Last updated: March 30, 2026
This Master Subscription Agreement (this “Agreement”) is entered into by and between BaseFund (“BaseFund”) and the customer entering into this Agreement via BaseFund’s online registration process (“Customer”). BaseFund and Customer may be referred to individually as a “Party” and collectively as the “Parties.” This Agreement will become effective as of the date Customer completes BaseFund’s online registration process and thereby manifests its acceptance of this Agreement (the “Effective Date”).
READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PLATFORM. This Agreement governs Customer’s use of the Platform and affects Customer’s legal rights and obligations. By clicking the “I Agree” button and accepting this Agreement, Customer agrees to and is bound by the terms, conditions, policies, and notices contained in this Agreement, including without limitation conducting this transaction electronically, disclaimers of representations and warranties, damage and remedy exclusions and limitations, and choice of Delaware law and venue.
Subject to the terms and conditions of this Agreement, BaseFund grants Customer a non-exclusive right during the Term to access and operate the features of the Platform in and from the Territory, solely as permitted in this Agreement and in accordance with the Documentation. Customer shall provide and maintain, at its sole cost and expense, all hardware, software, Internet access, and other materials necessary to permit Customer’s and its Authorized Users’ access to and use of the Platform.
Customer shall cause all Authorized Users to comply with the terms of this Agreement. Customer is solely responsible and liable for, and BaseFund hereby disclaims all liability with respect to, all acts and omissions of any Authorized User that accesses or uses the Platform. Customer shall immediately notify BaseFund of any suspected theft, loss, or fraudulent use of any Authorized User’s account name or password or violations of this Agreement by an Authorized User.
Any support and maintenance related to the Platform shall be provided by BaseFund in accordance with its then-current standards.
Customer shall not, and shall not permit any Authorized User or any third party to: (i) translate, adapt, modify, copy, update, revise, enhance, or otherwise alter or create derivative works of the Platform or the Documentation; (ii) reverse engineer, disassemble, or decompile the Platform; (iii) access the Platform in order to copy any proprietary ideas, features, or functions thereof or create a competitive product; (iv) bypass or breach any security device or protection used by the Platform; (v) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm the integrity or performance of the Platform; (vi) use the Platform for unlawful purposes or for any purpose not expressly permitted by this Agreement; (vii) remove, alter, or obscure any proprietary notice or legend; (viii) use the Platform to send or store viruses, worms, time bombs, Trojan horses, or other harmful code; (ix) use the Platform to send or store any infringing, misappropriated, or unlawful information or materials; (x) resell, distribute, or otherwise make the Platform available to any third party without prior written consent of BaseFund.
BaseFund reserves the right to suspend Customer’s access to the Platform immediately and without prior notice based upon (i) a reasonable belief that Customer’s use is in violation of applicable laws or Section 2(d); or (ii) an imminent and material compromise or risk of compromise to the security or integrity of the network.
Customer shall at all times comply with all laws, rules, regulations, ordinances, and other legal requirements in force in the Territory and shall obtain all necessary authorizations, licenses, and permits required to perform its obligations and exercise its rights under this Agreement. BaseFund is not obligated to provide access to or use of the Platform under this Agreement until Customer has provided to BaseFund satisfactory evidence that all approvals, notifications or registrations, certifications, licenses, or permits have been obtained, if so required.
Customer shall timely pay to BaseFund the fees and other amounts agreed by Customer in connection with Customer’s registration for or use of the Platform. BaseFund may increase such fees and other amounts by notice to Customer. Customer’s continued use of the Platform after its receipt of such notice constitutes Customer’s agreement to such increase.
If Customer fails to pay any amount due to BaseFund within thirty (30) days of when due (except with respect to charges then under reasonable and good faith dispute), then BaseFund may suspend access to or use of the Platform, or terminate this Agreement upon written notice to Customer. Customer shall reimburse BaseFund for any expenses, including attorneys’ fees, reasonably incurred in collecting any payments due hereunder.
Customer shall pay all Taxes related to the Platform provided pursuant to this Agreement, as well as any Taxes arising out of Customer’s access to and use of the Platform. Customer shall indemnify, defend, and hold BaseFund harmless from all Taxes that may be assessed to BaseFund for disallowed Tax exemptions.
As between Customer and BaseFund, all Platform Data is the sole and exclusive property of Customer. Customer hereby grants BaseFund a worldwide, non-exclusive, royalty-free right and license to access, utilize, reproduce, create derivative works of, display, and distribute any such Platform Data in connection with BaseFund’s provision of the Platform. BaseFund shall have the right to compile, extract, combine, modify, and aggregate Platform Data in order to create de-identified data (“De-Identified Data”), which may be used for improving products and services, creating statistical and benchmarking data, and marketing the Platform.
All Usage Data, including the analytics of such Usage Data, generated by or resulting from use of the Platform is the sole and exclusive property of BaseFund.
Except for any rights expressly set forth in Section 2(a), no other rights or licenses are granted by BaseFund to Customer or any Authorized User. BaseFund retains sole and exclusive ownership of, and all intellectual property rights in and to, the Platform and all other BaseFund intellectual property, as well as all derivative works, customizations, or enhancements thereto (“BaseFund Intellectual Property”).
To the extent any ideas, suggestions, enhancements, recommendations, or other feedback is provided by Customer or any Authorized User to BaseFund (“Suggestions”), Customer hereby grants BaseFund a perpetual, worldwide, transferable, sublicensable, irrevocable, royalty-free right and license to use, modify, and incorporate into the Platform any such Suggestions.
The Platform may operate or interface with, use, or rely upon services, software, know-how, technology, or other intellectual property which is not proprietary to BaseFund and is licensed to BaseFund or otherwise provided by third parties (“Third Party Providers”). No Third Party Provider makes any warranties or representations of any kind to Customer concerning the Third Party Rights or the Platform, and no Third Party Provider will have any obligation or liability to Customer as a result of this Agreement.
If Customer ordered and paid for white-label services, BaseFund will make the Platform available to Customer on a white-label basis, which may reflect Customer’s branding. If Customer chooses to white label the Platform, Customer must include “Powered by BaseFund” in Customer’s branding and marketing of the Platform.
The Receiving Party shall: (i) maintain Confidential Information in strict confidence using a commercially reasonable degree of care; (ii) limit dissemination to those employees, agents, or subcontractors who reasonably require use or access; (iii) not disclose such Confidential Information to any other person except as expressly permitted; and (iv) use such Confidential Information only to the extent necessary to perform this Agreement. BaseFund shall implement and maintain administrative, technical, and organizational measures intended to protect the confidentiality, security, and availability of all Platform Data.
The Platform and any services provided by BaseFund hereunder are provided “as is” and “with all faults,” and BaseFund makes no representations or warranties of any kind, whether express or implied, and specifically disclaims all implied warranties, including without limitation any representations or warranties of merchantability, accuracy, results, security, noninfringement, or fitness for a particular purpose.
BaseFund does not warrant or represent that the Platform complies with any legal or regulatory requirements applicable to Customer’s business or operations. Customer is solely responsible for ensuring that the use of the Platform complies with all applicable laws, rules, regulations, and standards.
The information accessed through the Platform has been provided from sources reasonably believed by BaseFund to be reliable, but BaseFund has not verified the accuracy of the information provided. Without limiting the foregoing, Customer must verify that all payment information, including payment amounts and payment instructions, is correct, accurate and complete.
The Platform is an information aggregation service; the Platform’s hosting of information relative to any security does not constitute a recommendation to buy, sell or hold that security. BaseFund does not provide investment, financial or other advice. Each Party acknowledges and agrees that BaseFund (a) is not acting as a municipal advisor to any party, (b) does not provide municipal or other advisory or professional services, (c) does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, and (d) is acting for its own interests in a profit-making endeavor.
While BaseFund strives to use commercially acceptable means to protect Customer’s information, absolute security cannot be guaranteed. All users must take their own security measures as they deem necessary. Users of BaseFund’s Secure Transactions and other features assume the risk of successful and accurate execution of the subject money transfer. By use of the Secure Transaction feature, BaseFund does not become a guarantor of successful and accurate completion of any money transfer, though customers may select optional Transaction Insurance for qualifying disbursements (governed under Section 12).
Customer shall indemnify, hold harmless, and, in BaseFund’s sole discretion, defend BaseFund, its affiliates, and their respective officers, directors, members, shareholders, managers, employees, agents, and successors and assigns from and against all damages, liabilities, losses, and expenses arising out of or related to (i) any breach of this Agreement or use of the Platform not in accordance with this Agreement; (ii) any breach of Section 2(d); (iii) any breach of Customer’s agreement with any third-party; (iv) any allegation that the Platform Data infringes intellectual property rights of a third party; (v) use of the Platform by Customer and Authorized Users; (vi) Customer’s marketing of the Platform; and (vii) the gross negligence, fraud, or willful misconduct of Customer or its personnel.
BaseFund shall indemnify, defend, and hold harmless Customer, its affiliates, and their respective officers, directors, employees, agents, and successors and assigns from and against all damages, liabilities, losses, and expenses arising out of or related to any claim that the Platform infringes, misappropriates, or violates the United States intellectual property or proprietary rights of a third party (each, an “IP Claim”). BaseFund may, at its sole option: (i) obtain for Customer the right to continue using the Platform; (ii) modify the Platform so that it is non-infringing; (iii) replace the Platform with a non-infringing alternative; or (iv) if (i)–(iii) are commercially unreasonable, terminate this Agreement and issue a refund for prepaid fees unearned as of the effective date of termination.
Indemnification is conditioned upon the Indemnified Party: (i) promptly notifying the Indemnitor; (ii) providing reasonable assistance and cooperation; and (iii) allowing the Indemnitor to control the claim and any related settlement negotiations. The Indemnitor may not consent to entry of any judgment or enter into any settlement that imposes liability on the Indemnified Party without first obtaining express written consent.
In no event shall BaseFund have any liability to Customer for any indirect, special, incidental, punitive, exemplary, or consequential damages however caused. In no event shall BaseFund’s aggregate liability arising out of or related to this Agreement exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the event giving rise to the claim. BaseFund is not liable for any lost, incomplete, inaccurate, unlawful, or fraudulent information or data provided in connection with Customer’s use of the Platform.
This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of twelve (12) months (the “Initial Term”), unless earlier terminated. Following the Initial Term, this Agreement shall automatically renew for consecutive twelve (12) month renewal terms unless either Party provides written notice of its desire to not renew at least ninety (90) days prior to the expiration of the then-current Term.
This Agreement may be terminated immediately upon written notice by either Party if: (i) the other Party is in material breach and has not cured such breach within thirty (30) days after notice; or (ii) upon the filing of bankruptcy, reorganization, liquidation, or receivership proceedings by the other Party.
Upon expiration or termination: (i) each Party shall immediately return or destroy all Confidential Information; (ii) all Customer and Authorized User rights to access and use the Platform shall immediately terminate; and (iii) all provisions that by their nature should survive shall survive, including Sections 1, 2(d), 3, 4, 5(a) through (e), 6 through 9, 10(c), and 11.
The Parties acknowledge that any breach or threatened breach of Sections 2(d), 5, 6, or 11(m) would give rise to irreparable harm for which monetary damages would be inadequate, and the non-breaching Party shall be entitled to seek injunctive relief without posting any bond.
Customer’s rights and obligations under this Agreement are personal and shall not be assignable, delegable or transferable without the prior written consent of BaseFund. BaseFund may assign its rights and obligations without consent if to an affiliate or pursuant to a merger, change in control, reorganization, or sale of substantially all assets.
All notices shall be in writing and deemed received upon delivery if by hand, on date of receipt if by certified mail, or on the first business day following deposit if by overnight courier.
The Parties are independent contractors. This Agreement does not make either Party an agent or legal representative of the other. The Parties are not partners, joint ventures, employees, or agents of each other.
Headings are for convenience only and shall not affect interpretation. Each Party agrees to act in good faith in its dealings with the other Party.
This Agreement shall be governed by and construed under the laws of the State of Delaware. Jurisdiction and venue for any action shall be in the state or federal court having jurisdiction over Wilmington, Delaware.
Except for payment obligations, the inability of any Party to perform resulting from events beyond reasonable control (strikes, insurrection, acts of God, war, government actions, epidemic or pandemics) shall extend the period for performance for the period of delay.
If any provision is found to be invalid, illegal, or unenforceable, such holding shall not affect the enforceability of any other provisions, and the court shall modify such provision so as to render it valid and enforceable.
This Agreement may only be amended through a writing signed by the authorized representatives of the Parties. No failure or delay in exercising any right shall operate as a waiver.
Each Party represents that it has full corporate or organizational power and authority to enter into and perform this Agreement.
This Agreement is entered into solely between, and may be enforced only by, BaseFund, Customer, and their permitted successors and assigns.
This Agreement constitutes the entire understanding of the Parties and supersedes any prior agreements or understandings, written or oral, between the Parties with respect to the subject matter hereof.
During the Term and for a period of twelve (12) months thereafter, neither Party shall, directly or indirectly, recruit or solicit for employment any person then or within the prior twelve (12) months employed by the other Party and involved in performance of obligations under this Agreement.
By clicking the “I Agree” button, Customer acknowledges and agrees that they have read, understood, and accepted the terms and conditions of this Agreement. Customer’s electronic acceptance is legally binding and the legal equivalent of manual signature.
To the extent permitted by applicable law, Customer hereby irrevocably waives any claim to sovereign immunity in any legal proceedings arising out of or related to this Agreement.
BaseFund may offer optional warranty-backed transaction insurance (“Transaction Insurance”) to Participants under a master insurance policy procured by BaseFund (the “Policy”) for U.S. dollar money transfers (“Money Transfer”) facilitated through Secure Transactions, subject to applicable coverage limitations. Transaction Insurance will provide coverage for Money Transfer failures, up to selected limits, that are attributable to an actual or alleged act, error, omission, neglect or breach of duty by BaseFund in relation to the Customer’s authorized use of the Platform that is in compliance with this Agreement.
Transaction Insurance is only available for Money Transfers that satisfy each of the following qualifications (each a “Qualifying Transaction”):
BaseFund provides no guarantee of reimbursement, indemnification, or loss coverage for any transaction facilitated through the Platform unless transaction is a Qualifying Transaction.
Transaction Insurance is not automatically included and must be affirmatively selected prior to transaction execution. The Platform will disclose all fees, sub-limits, and deductible amounts and provide an option to opt-in or out before submission.
Transaction Insurance will not provide coverage for Customer loss if such loss is attributable to any of the following:
BaseFund’s provision of Transaction Insurance is at all times subject to the availability of adequate coverage under the Policy. BaseFund reserves the unilateral right to suspend or terminate provision of Transaction Insurance. Upon suspension or termination, BaseFund will notify the Participant with a Qualifying Transaction, at which time the transaction shall no longer constitute a Qualifying Transaction. Any premium collected for the subject transaction shall be refunded, which refund shall constitute full and complete liquidated damages.
As a condition to maintaining coverage, Participants must notify BaseFund within the following timeframes: for transactions < $50,000, notice must be given no later than thirty (30) days after becoming aware of the issue; for transactions ≥ $50,000, notice must be given no later than forty-eight (48) hours after becoming aware of the issue. Failure to comply may result in denial of coverage unless the delay was caused by extraordinary circumstances and notice was provided as soon as reasonably practicable.
For questions about this Agreement, contact us at legal@basefund.com.