ZenBasket Partner Program Agreement

Last updated on: Nov 21, 2025

Introduction

This ZenBasket Partner Program Agreement (“Agreement”) governs your participation in the ZenBasket Partner Program.

When you use the Partner Platform, take part in Partner Program activities, or click “I agree” while creating your Partner Account, you agree to follow the terms in this Agreement.

The Agreement is between you, as the Partner, and:

  • ZenBasket Pvt. Ltd. (“ZenBasket India”) for Partners located in India, and
  • ZenBasket LLC for Partners located outside India,

collectively referred to as “ZenBasket” and individually as a “ZenBasket Entity”.

Each of the Partner and ZenBasket is a “Party”, and together they are the “Parties”.

You can review the current version of this Agreement at any time at: Partner Agreement.

ZenBasket may update and change this Agreement from time to time by posting an updated version on the Program Site. If we make a significant change, we will provide you with reasonable notice by email sent to the address registered with your Partner Account. You should review the Agreement periodically to stay informed about any updates or changes that may impact you. Any reference to this Agreement includes all terms and documents incorporated by reference.

You must read, agree to, and accept all terms and conditions in this Agreement before you can become a Partner. For clarity, those documents form part of this Agreement and are incorporated by reference.

Any short or everyday-language summaries in this Agreement or on the Program Site are provided only for convenience and are not legally binding. The legally binding terms are the full Agreement text.

This Agreement governs:

  • your participation in the ZenBasket Partner Program,
  • your access to and use of the ZenBasket Partner Dashboard, and
  • your participation in all Partner Program activities described on the ZenBasket website.

1. Definitions

For the purposes of this Agreement:

“Development Store” means a store that is used for:

  • (a) testing or demo purposes, or
  • (b) the development, setup, and transfer of a Merchant Store by a Partner to a Merchant.

“Merchant” means an individual or business that uses the ZenBasket services to sell products or services.

“Merchant Agreement” means any agreement entered into between a Partner and a Merchant governing the Merchant’s use of the Partner’s services, including, if applicable, design, setup, marketing, integrations, and any installation or use of apps, themes, or plugins.

“Merchant Data” means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information, and any Customer Data.

“Customer Data” means any information relating to end customers of a Merchant, including order, contact, and behavioral data, collected through Merchant Stores.

“Merchant Store” means the Merchant’s commerce presence hosted by ZenBasket, including their online store(s) running on the ZenBasket platform. A Merchant may have more than one Merchant Store.

“Partner” / “You” means an individual or entity that has agreed to the terms of this Agreement and participates in the ZenBasket Partner Program. Partner types include (without limitation):

  • Solution Partner (digital marketing agency, setup expert, ecommerce freelancer, web studio, etc.)
  • Any other partner types described on the Program Site from time to time.

“Partner Account” means a ZenBasket Partner Program account.

“Partner Dashboard” means the internal administrative interface available at signup page, where Partners manage their Partner Account, track referrals and commissions, and access Partner resources.

“Partner Directory” means any ZenBasket directory of Partners which allows Merchants to browse, shortlist, and contact Partners.

“Partner Manager” means the ZenBasket employee designated from time to time as the Partner’s primary ZenBasket contact.

“Partner Program” means the resources and benefits made available by ZenBasket to Partners, which may include the Partner Dashboard, Partner Directory, revenue share, training, creative materials, and other features described on the Program Site.

“Revenue Generating Activity” means a revenue-generating activity carried out by Partner, as determined by ZenBasket, including:

  • Transfer to a Merchant by Partner of a Development Store created by Partner, followed by the Merchant registering and paying for a ZenBasket plan for that Merchant Store.

A Revenue Generating Activity will be attributed to Partner on the date the Merchant makes the initial paid subscription payment for the applicable Merchant Store that meets eligibility rules.

“Referred Merchant” means a Merchant who:

  • was not already an existing ZenBasket customer or in active negotiations with ZenBasket, and
  • is clearly attributable to the Partner’s Development Store transfer or registration, in ZenBasket’s reasonable discretion.

“Service” / “Services” means the ZenBasket ecommerce platform, tools, APIs, partner tools, and any other services provided by ZenBasket.

“Taxes” means all federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or later enacted.

“ZenBasket Trademarks” means all trademarks, service marks, logos, trade names, and branding owned or used by ZenBasket.

“Sanctioned Person” and “Unsupported Region” mean any person or region subject to economic or trade sanctions, or otherwise listed on ZenBasket’s internal sanctions or restricted regions list, and/or as defined under applicable sanctions laws and referenced in ZenBasket policies.

2. Enrollment and Partner Account

  1. Registration
    To access and use the Partner Program, you must first register for a ZenBasket Partner Account by providing all information indicated as required. ZenBasket may approve or reject any application at its sole discretion.
  2. Age and Business Capacity
    • If you are an individual, you must be the older of:
      • (i) 18 years, or
      • (ii) the age of majority in the jurisdiction where you reside and from where you carry out Partner activities.
    • You confirm that you are becoming a Partner in the course of business, and not for personal, household, or family purposes.
  3. Authority
    If you sign up on behalf of your employer or another entity, that entity will be deemed to be the Partner, and you represent and warrant that you have authority to bind that entity to this Agreement.
  4. Account Details and Security
    Each Partner Account must include a full legal name and a valid email address. ZenBasket will use the email address provided as the primary communication channel for the Partner Program.
    • (a) Each Partner Account login should correspond to a single individual user.
    • (b) You are responsible for keeping your Partner Account credentials secure.
    • (c) ZenBasket is not liable for any loss or damage arising from your failure to maintain account security.
    • (d) ZenBasket may request additional security measures at any time and may adjust security requirements at its discretion.
  5. Responsibility for Personnel
    Partner is responsible for:
    • ensuring that its employees, agents, contractors, and service providers comply with this Agreement; and
    • any breach of this Agreement by such persons, which will be deemed a breach by Partner.
  6. Access to Merchant Stores
    Partner may only access a Merchant Store for the purpose of performing work authorized by that Merchant (for example, setup, design, marketing, integration, or support services). You agree not to access any Merchant Store for any unauthorized purpose.

3. Changes to the Agreement and Program

  1. ZenBasket may amend this Agreement at any time by posting the updated version on the Program Site. Changes are effective as of the posting date, unless a later effective date is stated.
  2. If a significant change is made (including material changes to Fees or revenue share), ZenBasket will provide reasonable notice by email.
  3. Your continued participation in the Partner Program after an updated Agreement is posted constitutes your acceptance of the amended Agreement. If you do not agree to a change, you must terminate this Agreement by discontinuing participation in the Partner Program and closing your Partner Account.
  4. Partner acknowledges and agrees that Partner’s participation in the Partner Program, including information transmitted to or stored by ZenBasket, is governed by the ZenBasket Privacy Policy.

4. Partner Types and Activities

4.1 Solution Partners (Agencies & Setup Experts/Freelancers)

Solution Partners are typically:

  • digital marketing agencies,
  • ecommerce consultants,
  • freelance setup experts,

who sell, build, launch, or manage ZenBasket stores for Merchants and often remain the main point of contact for the Merchant.

ZenBasket’s intent is to:

  • let Solution Partners own the client relationship for implementation and ongoing services, and
  • avoid bypassing Solution Partners to sell implementation services directly to their referred clients.

ZenBasket may still provide platform-level support and direct assistance to Merchants for issues related to the Service.

4.2 Ownership of Merchant Relationship

ZenBasket will support Merchants directly for platform-level issues, billing, compliance, and account-level functions. Partner may remain the primary contact for implementation, setup, design, development, and marketing services. Partner acknowledges that ZenBasket may communicate directly with any Merchant for platform operations, upgrades, or support, and such communication will not be deemed interference with Partner’s relationship. ZenBasket may intervene if Merchant requests support directly or if Partner fails to respond within a reasonable period.

4.3 Partner Performance Requirements

ZenBasket may establish minimum performance requirements for Partners, including but not limited to: number of active Merchant Stores launched per year, quality ratings from Merchants, adherence to service SLAs, and maintenance of positive account standing. ZenBasket may suspend or remove Partners from the Partner Directory or terminate this Agreement for repeated poor performance or failure to meet minimum criteria.

4.4 Pricing Transparency

Partner must not misrepresent ZenBasket plan pricing, charge Merchants hidden fees attributed to ZenBasket, or portray ZenBasket subscription costs as Partner’s own service fees. Partner may charge Merchants for legitimate implementation or marketing services, provided such fees are transparently labeled and clearly separable from ZenBasket subscription charges.

5. Revenue Generating Activities

A Revenue Generating Activity occurs when a Partner creates and transfers a Development Store to a Merchant who then converts that store into a paid ZenBasket subscription.

5.1 Attribution Dispute Resolution (Solution Partners)

Solution Partners must submit attribution disputes in writing within 30 days of the attribution event and include clear evidence of their involvement (e.g., Development Store transfer history or documented merchant onboarding support). ZenBasket will review tracking records and make a final, binding decision. Late disputes will not be accepted.

5.2 Multi-Store Merchant Attribution

If a Merchant operates multiple stores or business units, each store will be treated as a separate Merchant Store for commission purposes. Attribution for additional Merchant Stores will follow the same eligibility requirements and will be credited only if Partner is clearly responsible for the transfer of each store. ZenBasket’s attribution decision is final.

Revenue Generating Activities are subject to ZenBasket’s attribution and eligibility rules as set out in this Agreement and on the Program Site. ZenBasket’s attribution decision is final.

6. Marketing & Communications Requirements

6.1 General Marketing Conduct

Partner must:

  • act in a professional manner and in accordance with industry best practices,
  • not make any false, misleading, or disparaging statements about ZenBasket,
  • not engage in any illegal or aggressive marketing techniques, and
  • comply with all applicable advertising, consumer protection, privacy, and anti-spam laws.

6.2 Email and Direct Marketing

Partners must not send bulk or mass email marketing “about ZenBasket” in ZenBasket’s name without ZenBasket’s prior written permission.

If ZenBasket authorizes an email campaign or provides co-branded email templates, Partner must:

  • only send messages to recipients who have provided legally valid consent;
  • include any required disclosures, unsubscribe mechanisms, and identification details; and
  • fully comply with all applicable laws (e.g., anti-spam, data protection).

Partners must not:

  • email or message a Merchant solely because they are known to be a ZenBasket Merchant, with the intent of migrating them away from the ZenBasket Service; or
  • present themselves as ZenBasket’s employee or as having authority to bind ZenBasket beyond what is expressly stated in this Agreement.

6.3 Prohibited Marketing Practices

Partner will not:

  1. Engage in any marketing methods that are illegal or inappropriate, including but not limited to:
    • fax spam,
    • unsolicited telemarketing,
    • unauthorized SMS/text spam,
    • deceptive social media or video platform campaigns.
  2. Use malware, spyware, or any other harmful or deceptive advertising technology in connection with ZenBasket.
  3. Copy, resemble, or mirror the look and feel of ZenBasket websites or misrepresent Partner’s affiliation with ZenBasket.
  4. Use any websites, ads, or content that:
    • promote sexually explicit materials, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
    • promote illegal or objectionable activities; or
    • infringe any intellectual property or proprietary rights of any third party.
  5. Violate the ZenBasket policy.

6.4 AI-Generated Content

If Partner uses artificial intelligence tools to generate content or materials related to ZenBasket, Partner is responsible for ensuring accuracy, factual correctness, and compliance with all advertising and disclosure regulations. Partner must not use AI-generated content to create false claims, exaggerated results, fabricated testimonials, or misleading comparisons with competitors.

6.5 Non-Solicitation of Existing ZenBasket Merchants

Partner must not intentionally target, solicit, or attempt to migrate any existing ZenBasket Merchant who was not originally referred by Partner under this Agreement. This includes, without limitation, outreach via email, social media, advertising, or direct communication intended to divert the Merchant away from ZenBasket or from another Partner. ZenBasket may immediately suspend or terminate Partner for merchant poaching. ZenBasket’s determination regarding ownership of a Merchant relationship is final.

6.6 Prohibition on White-Label Misrepresentation

Partner must not represent the ZenBasket platform, software, or infrastructure as Partner’s own proprietary technology unless expressly permitted in writing by ZenBasket. Partner must not offer ZenBasket plans or dashboards under a rebranded, white-labeled, or concealed identity that obscures ZenBasket as the service provider.

7. Compliance with Laws and Sanctions

  1. Partner will perform its obligations under this Agreement:
    • in accordance with the highest applicable industry standards, and
    • in compliance with all applicable laws, rules, and regulations (including privacy, consumer protection, marketing, export control, and sanctions regulations), and
    • obtaining any licenses required for Partner to operate and offer its services.
  2. Partner represents and warrants that:
    • none of Partner, its subsidiaries, directors, officers, or employees engaged with ZenBasket is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons; and
    • Partner is not resident or located in, or organized under the laws of, an Unsupported Region.
  3. Partner will not use the Services or perform activities under this Agreement in any way that involves, relates to, or benefits a Sanctioned Person or Unsupported Region.
  4. If Partner becomes aware that any of the above representations or warranties may no longer be accurate, Partner must immediately notify ZenBasket in writing.
  5. ZenBasket may, in its sole discretion, terminate this Agreement with immediate effect if ZenBasket believes Partner:
    • is or becomes a Sanctioned Person, or
    • is in breach of its representations, warranties, or covenants about sanctions and compliance.
  6. App and Plugin Security Standards
    If Partner develops apps, extensions, themes, or plugins for use with ZenBasket, Partner must comply with ZenBasket’s security, performance, and approval requirements. ZenBasket may review, reject, or remove any Partner-created asset that poses security risks, violates policies, creates system instability, or negatively impacts Merchant experience.

8. Partner Duty to Inform and Disclose

  1. Partner will promptly inform ZenBasket of any information known to Partner that could reasonably lead to a claim, demand, or liability of or against ZenBasket by any third party.
  2. If Partner is acting as an agent on behalf of a Merchant, Partner will disclose to that Merchant any Fees or commissions that Partner is entitled to receive from ZenBasket in accordance with this Agreement, to the extent required by applicable law or professional ethics.

9. Revenue Sharing and Payment

9.1 General Conditions

Subject to:

  • Partner’s ongoing compliance with this Agreement, and
  • the revenue sharing and fee plan associated with Partner’s type and activities as described on the Program Site,

Partner will be entitled to receive certain commissions from ZenBasket.

Unless otherwise specified:

  • Commissions are calculated on net subscription fees actually paid by the Merchant for the ZenBasket plan (excluding Taxes, refunds, chargebacks, and non-subscription one-time charges).
  • ZenBasket may revise Fees, Fee structures, or payment terms by providing reasonable notice via email.

ZenBasket’s tracking data in the Partner Dashboard will be the primary basis for calculating Fees. In the event of discrepancies, ZenBasket’s records will control, unless clearly incorrect.

ZenBasket reserves the right to disqualify or adjust commissions in cases of suspected fraud, abuse, self-referrals, or violation of this Agreement.

9.2 Eligibility Conditions for a Paid Referral (Solution Partners)

A Merchant will qualify as a “Referred Merchant” eligible for Solution Partner commission only if all of the following conditions are met:

  1. New-to-ZenBasket
    The Merchant must be a new ZenBasket customer who has never previously created, owned, or operated any ZenBasket account or Merchant Store.
  2. Partner-Created Store During Trial
    The Solution Partner must create the Merchant Store on behalf of the Merchant during the 14-day free trial and complete the initial setup.
    If more time is required, the Partner may request a trial extension, subject to ZenBasket’s approval.
  3. Store Transfer Completion
    The Partner must transfer the completed store to the Merchant, and the Merchant must accept ownership. No commission will be attributed unless and until this transfer is fully completed.
  4. Paid Subscription Activation & Commission Lock
    After store transfer, the Merchant must activate a paid ZenBasket plan for that store.
    The Partner’s commission rate is locked based on the plan selected at the time of activation.
  5. Minimum Active Period
    The Merchant must remain an active, paying ZenBasket subscriber for two (2) consecutive billing cycles after the initial successful payment.
    Any cancellation, pause, delinquency, downgrade, or material refund during this period voids eligibility.
  6. Additional Store Eligibility (Same Merchant Entity)
    If ZenBasket verifies that the Merchant was originally introduced solely through the Partner, the Partner will also earn commissions on:
    • additional stores created by the same Merchant entity, and
    • future ZenBasket subscriptions opened by that same entity.
    No commission is paid for stores, expansions, or subscriptions created by Merchants acquired through ZenBasket sales, marketing, organic traffic, or another Partner.
  7. Compliance & Final Determination
    The Partner must comply with all Partner Program terms and ZenBasket policies.
    ZenBasket’s determination regarding attribution, eligibility, and commission qualification is final and binding.

Recurring Revenue Share

For each eligible Merchant Store introduced by a Solution Partner that completes the Minimum Active Period, ZenBasket will pay recurring commissions based on the subscribed plan tier:

  • Standard Plan: 22% of the ZenBasket plan subscription fee
  • Premium Plan: 25% of the ZenBasket plan subscription fee
  • Unlimited Plan: 27.5% of the ZenBasket plan subscription fee

Commission Rules & Adjustments

  1. Recurring Basis
    Commissions are calculated on the subscription fees actually paid by the Referred Merchant and continue on a recurring basis for as long as:
    • the Merchant Store remains on a paid ZenBasket plan, and
    • the Partner remains in good standing under this Agreement, and
    • ZenBasket’s revenue-share structure for that Partner type remains in effect.
    • ZenBasket may update or phase out commission structures with reasonable notice. Changes apply prospectively and do not retroactively affect already-paid amounts.
  2. Plan Changes
    If a Referred Merchant upgrades or downgrades their ZenBasket plan, the commission percentage will automatically adjust to the rate assigned to the new plan tier for subsequent billing cycles.

Relationship Protection

ZenBasket’s intention is not to bypass Solution Partners for implementation services. ZenBasket may provide platform support and, where requested by the Merchant, may offer services that do not conflict with the Partner’s contracted scope.

9.4 Payout Timing and Thresholds

  1. Payout Cycle
    • ZenBasket typically processes Partner payouts on a monthly basis.
    • Eligible commissions are those that have
      • satisfied the Minimum Active Period and
      • are not under investigation for fraud, chargebacks, or other issues.
  2. Minimum Payout Thresholds
    Payouts are processed once your cleared commission balance reaches:
    • USD $100 for Partners paid in USD (global Partners), or
    • ₹8,500 for Partners paid in INR (India-based Partners).
    Balances below the threshold will roll over to the next payout cycle.
  3. Payment Methods and Currency
    • ZenBasket may use payment providers or platforms of its choice.
    • Payouts may be made in USD, INR, or other currencies as defined on the Program Site.
    • Partners are responsible for bank charges, currency conversion fees, and any applicable Taxes.
  4. Taxes
    • Fees are paid exclusive of Taxes.
    • Partner is responsible for:
      • reporting and paying all Taxes applicable to Fees received, and
      • providing any tax documentation reasonably requested by ZenBasket.
  5. Global Tax Compliance
    Partner must submit all required tax documentation, including but not limited to W-8BEN, W-9, GST registration details, or other region-specific forms as required by ZenBasket or applicable law. ZenBasket may withhold applicable taxes from payouts, delay payment, or suspend Partner Account access until correct documentation is provided.

9.5 Adjustments, Chargebacks, and Fraud

ZenBasket may:

  • Withhold or adjust commissions for:
    • cancellations, downgrades, refunds, chargebacks, or fraudulent orders, and
    • self-referrals or any activities deemed abusive or in violation of this Agreement.
  • Offset any overpayments or ineligible referral commissions against future payouts.

Prohibition on Artificial Store Creation
Partner must not create multiple Development Stores, internal stores, test stores, or shell accounts for the purpose of generating commissions, bypassing plan fees, or manipulating attribution. Any such activity will be treated as fraud, and ZenBasket may reverse commissions, suspend the Partner Account, or terminate this Agreement.

ZenBasket’s determination of the existence of fraud or abuse is final and binding.

10. Intellectual Property and Trademarks

10.1 ZenBasket IP

All proprietary information, technology, software, documentation, and other materials you access through the Partner Program belong to ZenBasket or its licensors.

ZenBasket grants Partner a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to:

  • use ZenBasket creative materials and brand assets provided via the Partner Dashboard;
  • solely for the purpose of promoting ZenBasket and performing activities under this Agreement.

10.2 Trademarks

  1. ZenBasket owns all rights to the ZenBasket Trademarks. Partner agrees to use them only:
    • in accordance with this Agreement and any brand guidelines provided, and
    • in connection with legitimate promotion of ZenBasket Services.
  2. Partner must not:
    • use ZenBasket Trademarks in its business name, logo, or product names without prior written permission;
    • register or use domain names, search engine keywords, or advertising that incorporate “ZenBasket” or confusingly similar marks without approval;
    • misrepresent itself as ZenBasket or as having any ownership of ZenBasket.
  3. ZenBasket may revoke or modify your licence to use ZenBasket Trademarks at any time.
  4. Brand Misuse and Penalties
    If ZenBasket determines that Partner has materially misused ZenBasket Trademarks, brand assets, or creative materials, ZenBasket may issue a written warning, require immediate correction, suspend Partner’s marketing privileges, remove the Partner from the Partner Directory, or terminate the Agreement for repeated or serious violations.

10.3 ZenBasket’s Use of Partner IP

Partner grants ZenBasket a worldwide, non-exclusive, royalty-free, transferable, and sublicensable licence to:

  • use Partner’s trademarks, logos, trade names, and related assets;
  • display information about Partner in the Partner Directory and other marketing materials; and
  • otherwise use such intellectual property as reasonably necessary to promote the Partner Program, defend intellectual property rights, and perform obligations under this Agreement.

Restriction on Competing Platform Activities
Partner must not, during the term of this Agreement, develop, market, sell, or support any ecommerce or website-builder SaaS platform that directly competes with the ZenBasket Service. Partner must not use access to ZenBasket tools, dashboards, Merchant Data, or Confidential Information to design or improve any competing product or service. Any breach of this clause is grounds for immediate termination.

Development Store Plugin Usage
Development Stores may include limited access to certain paid plugins, apps, or features solely for testing and development. Partner must not exploit Development Stores to bypass paid plugin usage on production Merchant Stores. ZenBasket may restrict, audit, or revoke plugin access at any time.

11. Confidentiality, Merchant Data and Customer Data

  1. “Confidential Information” means all non-public information disclosed by one Party to the other in connection with this Agreement, including Merchant Data and Customer Data.
  2. Each Party will:
    • use Confidential Information only to fulfill its obligations under this Agreement;
    • protect Confidential Information with at least the same care it uses for its own confidential information (and in no event less than reasonable care); and
    • not disclose Confidential Information to third parties except as permitted by this Agreement or required by law.
  3. Merchant Data and Customer Data are considered confidential to ZenBasket and/or the Merchant. Partner may:
    • use Merchant Data only to provide services to the Merchant;
    • not contact Merchant’s customers except as explicitly permitted by the Merchant and in compliance with applicable laws;
    • retain Merchant Data only as long as necessary to provide services; and
    • implement industry-standard security measures to prevent unauthorized access or data breaches.
  4. If Partner becomes aware of any suspected or actual data breach involving Merchant Data or Customer Data, Partner must notify ZenBasket immediately.

Prohibited Data Use
Partner must not harvest, store, aggregate, or transfer Merchant Data or Customer Data for independent marketing purposes, lead generation, re-marketing to unrelated clients, or for promoting competing platforms. Partner must use Merchant Data solely for delivering the contracted services to that specific Merchant.

12. Disclaimer of Warranties

The ZenBasket Partner Program, the Services, and the ZenBasket Trademarks are provided “as is” and “as available”.

ZenBasket makes no warranties under this Agreement, express or implied, including but not limited to:

  • warranties of merchantability,
  • fitness for a particular purpose,
  • non-infringement, or
  • that the Services will be uninterrupted, error-free, secure, or free of harmful components.

Partner acknowledges that:

  • the Program and fee structures may evolve;
  • ZenBasket does not guarantee any particular number of leads, Referred Merchants, or earnings.

13. Limitation of Liability and Indemnification

13.1 Limitation of Liability

To the maximum extent permitted by law:

  • ZenBasket’s total aggregate liability to Partner arising out of or related to this Agreement, the Partner Program, the Services, or ZenBasket Trademarks will not exceed the Fees paid or payable to Partner by ZenBasket in the six (6) months immediately preceding the event giving rise to the claim.
  • ZenBasket will not be liable for any:
    • indirect, incidental, consequential, special, exemplary, or punitive damages;
    • loss of profits, revenue, goodwill, or data;
    • costs of substitute services or technology;
    even if advised of the possibility of such damages.

13.2 Partner Indemnification

Partner will indemnify, defend, and hold harmless ZenBasket, its affiliates, and their officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from:

  • Partner’s breach of this Agreement or any ZenBasket policy incorporated by reference;
  • Partner’s gross negligence or wilful misconduct;
  • any promises or representations made by Partner to third parties about ZenBasket that are inconsistent with ZenBasket’s current documentation;
  • Partner’s products, services, websites, or marketing activities;
  • Partner’s infringement of any third-party intellectual property or other rights;
  • Partner’s violation of applicable laws; or
  • Partner’s relationship with any Merchant, including disputes regarding Merchant Agreements or Merchant services.

ZenBasket will promptly notify Partner of any claim for which it seeks indemnification and may, at its option, participate in the defense.

14. Term and Termination

  1. Term
    This Agreement begins on the date you agree to it and continues until terminated by either Party.
  2. Termination by Either Party
    Unless otherwise specified, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon written notice to the other Party.
  3. Termination by ZenBasket
    ZenBasket may immediately suspend or terminate Partner’s participation, including by:
    • suspending or closing the Partner Account,
    • removing Partner from the Partner Directory,
    • stopping further Fee accruals,
    if ZenBasket determines, in its sole discretion, that:
    • Partner has breached this Agreement or any ZenBasket policy;
    • Partner has engaged in fraudulent, abusive, or illegal activities;
    • Partner has damaged or may damage ZenBasket’s reputation or relationships;
    • required compliance checks (e.g., sanctions) fail or raise significant concerns.
  4. Effect of Termination
    Upon termination:
    • Partner must stop using and, if requested, return or destroy all ZenBasket creative materials, Confidential Information, and any ZenBasket Trademarks in its possession.
    • Partner will no longer accrue commissions.
    • ZenBasket may, in its discretion, pay any outstanding eligible commissions earned prior to termination or withhold such payments if termination is due to Partner’s breach or fraud.
    • Sections which by their nature should survive (including but not limited to Confidentiality, Intellectual Property, Limitation of Liability, and Indemnification) will survive termination.
  5. Modification or Cancellation of Partner Program
    ZenBasket reserves the right to modify, suspend, or cancel the Partner Program (in whole or in part), including commissions, at any time. For significant changes, reasonable notice will be given where practical.

Inactive Partner Accounts
If Partner does not generate any Revenue Generating Activity or does not log into the Partner Dashboard for a continuous period of twelve (12) months, ZenBasket may classify the Partner as inactive, remove the Partner from the Partner Directory, and suspend new commission accruals. ZenBasket may require reapplication to reactivate the Partner Account after extended inactivity.

15. General Provisions

15.1 Force Majeure

Neither Party will be liable for failure or delay in performing obligations (other than payment obligations) due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, riots, acts of government, labour disputes, or internet/network failures. The affected Party will use reasonable efforts to resume performance as soon as practicable.

15.2 Independent Contractors

The Parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the Parties.

15.3 Non-Exclusivity

This Agreement is non-exclusive.

  • ZenBasket may enter into similar agreements with other partners, including direct competitors of Partner.
  • Partner may work with other platforms or competitors of ZenBasket, provided Partner does not breach its confidentiality or other obligations under this Agreement.

15.4 No Waiver

Any failure by a Party to enforce any provision of this Agreement will not constitute a waiver of that provision or any other provision.

15.5 Entire Agreement

This Agreement (including all documents incorporated by reference) constitutes the entire agreement between the Parties regarding the Partner Program, and supersedes all prior agreements, proposals, or representations, written or oral, regarding its subject matter.

15.6 Assignment

  • ZenBasket may assign or transfer this Agreement, in whole or in part, without Partner’s consent.
  • Partner may not assign or transfer this Agreement or any rights or obligations hereunder, whether by merger, acquisition, or otherwise, without ZenBasket’s prior written consent. Any attempted assignment without such consent is void.

15.7 Applicable Law

  • For Partners based in India, this Agreement will be governed by and construed in accordance with the laws of India.
  • For Partners based outside India, this Agreement will be governed by and construed in accordance with the laws of the United States (without regard to conflicts of law principles).

Disputes will be handled in the competent courts as specified in ZenBasket’s jurisdictional policy, unless otherwise agreed in writing.

15.8 Patent Non-Assertion

Partner covenants not to assert patent infringement claims against ZenBasket arising from Partner’s participation in the Partner Program or use of ZenBasket’s Services.

15.9 Competitive or Similar Materials

ZenBasket is not precluded from:

  • developing or marketing products or services that compete with or are similar to Partner’s products or services,
  • or working with other partners offering similar services,

provided ZenBasket does not use Partner’s Confidential Information in doing so.

15.10 Feedback

If Partner provides ZenBasket with feedback, suggestions, or ideas about the Program or Services (“Feedback”), ZenBasket may use such Feedback freely without restriction or obligation, and Partner assigns all rights in such Feedback to ZenBasket.

15.11 Beta Services

From time to time, ZenBasket may invite Partner to use beta or trial features (“Beta Services”). Beta Services are:

  • provided “as is” with no warranty;
  • confidential; and
  • may be discontinued at any time.

ZenBasket is not liable for any harm or damage arising from use of Beta Services.

15.12 Service Providers

Partner may use its own service providers in delivering its services, but remains fully responsible for their acts and omissions. Any breach of this Agreement by a service provider will be deemed a breach by Partner.

15.13 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.