punitive damages, or for any loss of use, loss of profits, loss of revenue, loss of data, loss of goodwill, loss of anticipated savings, or cost of procurement of substitute services or products, arising from or related to this Agreement, the Membership, the Program, the Services, the Recommendations, the BaseCloud Materials, or your or any third party’s use or attempted use of any of the foregoing, regardless of whether BaseCloud has been advised of the possibility of such damages, and on any theory of liability, whether in contract, tort (including negligence and strict liability), warranty, statute, or otherwise.

To the maximum extent permitted by applicable law, BaseCloud’s total aggregate liability to you for all claims arising out of or relating to this Agreement, the Membership, or the Program shall not exceed zero United States Dollars ($0.00).

Nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

If a court of competent jurisdiction determines that the limitation in the second paragraph of this Section is unenforceable, BaseCloud’s total aggregate liability shall instead be limited to the total Membership Fees actually paid by you to BaseCloud in the twelve (12) months immediately preceding the event giving rise to the claim.

Subject to applicable law, the remedies set forth above are your sole and exclusive remedies for BaseCloud’s entire obligation and liability. Nothing in this Section prevents BaseCloud from seeking any and all remedies available to it at law or in equity.

SECTION 12. DISPUTE RESOLUTION, CLASS ACTION WAIVER, & GOVERNING LAW

You agree that all matters relating to the Program, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts sitting in Collin County, Texas, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside.

Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under separate terms and conditions may not be subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

In the event of any controversy or dispute between BaseCloud and you arising out of or in connection with the Program, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

YOU AND WE AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH THE PROCEDURES SET FORTH ABOVE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT ALLOWED. YOU MAY BRING A CLAIM ONLY ON BEHALF OF YOURSELF AND CANNOT SEEK RELIEF THAT WOULD AFFECT OTHER USERS OF OUR SERVICES OR THE PROGRAM.

SECTION 13. INDEMNITY

You agree to protect, defend, indemnify and hold harmless BaseCloud, its officers, directors, employees, owners, and parent companies and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You, (2) any alleged or actual Default/Breach of this Agreement by You, (3) the use or possession of any BaseCloud property, including, without limitation, any BaseCloud IP or BaseCloud Materials, (4) any negligence, gross negligence or willful misconduct by or on behalf of You or those working on your behalf, (5) your use and/or modification of any of the Services, including Affiliate Links, in connection with this Agreement, and (6) any materials you create or campaigns you run in connection with the Program. BaseCloud reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with our defense of any claim. You will not in any event settle any claim without the prior written consent of BaseCloud.

SECTION 14. SEVERABILITY

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement, as so modified, shall continue in full force and effect.

SECTION 15. JUDICIAL ACTION FOR PROVISIONAL RELIEF

The Parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to BaseCloud for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event BaseCloud shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by Affiliate or those working on its behalf.

SECTION 16. COMPLAINT NOTIFICATION

Affiliate must notify BaseCloud of any complaint received by Affiliate regarding any content disseminated hereunder within twenty-four (24) hours of receiving such complaint. Notice should be sent to the BaseCloud Customer Support Team.

SECTION 17. FORCE MAJEURE

No party will be liable for nonperformance of any of its obligations under this Agreement if its nonperformance was due to a Force Majeure Event as defined in this Section, if reasonable notice and good faith efforts to find a reasonable solution are provided. “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred and its anticipated effect on performance.

For the avoidance of doubt, a Force Majeure Event does not suspend your obligation to pay the Membership Fee, and does not suspend the operation of Section 4.7.

SECTION 18. CONFIDENTIALITY AND PRIVACY

“Confidential Information” means any non-public business, technical, financial or other proprietary information you may receive from us during the term of this Program, including without limitation any brand guidelines, data, personal information of Customers or Prospects that BaseCloud provides to you for the purpose of fulfilling your obligations under the Program or under a separate agreement for services (“Personal Information”), or the terms of this Agreement. You agree to hold our Confidential Information in strict confidence and not disclose it to any third party or use such Confidential Information for any purpose other than as expressly allowed here.

Confidential Information will not include: (a) information that is or becomes publicly available through no fault of yours, (b) information that was in your possession or known by you without restriction prior to receipt from us, (c) information that was rightfully disclosed to you by a third party without restriction, or (d) information that was independently developed by you without use of any of our Confidential Information. You may disclose our Confidential Information where required by law or court order, provided that, to the extent legally permissible, you shall promptly notify us so that we may try to limit disclosure and obtain confidential treatment or a protective order for our Confidential Information.

With regard to Personal Information, you represent and warrant that you will process Personal Information in accordance with all applicable data protection law, including without limitation the Protection of Personal Information Act 4 of 2013 (POPIA) and, where applicable, the General Data Protection Regulation, and in compliance with the BaseCloud Privacy Policy. You also represent and warrant that you will maintain and make your own privacy policy available to Customers or Prospects with whom you interact as part of the Program or services you provide to BaseCloud under separate agreement. Additionally, you represent and warrant that you will not share or sell any Confidential or Personal Information to third parties, regardless of whether that third party is under an obligation of confidentiality, without BaseCloud’s express written consent.

SECTION 19. LIABILITY FOR ANY THIRD-PARTY SERVICES

We are not responsible for the content or services of any third party, and we make no representations regarding the content or accuracy of any third-party services or materials. This includes, without limitation, the payment processor used to collect the Membership Fee and the third party payment provider used to pay Commissions.

EXHIBIT A

CODE OF CONDUCT

Affiliate shall comply with the provisions of any applicable BaseCloud policy and BaseCloud instructions provided to Affiliate. This includes immediate compliance with BaseCloud’s requests for removal of certain content, statements, materials, or any other collateral posted or distributed by Affiliate.

Any claims Affiliate makes about BaseCloud or BaseCloud’s products or services shall reflect Affiliate’s honest and truthful opinions. If Affiliate’s positive opinions about BaseCloud or BaseCloud’s products or services should change during participation in the Program so that Affiliate no longer can truthfully endorse BaseCloud, Affiliate shall immediately advise BaseCloud and BaseCloud shall have the right to terminate the Agreement.

Any materials published by Affiliate must represent fair, accurate, typical and truthful depictions of what is represented, be typical of what the average consumer can expect to achieve, and clearly and conspicuously disclose generally expected results.

Affiliate is expressly prohibited from making any express or implied claims that BaseCloud is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

Affiliate may not make, publish or communicate any claims or statements that expressly or impliedly guarantee that a Prospect will make money by using BaseCloud or by becoming an Affiliate.

Affiliate may not represent, expressly or by implication, that participation in the Program guarantees, or is likely to produce, any particular level of Commission, income, or return on the Membership Fee. Any illustration of potential earnings published by BaseCloud is illustrative only and must not be presented by Affiliate as a projection or promise.

Affiliate must correct any statement that later becomes inaccurate.

Affiliate may not make deceptive or misleading claims, or claims that are not substantiated (i.e., adequate proof must exist to back up the claim).

If Affiliate chooses to comment on BaseCloud competitors or their products, it must be made clear that such comment is not on behalf of or as a representative of BaseCloud, and such comment cannot be construed as defamatory, misleading or deceptive, unfair or unsubstantiated.

Affiliate may not engage in defamation, slander, or libel regarding BaseCloud, BaseCloud employees, BaseCloud Affiliates, or other parties associated with BaseCloud.

Affiliate may not engage in any communication or disseminate content that is unlawful, harassing, or abusive.

Affiliate may not disseminate any content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless Affiliate owns or controls all rights in the content and all elements of the content or has received all necessary consents. For example, Affiliate may not post photos or video content without written permission from the person who owns the photo or video as well as any persons (other than Affiliate) depicted in the photo or video, and Affiliate may not use music or sounds that are not cleared for use commercially and as contemplated by this Agreement.

Affiliate may not disseminate any materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

Affiliate may not use software or technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.

Affiliate may not impersonate BaseCloud or BaseCloud employees, or otherwise imply that Affiliate has the authority to bind or represent BaseCloud.

Affiliate will only use their Affiliate Link without manipulation.

Affiliate will not share their Affiliate Link with any other affiliate.

Affiliate may not incite, advocate, or express hatred, ethnic slurs, bigotry, racism, or gratuitous violence.

Affiliate may not disseminate pornography, vulgarity, profanity, obscenity, or use other offensive language or content, nor depict nudity or sexually explicit content.

Affiliate may not promote excessive or irresponsible consumption of alcoholic beverages or promote any illegal or abusive drug use.

Affiliate may not misrepresent the source of anything in their posted content, including by impersonating another individual or entity.

Affiliate may not use content that contains advertising for Affiliate or third parties (including, without limitation, money making schemes, discount cards, credit counseling, online surveys).

Affiliates may run paid advertising campaigns hereunder as long as you comply with Laws/Terms.

Affiliate may not engage in any unlawful or deceptive actions with respect to search engine optimization.

Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.

Affiliate shall not run any contests or offer any prizes to Prospects or Customers without the prior written approval of BaseCloud, and all such contests and prizes must be administered in compliance with all laws and regulations that govern contests and sweepstakes.

Affiliate may not “self-refer,” meaning that only transactions by other persons using your Affiliate Link will result in Commissions.

Affiliate may not engage in deceptive, manipulative or fraudulent behaviors (whether done independently, in coordination with a Prospect, or another affiliate) or otherwise engage in conduct that, in BaseCloud’s sole discretion, is abusive of or outside the spirit of the Program in order to acquire additional Commissions.

Affiliate will not in any way copy, resemble, or mirror the look and feel of BaseCloud’s Website nor use any means to create the impression that your content is BaseCloud’s, including by framing BaseCloud’s website in any manner.

Affiliate may not engage in cookie stuffing or include pop-ups or false or misleading links.

Affiliate will not attempt to mask the referring URL information (i.e., the page from where the click is originating).

Affiliate will not send unsolicited bulk emails, text spam, form spam, social media spam or any other form of communication to which Prospects or others have not consented.

Affiliate agrees to comply with all laws and regulations applicable to the sending of any email communications, including the CAN-SPAM Act, privacy laws, and data security standards consistent with the industry, and shall indemnify BaseCloud for any claims resulting from failure to do so. Emails must be sent on Affiliate’s behalf and must not state or imply that they are being sent on behalf of BaseCloud. Affiliate shall be the “designated sender” of any emails Affiliate sends that include BaseCloud links, scrub the prospective list of recipients against applicable do-not-email lists, include a functioning opt-out mechanism in all such emails, and honor all opt-outs.

Affiliate agrees to comply with all laws and regulations applicable to the sending of any text communications, including the TCPA and related state laws, privacy laws, and data security standards consistent with the industry, and shall indemnify BaseCloud for any claims resulting from failure to do so. Texts must be sent on Affiliate’s behalf and must not state or imply that they are being sent on behalf of BaseCloud. Affiliate must not text any third party without prior written consent, and you must honor all opt-outs.

Affiliate agrees to comply with all privacy laws and regulations when collecting Personal Information of Prospects and Customers. Affiliate agrees to comply with BaseCloud’s Privacy Policy in its treatment of Personal Information, and Affiliate agrees to implement and post its own Privacy Policy.

Affiliate agrees to comply with export and sanctions laws and regulations when engaging Prospects and Customers, and Affiliate shall not attempt to enable any Sales to Sanctioned Parties or people in Sanctioned Countries without BaseCloud’s prior written approval.

Affiliate will not create advertisements that appear on (a) sites and apps that contain or reference categories of adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.

Affiliate will not use any images, text, or other content provided to you by BaseCloud except as authorized by BaseCloud in advance in writing, and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved.

Affiliate will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by BaseCloud in writing. BaseCloud may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offers, and you agree to comply with all terms and limitations that BaseCloud establishes in connection with such promotional offers as well as all Laws/Terms.

Unless otherwise agreed upon in writing by BaseCloud, Affiliate may not promote through a sub-affiliate network.

Affiliate may not provide or create links to external sites that violate this Code of Conduct.

The maintenance and updating of your content, accounts, and sites will be your responsibility, but we may monitor the foregoing and you agree to honor any of our requested changes provided they relate to the Program.

EXHIBIT B

BaseCloud Disclosure Requirements

Affiliate represents, warrants and agrees to comply with the following guidelines for all content created on BaseCloud’s behalf:

I. Disclosure Requirements

Affiliate must make their material connections to BaseCloud (and/or its brands, products, services, as applicable) known to viewers of their content in a manner that is consistent with the Agreement, the requirements set forth in these BaseCloud Disclosure Requirements, and all applicable law and industry guidance, including, without limitation, the Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC’s business guidance, “Endorsement Guides: What People are Asking.”

Material connections may include, without limitation, monetary compensation, free product, gift cards, discounts, personal or professional relationships, access to events or experiences, and more. For clarity, Affiliate’s material connections must be disclosed even when simply tagging BaseCloud or its brands, or simply posting a picture or a video of Affiliate enjoying using one of BaseCloud’s products or services.

II. Disclosures Must Be Made “Clearly and Conspicuously”

1. Clearly

Disclosures (1) must be easy to understand by an ordinary viewer of Affiliate’s content (including by members of groups to which it is targeted), (2) must accurately describe Affiliate’s material connections, and (3) must not be contradicted by or inconsistent with anything else in Affiliate’s content.

Unless otherwise agreed in advance in writing by BaseCloud, these are the options for material connection disclosures.

For disclosure of a material connection, Affiliate may use #ad, provided that it is otherwise clear that BaseCloud is the sponsor of the post.

As applicable, the following are also permissible:

• “Sponsored by BaseCloud”
• Natural language making the connection easily understandable. For example: “I am a paid affiliate marketer for BaseCloud”; “Paid post for BaseCloud”; “I was paid by BaseCloud to…”

If Affiliate is receiving Commissions in connection with an Affiliate Link:

• If Affiliate’s post clearly and conspicuously identifies BaseCloud as the sponsor, includes #ad, and viewers can see #ad and Affiliate’s Affiliate Link at the same time, no additional disclosures are needed.
• If #ad and the Affiliate Link are not viewable at the same time, Affiliate must include one of the following disclosures when posting Affiliate’s Affiliate Link: “This is an affiliate link and I get commissions for purchases made through links in this post”; or “I am a BaseCloud affiliate, which means I get a commission when purchases are made through this link: [URL]”

The following material connection disclosures DO NOT work alone and thus MAY NOT BE USED AS STANDALONE DISCLOSURES:

• #BaseCloudAffiliate
• Abbreviations that would not be understood by consumers (e.g., #spon, #pd, #sp, #collab, etc.)
• Only using #partner, #ambassador, #consultant, #adviser, #affiliate, #teamBaseCloud, etc.
• Only using “thank you”, “thanks,” “gift” or “gifted” (without explanation if Affiliate is referring to receiving something of value)
• Only using #endorsement
• Only using a platform’s branded content tool without further disclosure
• Only tagging or @mentioning BaseCloud
• Only using a campaign hashtag

1. Conspicuously

Disclosures must be made regardless of space limitations and appear in each applicable post or piece of content.

If an endorsement is made through visual means, the disclosure should be made at least visually. If the endorsement is made audibly, the disclosure should be made at least audibly. And if the endorsement is made through both visual and audible means, the disclosure should be made both visually and audibly. For clarity, depending on the creative and the post format, multiple types of disclosures may be prudent.

Some factors to consider when assessing the conspicuousness of a visual disclosure include: the font, color and size of the disclosure, how well it contrasts against the frame (it might make sense to have a solid background behind the disclosure), how much time followers have to look at the frame, and the impact of competing text or other visual elements.

Some factors to consider when assessing the conspicuousness of an audible disclosure include: the speed, volume and cadence of the disclosure, how close in time the disclosure is to the mention of BaseCloud (or its products or services), the impact of competing background music and other sounds, and whether repetition may be needed due to livestreaming, post length or other factors.

III. Disclosure Requirements Based on Posting Format

In-feed posts (such as X (formerly Twitter), Facebook, LinkedIn and Instagram grid posts):

• Disclosures must appear in the first two lines of text.
• Disclosures should not be buried (e.g., disclosures should not be only in a bio or below the fold, or otherwise require consumers to scroll down; under a hyperlink, like a “More,” “Legal” or “Disclosure” button; or in the middle or at the end of a series of hashtags, other disclosures, or general copy).

Video:

• Place the disclosure within the video itself and in the description of the video, and display the disclosure in the video long enough for a viewer to be able to read and understand it.
• Disclosures must appear at the beginning of the video (within the video) as well as in the video description.
• It is NOT sufficient to make a disclosure only on an end card.

Stories, Snaps, TikToks, etc.: Superimpose the disclosure over the images or video in a way that is (1) easy to notice, read and comprehend in the time that viewers have to look, and (2) well-contrasted against the background and positioned with consideration for where the viewer’s attention is drawn.

Live stream: Repeat disclosures throughout the stream as needed to ensure that consumers hear them if they join at different times.

Platform-specific transparency tools, such as the “Branded Content” tools on Instagram, should be used in addition to the above disclosure options on social media, but may not be used as a substitute.

In the event Affiliate is posting on one social media platform and the post may be syndicated to another social media platform, disclosures must travel with the post and appear unavoidably (e.g., pre-click) on all platforms.

IV. Modifications

Affiliate hereby agrees that BaseCloud shall have the right to make modifications to the BaseCloud Disclosure Requirements and any of the policies or guidance included therein, and Affiliate shall comply with any such modifications, so long as such modifications are provided to Affiliate.