End-User License Agreement

1. Acceptance and authority

You must be at least 18 years old and able to enter into a binding contract to use BasePO. If you use BasePO for a company or other organization, you represent that you have authority to bind that organization, and “you” includes that organization. Our Privacy Policy explains how we handle personal information.

2. The BasePO service

BasePO is a purchasing and operations platform that can help authorized organizations create and manage purchase orders, suppliers, receiving records, inventory workflows, exports, collaboration, operational invoices, and payment status. Available features may depend on your plan, workspace configuration, and connected services. Unless we agree otherwise in writing, invoice and payment functionality currently supports United States businesses and United States dollars.

3. License and access

Subject to this Agreement, BasePO grants you a limited, non-exclusive, non-transferable, revocable right to access and use the service for your internal business operations during the term of your account. You may permit your authorized personnel and invited users to use your workspace, but you are responsible for their activity and compliance with this Agreement.

4. Your responsibilities

You are responsible for:

• providing accurate account, business, supplier, invoice, and payment information;
• protecting credentials and promptly reporting suspected unauthorized access;
• assigning appropriate workspace roles and maintaining user access;
• reviewing purchase orders, invoices, totals, taxes, fees, and inventory changes;
• maintaining any licenses, notices, permissions, and legal basis needed for your data;
• using connected services in accordance with their separate terms; and
• complying with applicable laws, accounting rules, tax requirements, and contracts.

5. Customer Data

You retain ownership of information, files, records, and other content submitted to or created in your workspace (“Customer Data”). You grant BasePO and its service providers a non-exclusive license to host, copy, transmit, process, display, and otherwise use Customer Data only as needed to provide, secure, support, and improve the service and to comply with law. You represent that you have the rights needed to provide Customer Data to BasePO. We may create and use aggregated or de-identified information that cannot reasonably identify you, a user, or another person.

6. Third-party services and payments

BasePO may connect with third-party services such as Shopify and QuickBooks Online. When you enable an integration, you direct us to exchange data with that provider. The provider's terms, privacy policy, availability, and fees apply to its services, and BasePO is not responsible for the provider's acts or omissions.

BasePO may create or link an operational invoice to an invoice or payment page hosted by a connected payment provider. The provider processes the payment and may collect payment credentials directly. BasePO does not receive or store complete payment-card or bank account credentials through those hosted payment pages. You remain responsible for settlement, refunds, disputes, chargebacks, taxes, reconciliation, and confirming that an invoice has been paid. Payment status displayed in BasePO depends on information supplied by you or the connected provider and may be delayed or incomplete.

Intuit and QuickBooks are registered trademarks of Intuit Inc. Used with permission.

7. Acceptable use

You may not:

• use BasePO unlawfully, fraudulently, or to infringe another person's rights;
• access an account, workspace, store, or record without authorization;
• circumvent access controls, usage limits, or security measures;
• probe, scan, disrupt, overload, or introduce malicious code into the service;
• reverse engineer or copy the service except where applicable law permits it;
• resell or make BasePO available to third parties without our written permission; or
• use the service or its output to build a competing product or train a model.

8. Fees and taxes

If you select a paid plan, you agree to pay the disclosed fees and applicable taxes under the billing terms presented when you subscribe. Unless stated otherwise, fees are in United States dollars, subscriptions renew automatically for the selected billing period, and fees already paid are non-refundable except where required by law. We will provide notice of material price changes as required by law or the applicable billing platform.

9. Ownership and feedback

BasePO and its licensors retain all rights in the service, software, designs, branding, documentation, and related intellectual property. Except for the limited license above, this Agreement grants no rights in that property. If you provide suggestions or feedback, you grant us a worldwide, perpetual, irrevocable, royalty-free right to use it without restriction or compensation.

10. Privacy and security

We process personal information as described in our Privacy Policy. We use reasonable administrative, technical, and organizational safeguards designed to protect the service and information we hold. No system is completely secure, and you are responsible for using appropriate security practices and maintaining copies of records required for your business or by law.

11. Availability and changes

We may maintain, modify, add, or remove features from time to time. The service may be unavailable because of maintenance, emergencies, internet conditions, or third-party services. Preview, beta, pilot, or evaluation features may be changed or discontinued at any time and may contain errors. We do not promise that the service will be uninterrupted, error-free, or compatible with every system.

12. Suspension and termination

You may stop using BasePO at any time and may request account closure through support. We may suspend or terminate access if you materially breach this Agreement, create a security or legal risk, fail to pay required fees, or if continued service is no longer reasonably practicable. Where appropriate, we will provide notice and an opportunity to cure. Upon termination, your license ends. Provisions that by their nature should survive will survive, including ownership, payment obligations, disclaimers, liability limits, indemnification, and general terms.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASEPO IS PROVIDED “AS IS” AND “AS AVAILABLE.” BASEPO DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

BasePO is an operational software tool and does not provide accounting, tax, legal, or financial advice. You must review and approve purchase orders, invoices, payment records, extracted data, generated content, calculations, and connected-service changes before relying on them.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER BASEPO NOR ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL LIABILITY ARISING OUT OF OR RELATED TO BASEPO OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID BASEPO FOR THE SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) $100. These limits do not apply where liability cannot lawfully be excluded or limited.

15. Indemnification

To the extent permitted by law, you will defend, indemnify, and hold harmless BasePO and its affiliates, officers, employees, and contractors from third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising from your Customer Data, your misuse of the service, your violation of this Agreement or law, or your infringement of another person's rights. We will provide prompt notice and reasonable cooperation, and you may control the defense, provided no settlement admits fault by or imposes an obligation on BasePO without our written consent.

16. Governing law and venue

California law governs this Agreement without regard to conflict-of-law rules. The state and federal courts located in Orange County, California will have exclusive jurisdiction over disputes arising from this Agreement or BasePO, and each party consents to their personal jurisdiction and venue. Applicable consumer protection rights remain unaffected.

17. General terms

This Agreement and any incorporated policies or written order form are the complete agreement concerning BasePO and replace prior discussions about the same subject. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will continue. A waiver must be in writing and is not a continuing waiver. You may not assign this Agreement without our written consent; we may assign it in connection with a reorganization, merger, acquisition, or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control. Headings are for convenience only.

We may update this Agreement. We will post the revised version and update its effective date. If a change materially reduces your rights, we will provide reasonable notice. Your continued use after the effective date of an update constitutes acceptance of the revised Agreement.

18. Contact

Questions about this Agreement may be sent to support@basepohq.com.

CMDN Collective, LLC, doing business as BasePO
California, United States