Partner Agreement

Effective 2026-09-23.

This agreement sets the terms of the BaseLoom partner (referral) program. It is between BaseLoom, a sole proprietorship based in India ("BaseLoom", "we", "us"), and the firm or individual that accepts it ("Partner", "you"). Please read it before you accept. Our Terms of Service, Privacy Policy and Acceptable Use Policy also apply to any use you make of the tools.

1. The program

1.1 We appoint you as a non-exclusive referral partner for the BaseLoom tools listed at https://app.baseloom.app. You introduce the tools to businesses you advise or know. We (with our Merchant of Record) sell, bill and support. You do not sell in our name and you do not collect money for us.

1.2 You receive a referral code and a tracking link for each tool (https://app.baseloom.app/?app=<tool>&partner=<code>). A subscription started through that link, or through a checkout that carries your code, is a "Referred Subscription". Where two partners claim the same subscription, the tracking record of the affiliate platform decides.

1.3 The program is for businesses and professionals. You must be at least 18 and, if you accept for a firm, authorised to bind it.

2. Commission

2.1 We pay you 30 percent of the pre-tax subscription price of every payment received on a Referred Subscription, for as long as that subscription stays active, including renewals, upgrades and downgrades. "Pre-tax" means the price excluding sales tax, VAT, GST and similar taxes collected by the Merchant of Record.

2.2 Commission is calculated by the affiliate platform (Rekomi) from the payment data of our Merchant of Record (Dodo Payments) and paid monthly, after the payment has cleared and the 14-day refund window has passed, by the payout method you choose on the platform.

2.3 Refunded or charged-back payments earn no commission. Commission already paid on them is deducted from your next payout.

2.4 Free trials and the free sandbox earn nothing. Commission starts with the first paid charge.

2.5 We may change list prices. Commission stays 30 percent of the pre-tax amount actually paid.

2.6 No commission is payable on a subscription taken out by you or your own firm for its own use, or on a subscription obtained by a breach of this agreement.

3. Your choice to decline or pass on commission

3.1 You may, at any time and for any client or all clients, elect one of these options on the platform or by email to legal@baseloom.app:

• (a) Standard: you receive the commission.
• (b) No commission: you receive nothing on that client's subscription.
• (c) Client discount, where available: instead of paying you, we give the client a discount on its subscription equal to the commission, applied through the Merchant of Record, for as long as the election stands. If our payment systems cannot apply the discount for a client, we will tell you, and you may choose (b) instead.

3.2 An election applies to payments made after we confirm it. You must make election (b) or (c) where your professional rules, your employer, or the client's own rules do not allow you to receive the commission (see section 5).

3.3 We keep a record of each election and can confirm it in writing to you or, at your request, to your client.

4. Disclosure to clients and audiences

4.1 You must clearly tell every client, prospect and audience you recommend BaseLoom to that you are paid a referral commission by BaseLoom if they subscribe (unless you have made election 3.1(b) or (c) for them, in which case you should say so instead).

4.2 The disclosure must be clear, in plain words, placed next to the recommendation (not only in a footer, terms page or linked page), made before the client decides, and repeated in each medium you use (email, proposal, post, video, talk). A short text you may copy is in the Partner Disclosure page.

4.3 This follows the US Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), the FTC rule on consumer reviews and testimonials (16 CFR Part 465) and section 5 of the FTC Act, and similar rules elsewhere, including the UK CAP Code and the Digital Markets, Competition and Consumers Act 2024, the EU Unfair Commercial Practices Directive, and Indian consumer protection and advertising rules. Where a stricter local rule applies, follow it.

4.4 You must not present a paid recommendation as independent, unpaid or neutral advice, and you must not post reviews of the tools without disclosing the commission.

5. Licensed professionals

5.1 If you are an attorney, certified public accountant or chartered accountant, auditor, enrolled agent, investment adviser, broker-dealer representative, insurance producer, or other licensed or regulated professional, you alone are responsible for complying with the rules that govern you on referral fees, commissions, independence, conflicts of interest and client consent. Examples include:

• the AICPA Code of Professional Conduct rules on commissions and referral fees and on independence, which bar commissions from attest clients and require disclosure to other clients, and the equivalent rules of state boards of accountancy and other accounting bodies;
• the ABA Model Rules of Professional Conduct (including rules 1.7, 1.8 and 5.4) and your state bar's version of them, on conflicts, business dealings with clients and informed client consent;
• US Securities and Exchange Commission and state rules for investment advisers, including disclosure of conflicts and compensation, and insurance regulators' rules for producers;
• the rules of your professional body in any other country.

5.2 Where those rules require client consent, you must obtain it, in the form they require, before you receive commission on that client. Where those rules forbid the commission, you must make election 3.1(b) or (c) for that client.

5.3 We do not give you legal or ethics advice, and nothing we say about these rules replaces your own review. You will indemnify us against claims, fines and costs arising from your breach of your professional rules.

6. Anti-bribery and public sector

6.1 You must comply with the Prevention of Corruption Act 1988 (India), the US Foreign Corrupt Practices Act, the UK Bribery Act 2010 and any other anti-bribery law that applies to you.

6.2 You must not offer, promise, give, request or accept any payment, gift, hospitality or other advantage, directly or through anyone else, to obtain or keep business for BaseLoom or to influence any person improperly. You must not share your commission with any employee, officer or agent of a client, or with any government official, political party or candidate.

6.3 You must not refer a government body, public-sector organisation, state-owned enterprise or public international organisation where paying you commission would breach procurement, gift or conflict-of-interest rules, unless we have agreed in writing in advance. If in doubt, ask us first at legal@baseloom.app.

6.4 You must tell us promptly if you, or anyone in your firm who works on the program, is a government official or becomes one.

6.5 We may withhold commission and end this agreement immediately if we reasonably believe you have breached this section.

7. How you may promote

7.1 You may use the free sandbox with sample data to demonstrate tools, quote the descriptions and prices we publish, and help clients subscribe.

7.2 Your marketing must comply with the email and marketing laws that apply to it, including CAN-SPAM (US), the UK GDPR and the Privacy and Electronic Communications Regulations (UK), the EU GDPR and national ePrivacy rules (EU), Canada's Anti-Spam Legislation (CASL), and the Australian Spam Act 2003. In particular you must not:

• send spam, unsolicited bulk email or messages without the consent or opt-out the law requires;
• use purchased or scraped lists of personal addresses, or hide who you are;
• bid on "BaseLoom" or confusingly similar terms in search advertising, or register domains, social accounts or app names containing it;
• impersonate us or suggest you are our employee or agent.

7.3 Your claims must be true and not misleading. Use only the descriptions, prices and screenshots we publish or approve in writing. You must not claim or imply that a tool:

• guarantees any recovery, refund, saving or amount of money;
• guarantees compliance with any law, audit, certification or regulator;
• replaces legal, tax, medical, accounting or other professional advice;
• has any feature, certification or approval that we do not publish.

7.4 You remain responsible for the advice you give your clients. BaseLoom outputs are drafts for professional review, as our Terms of Service and Disclaimer say.

7.5 We may ask you to change or remove any marketing that breaks this section. You must do so within 5 business days, or at once where it is unlawful.

8. Data protection

8.1 Each party is an independent controller of the personal data it collects for its own purposes: you for your own clients, prospects and contacts; we for our customers, users and partners. Neither party processes personal data on the other's behalf under this agreement.

8.2 Each party must comply with the data protection laws that apply to it, including, where relevant, India's Digital Personal Data Protection Act 2023, the EU and UK GDPR, and US state privacy laws.

8.3 You must not send us, and we will not send you, client files, uploads, documents or data sets. Clients use the tools directly. Do not upload a client's files to the tools unless you are the subscriber and the client has authorised it.

8.4 We share with you only what you need to check your commission: the tool, the start date, the status and the amount of each Referred Subscription, and client names only where the client subscribed through your link and the platform shows them. You may use this only to manage the program.

8.5 How we handle your own personal data as a partner is described in our Privacy Policy.

9. Sanctions and export

9.1 You confirm that you are not, and are not owned or controlled by, a person on a US, EU, UK or UN sanctions list, and that you are not located, organised or ordinarily resident in Cuba, Iran, North Korea, Syria, the Crimea, Donetsk or Luhansk regions of Ukraine, Russia or Belarus.

9.2 You must not refer any person or business that is on those lists, is owned or controlled by a listed person, or is located in those countries or regions. No commission is payable on such a referral, and we will cancel the subscription.

9.3 You must tell us promptly if any of this changes.

10. Taxes

10.1 You are responsible for all taxes on your commission, including income tax and any GST, VAT or sales tax you must charge or account for, and for registering where required.

10.2 The affiliate platform collects the tax forms it needs (for example W-9, W-8BEN or W-8BEN-E, or local equivalents) before paying you. If a form is missing or invalid, payouts may be held until it is supplied.

10.3 If the law requires tax to be withheld from a payout, the amount withheld is treated as paid to you.

11. Independent contractor

11.1 You are an independent contractor. Nothing in this agreement creates an employment, agency, partnership, franchise or joint venture relationship. You cannot bind us, make promises for us, or accept orders or money for us.

11.2 You bear your own costs. We do not reimburse expenses unless we agree in writing.

12. Confidentiality

12.1 Each party keeps confidential the other's non-public information received under this program, including commission reports, unpublished features and pricing, and client information, and uses it only for the program.

12.2 This does not cover information that is public through no fault of the receiving party, already known to it, independently developed, or that must be disclosed by law or a regulator (with notice to the other party where lawful).

12.3 This section survives for 3 years after the agreement ends.

13. Our name and marks

13.1 We give you a limited, revocable, non-transferable right to use the BaseLoom name and the materials we supply, only to promote the tools under this agreement and in the form we supply. All rights stay with us. The right ends when this agreement ends.

14. Liability

14.1 Neither party is liable to the other for indirect or consequential loss, or loss of profit, revenue or goodwill.

14.2 Our total liability to you under or in connection with this agreement is limited to the commission payable to you in the 6 months before the event giving rise to the claim.

14.3 Nothing limits liability for fraud, for your indemnities in sections 5.3 and 14.4, or for anything that cannot be limited by law.

14.4 You will indemnify us against claims, fines and costs caused by your breach of sections 4, 6, 7, 8 or 9.

15. Term and ending it

15.1 This agreement starts when you accept it and runs until either party ends it with 30 days' written notice (email is enough).

15.2 We may end it immediately by notice if you breach section 4, 5, 6, 7, 8 or 9, or commit fraud (including self-referral schemes, fake accounts or cookie stuffing).

15.3 After it ends, commission continues on Referred Subscriptions that were active on the end date, for as long as they stay active, unless the agreement was ended for your breach under section 15.2, in which case commission stops on the end date and unpaid commission on the breaching referrals is forfeited.

15.4 Sections 2.3, 5.3, 8, 10, 12, 14, 15.3 and 16 survive the end of this agreement.

16. General

16.1 Changes. We may change this agreement by posting the new version on the program page and emailing partners at least 30 days before it takes effect. If you do not agree, you may end the agreement before that date. Continuing to refer after that date is acceptance. Changes to the commission rate never reduce commission on payments already made.

16.2 Governing law. This agreement is governed by the laws of India.

16.3 Disputes. The parties will first try to settle any dispute in good faith for 30 days after written notice. Any dispute not settled will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act 1996. The seat and venue of arbitration is Mumbai, India, and the language is English. Hearings may be held by video conference. The courts at Mumbai have exclusive jurisdiction over matters the arbitration does not cover, including interim relief, though either party may seek urgent injunctive relief in any competent court.

16.4 Electronic acceptance. You accept this agreement by ticking the acceptance box or clicking accept on the program sign-up page. That is a valid electronic contract under the Information Technology Act 2000 and the Indian Contract Act 1872, and under the electronic signature laws of your country. We keep a record of the version you accepted and when.

16.5 Assignment. You may not assign this agreement without our written consent. We may assign it to a successor of the BaseLoom business with notice to you.

16.6 Entire agreement. This agreement, with the documents it links to, is the whole agreement about the program. If any part is unenforceable, the rest stays in force.

16.7 Notices. Notices to us go to legal@baseloom.app. Notices to you go to the email on your partner account.