REFERRAL PARTNER AGREEMENT
Version Date: February 21st, 2025
PREAMBLE
THIS USERCENTRICS REFERRAL PARTNER AGREEMENT AND THE POLICIES REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS AND PARTICIPATION IN THE USERCENTRICS REFERRAL PARTNER PROGRAM. BY ACCEPTING THIS AGREEMENT, EITHER BY SIGNING THE AGREEMENT, CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR OTHERWISE ELECTRONICALLY INDICATING ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT.
YOU MAY NOT ACCESS OR PARTICIPATE THE PARTNER PROGRAM IF YOU (I) DO NOT AGREE WITH THESE TERMS AND CONDITIONS, OR (II) ARE OR BECOME (IN WHOLE OR IN PART) A DIRECT COMPETITOR OF USERCENTRICS EXCEPT WITH USERCENTRICS’ PRIOR WRITTEN CONSENT. FURTHER, YOU MAY NOT ACCESS OR JOIN THE PARTNER PROGRAM FOR PURPOSES OF MONITORING USERCENTRICS OR ITS SERVICES, THEIR PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
Under this Agreement, Usercentrics grants the Partner a non-exclusive license to promote and co-offer subscriptions on Usercentrics’ Services and Software, in accordance with the terms and conditions set forth in this Agreement.
Definitions
“Activation Date” means the first date on which a New Customer’s active subscription becomes effective, provided the subscription has already been paid. This excludes any trial periods or free Services and Software.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. For purposes of this definition, “Control” means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Cross-Sell Customer” means a customer who has an existing subscription or agreement with Usercentrics for certain Services or Software and is referred by the Partner for the purchase or subscription of additional, distinct Usercentrics Services or Software not included in their current agreement.
“Defined-Term Subscription” means a subscription with a predetermined contractual duration (e.g., one year, two years). When a customer extends their subscription beyond the original contract term through a renewal, it qualifies for the Renewal Commission.
“First-Line Support” means the initial level of technical assistance provided directly by the Partner to the referred Customer. This includes addressing common questions, troubleshooting basic issues related to the product or service, and escalating unresolved or complex cases to the appropriate higher support level.
“Monthly Subscription Recurring Subscription” means a subscription that renews automatically on a monthly basis without a predefined contractual term. If a customer continues their subscription beyond twelve (12) consecutive months, it qualifies as a renewal for the purpose of the Renewal Commission.
“New Customer” shall mean those customers who have not subscribed to Usercentrics Services and Software or had sales contact with Usercentrics in the six months preceding the Partner’s referral of the Usercentrics Services and Software to said customer.
“Partner” means (i) a company or other legal entity, or (ii) an individual acting on their own behalf, who has agreed to this Agreement.
“Partner Package” means a discounted offering that allows the Partner to access Usercentrics Services and Software at a 50% discount for the duration of this agreement. This package is exclusively for the Partner’s own use, including test features and demonstrating the product to potential New Customers.
“Partner Portal” refers to a dedicated platform provided by Usercentrics for the Partner’s use. The portal offers access to essential tools, resources, and information to support the Partner in managing its relationship with Usercentrics. This includes, but is not limited to, features for account management, integration support, and access to marketing materials. Access to the Partner Portal is provided on a limited, non-exclusive, and revocable basis and is contingent upon the Partner’s compliance with the terms specified in this Agreement.
“Partner Pricing Page” means a dedicated webpage linked to the Partner via a unique Referral link, allowing New Customers to view pricing details and book the Usercentrics Services and Software directly without requiring any interaction. This page ensures that bookings are attributed to the partner seamlessly. The Partner Pricing Page might not include the full range of Services and Software offered. For Services and Software not listed on this webpage, Usercentrics provides an alternative process for deal registration.
“Partner Program” means, collectively, the Program Benefits and rights and obligations of Partner that are associated with the Program Types described in the Annex i. The Partner Program does not provide distribution rights to the Partner for the Services, nor does it contemplate any kind of reseller relationship between Usercentrics and Partner, which are governed by separate and additional Usercentrics agreements and application processes.
“Partner Tier” means Partner’s level in certain Program Types. Partner Tiers are described more fully in the Partner Program and are subject to change from time to time.
“Referral Commission” means the fee granted to the Partner, calculated as a percentage of the paid invoices by New Customer and/or Cross-Sell Customer. This fee applies exclusively to the additional and distinct Usercentrics Services and Software included in the paid invoices of customers generated through successful referrals, subject to the criteria outlined in this Agreement.
“Referral Link” means a unique URL provided by Usercentrics to the Partner that identifies and attributes New Customers to the Usercentrics Services and Software. This link enables tracking of referrals, ensuring proper assignment of customer relationships, commissions, or other benefits outlined in this agreement. The Referral Link might not include the full range of Services and Software offered. For Services and Software not listed on this Referral Link, Usercentrics provides an alternative process for deal registration.
“Referred Customer” means a New Customer, Cross-Sell Customer or Renewal Customer who is directed to Usercentrics by the Partner through the referral processes outlined in this agreement, and who subsequently subscribes to Usercentrics Services and Software.
“Renewal Commission” means the fee granted to the Partner for actively supporting or facilitating the renewals of subscriptions by Renewal Customers, whether through an extension of a ”Defined-Term Subscription” or the continuation of a “Monthly Recurring Subscription” beyond (12) consecutive months. This commission is payable only for renewals occurring within the first three (3) years of the activation date, after which it will no longer be applicable.
“Renewal Customer” means a customer who has either extended their initial contractual term or maintained a recurring subscription without a fixed contractual term for more than twelve (12) consecutive months, where such renewal has been actively supported or facilitated by the Partner.
“Usercentrics” means the Usercentrics entity set forth in Section 15 (Contracting Parties, Legal Notices, Governing Law and Jurisdiction) of this Agreement.
“Usercentrics Services and Software” means the products and services that are ordered by Customer under an Order Form (or otherwise provided to Partner in accordance with this Agreement) and made available online by Usercentrics as described in the Agreement.
1. Subject Matter of the Agreement
1.1. The subject of this Agreement is the participation of the Partner in the Partner Program. Under the Partner Program, the Partner has the rights and responsibilities described in this Agreement, including the right to refer Usercentrics’ Services and Software to New Customers and Renewal Customers in exchange for Referral Commissions or other agreed benefits.
1.2. The Partner Program is organized into distinct tiers (“Partner Tier”), each defined by specific requirements and corresponding benefits that align with the Partner’s level of engagement and performance, as outlined in Annex 1.
1.3. No agency, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by this Agreement. The Partner has no authority to assume or create any explicit or implied obligation for or on behalf of Usercentrics concerning the Services or otherwise.
1.4. Usercentrics reserves the right to modify or terminate the Partner Program within a 90 days notice period.
2. Services of the Partner
2.1. In particular, the Partner shall provide the following services for Usercentrics in connection with the Partner Program:
2.1.1. Identification and referral of the Usercentrics Services and Software to potential New Customers.
2.1.2. Actively support subscription renewals by engaging Renewal Customers and facilitating the continuation of their subscription agreements as per the terms of this agreement.
2.1.3. Identify and pursue cross-selling opportunities by promoting additional Usercentrics Services or Software to both New Customers and existing customers.
2.1.4. Undergo the training provided by Usercentrics to stay informed about the Usercentrics Service and Software updates and improvements as outlined in section 4.
2.1.5. Provide “First-Line Support” to New Customers and instruct all customers to make inquiries regarding support directly to the Partner; If the Partner fails to deliver adequate First-Line Support in compliance with the agreement, Usercentrics may transfer the Customer relationship to another Partner.
2.1.6. Report immediately on any knowledge of solvency or decline of the creditworthiness of customers and potential New Customers and, if necessary, assist in the recovery of claims.
2.1.7. Communicate to Usercentrics potential product extensions or feature requests from customers.
2.2. The Partner must safeguard the interests of Usercentrics with the diligence of a responsible businessperson. With regard to information on prices, terms of delivery and payment as well as product characteristics, the Partner shall follow Usercentrics’ guidelines. The Partner cannot make any statements on behalf of Usercentrics or utilize any Usercentrics intellectual property or other materials unless Usercentrics has expressly authorized the Partner to do so. The Partner is not entitled to represent Usercentrics, enter into any obligations for Usercentrics, or accept any payments for Usercentrics.
2.3. The Partner shall comply with the applicable laws and relevant regulations regarding fair competition with regard to the Partner’s performance under this Agreement.
2.4. The Partner must notify Usercentrics of any changes to its legal form and address within 30 days of any such change.
3. Services of Usercentrics
3.1. Usercentrics shall provide the following services in connection with the Partner Program:
3.1.1. Take the interests of the Partner into account to a reasonable extent and to support it in its activities;
3.1.2. Inform the Partner about significant changes in the Usercentrics Services and Software;
3.1.3. Provide the Partner with documents and promotional material required for the Partner’s activities; all documents and material provided by Usercentrics remain the property of Usercentrics unless they are given to customers in accordance with their intended purpose;
3.1.4. Declare within forty-eight (48) hours (excluding weekends and Usercentrics holidays) after receiving a deal registration from Partner whether Usercentrics accepts or rejects a New Customer, Renewal Customer or Cross-Sell Customer.
3.2. The reimbursement of travel costs and other expenses of the Partner on behalf of Usercentrics is not permitted unless Usercentrics has expressly confirmed this in writing beforehand.
4. Quality Management
4.1. Usercentrics commits to providing training sessions for the Partner regarding the Usercentrics Services and Software.
4.2. The Partner is required to successfully complete the Certification Training available within the Partner Program within the first month of the partnership. Thereafter, the Partner must complete the Certification Training every twelve (12) months or within twelve (12) months of new certifications becoming available.
4.3. The Partner must meet the minimum number of certified required individuals by the Partner’s Tier as outlined in the Annex I.
4.4. Usercentrics shall bear the costs for the Partner’s training required by this Agreement.
5. The Referral Process
5.1. The Partner will receive a unique Referral Link to promote Usercentrics Services and Software. This Referral Link directs New Customers to a dedicated Partner Pricing Page, allowing customers to purchase the Usercentrics Services and Software available on the Partner Pricing Page independently.
5.2. For any Usercentrics Services and Software not available on the Partner Pricing Page, Partner must register the potential New Customer and/or Cross-Sell Customer through the Usercentrics Partner Portal.
5.3. To ensure eligibility for a Referral Commission, the Partner shall complete the processes described in section 5.1. and 5.2 of this Agreement. If a New Customer and/or Cross-Sell Customers buys Usercentrics Services and Software directly through the Usercentrics website or a Usercentrics sales representative, rather than through the process described in this Section 5.3, the Partner will not be entitled to a Referral Commission.
5.4. Subject to Partner’s completion of processes described in this Section 5, a Partner is entitled to a Referral Commission if the New Customer and/or Cross-Sell Customer executes a contract and pays for Usercentrics Services and Software, without withdrawing or terminating the contract within the timeframe to receive a full refund as outlined in such contract.
5.5. A referral is only eligible to qualify as a New Customer of Usercentrics if the customer has not had a separate commercial agreement for the same Usercentrics Services and Software referred by the Partner, has had no contact with Usercentrics’ sales department regarding these services in the six months preceding the referral, and the referral has followed the guidelines set forth in the section 5 of this agreement.
5.6. A referral will only qualify as a Cross-Sell Customer if the Partner refers additional, distinct Usercentrics Services or Software which are not included in their existing commercial agreement with the existing customer, provided the referral adheres to the criteria and guidelines specified in this Agreement.
5.7. Once the New Customer, Renewal Customer and/or Cross-Sell Customer have been referred by Partner to Usercentrics, Usercentrics is required to notify the Partner of any communication with the customer and to provide information about the context of the communication.
5.8. Usercentrics is free to decide whether to enter into a contract initiated by the Partner. If Usercentrics does not formalize an agreement with the customer, the Partner shall have no claim to a Referral Commission. If Usercentrics rejects a customer referred by Partner, Usercentrics shall not actively solicit such customer for a period of six (6) months after such rejection. Usercentrics will not reject orders arbitrarily.
6. Partner Access to New Customer and Renewal Customer Data
6.1. When a New Customer and/or Cross-Sell Customer signs up with Usercentrics and creates an account, or a Renewal Customer renews their account, such customer’s inputted data will appear in both the Partner Portal under “Deal Related Data” and in the Product section as the “Partner Customer Name.” By default, the Partner does not have access to the customer’s setup in the Product. However, a customer can grant the Partner direct access to its account. If a customer grants such access, the Partner will be able to view and manage Usercentrics Services and Software associated with the account. A customer can revoke a Partner’s access under this Section 6 at any time
6.2. The customer is solely responsible for the Partner’s access to a customer account. Usercentrics shall have no liability for a customer’s providing or denying such access to Partners.
7. Calculation of the Referral Commission
7.1. The Referral Commission is determined by the tiering categorization outlined in Annex 1. Referral Commissions for purchases made through the Partner Pricing Page are payable to Partner for the first twelve (12) months after paid Activation Date (“Activation Date”). Referral Commissions for purchases made through the deal registration process in the Partner Portal are payable for the initial contract duration up to three (3) years.
7.2. This Referral Commission is set at a minimum of 20% of all subscription fees paid by the New Customers who are managed, serviced, or supported (“First-Line Technical Support”) by the Partner.
7.3. The commission period starts on the date the New Customer activates their Usercentrics paid subscription.
7.4. The Partner is also entitled to a Renewal Commission of 10% on all subscription fees paid by the Renewal Customer, provided the Partner has supported the renewal process. The Renewal Commission applies for a period of up to three (3) years .
7.5. The Referral Commission and/or Renewal Commission will be paid only if the Partner accumulates a minimum of 500 EUR in paid invoices by a Partner’s New Customer, Cross-Sell Customer and/or Renewal Customer within a given calendar quarter. In the case of an Agreement with Usercentrics Inc., the Referral Commission and/or Renewal Commission will be paid only if the Partner accumulates a minimum of 500 USD in paid invoices by a Partner’s New Customer, Cross-Sell Customer and/or Renewal Customer within a given calendar quarter. If this threshold is not met, no payment to the Partner will be granted, and the earned commission will not roll over to the following quarter.
7.6. The Partner shall issue an invoice to Usercentrics twenty (20) business days after the end of calendar quarter, if required, with the applicable VAT, within the Usercentrics Partner Portal. The payment term is within 30 business days after the claim has been made, these are the Usercentrics standard payment rules.
7.7. The Partner is solely responsible for paying all taxes related to the Referral Commission and Renewal Commission received under this Agreement.
8. Partner Package Provision
8.1. The Partner is entitled to purchase any Usercentrics Services and Software at a 50% discount for the duration of the partnership (“Partner Package”). This discount is exclusively for the Partner’s own use in connection with its website and domains, and may also be used for testing features and demonstrating the product to a New Customer and/or Cross-Sell Customer.
8.2. By purchasing the Partner Package the Partner agrees to be bound by the terms of the Data Processing Agreement (DPA) and the Terms and Conditions (T&C) of the Usercentrics entity with whom it has entered into this Agreement as described in Section 15.
9. Marketing Development Funds (MDF)
9.1. The Partner Program provides MDF to support Partners in executing marketing activities that drive demand and promote Usercentrics Services and Software. MDF allocation and usage are tier-specific, as detailed below:
9.2. All MDF requests must include a detailed proposal outlining:
9.2.1. A description of the marketing activity.
9.2.2. Expected outcomes and forecasted Return of Investment (ROI).
9.2.3. The targeted audience.
9.2.4. A detailed cost estimate.
9.3. Usercentrics reserves the right to request additional details or supporting documentation to assess and process the proposal effectively.
9.4. Usercentrics will evaluate each MDF request based on the following criteria:
9.4.1. Strategic alignment with Usercentrics’ business objectives.
9.4.2. Anticipated ROI
9.4.3. Availability of funds within the MDF budget.
9.5. Approval of MDF requests is the sole discretion of Usercentrics.
9.6. MDF must be used exclusively for Usercentrics-approved marketing activities that comply with the guidelines provided by Usercentrics. Unauthorized or unapproved activities will not be reimbursed.
9.7. Reimbursement for approved activities is contingent upon the Partner providing valid proof of execution, which includes but is not limited to receipts and invoices, and post-activity performance reports shared with Usercentrics within 5 business days after its execution (e.g., leads generated, campaign outcomes, events leads).
9.8. All claims for reimbursement must be submitted in compliance with the Usercentrics guidelines within 30 days of completing the activity.
9.9. MDF approvals are valid for a calendar quarter from the date of the approval. Unused or unclaimed funds beyond this period will expire and cannot be carried forward.
9.10. Usercentrics reserves the right to terminate or suspend MDF availability if:
9.10.1. The Partner fails to meet program requirements;
9.10.2. The Partner violates the terms of this Agreement.
9.10.3. The Partner is downgraded to a lower tier in the Partner Program.
9.11. MDF terms, allocations, and related materials are confidential. Partners are prohibited from disclosing such information to third parties without prior written consent from Usercentrics.
9.12. Any disputes regarding MDF allocation or usage will be resolved in good faith by both Parties.
10. Confidentiality, Data Protection
10.1. Each party protects the confidential information of the other party from use or access by unauthorized individuals with reasonable care.
10.1.1. “Confidential Information” means (i) any information exchanged between the parties in the context of or in connection with this Agreement, either expressly marked in writing as “confidential” or in a similar manner, (ii) oral information expressly designated by the issuing party as confidential, and (iii) regardless of the above provisions, any information from which it is clear that they need to be kept confidential.
10.1.2. The obligation of confidentiality does not apply to information that is already generally known at the time of conclusion of the contract or which can verifiably become subsequently known without breach of the contractual obligations. The obligation of confidentiality also does not apply to confidential information to the extent that the disclosing party may prove to them that it (i) has obtained or received it lawfully from third parties; (ii) for the provision of contractual services to the other party, must be passed on to third parties legitimately engaged for this purpose; (iii) must be disclosed by law or by decision of a court or an order of an authority; or (iv) by professionally committed advisors and lawyers.
10.1.3. In the event that one of the parties has reason to believe that there has been an unauthorized loss, access or disclosure of the other party’s confidential information, it shall notify the other party without delay.
10.2. Nothing herein shall limit Usercentrics from disclosing the terms of this contract to potential financing sources, security holders, strategic partners and advisors.
11. Non-solicitation
11.1. Both Parties and their Affiliates shall not, during the term of this Agreement and for a period of 12 months thereafter, solicit, or attempt to solicit, recruit, induce, hire, assist others in recruiting or hiring, or refer to others any person who is an employee or independent contractor of each party or its Affiliates without the prior written consent of the other party or its Affiliates in question.
12. Agreement duration, termination
12.1. The initial term of this Agreement will commence as of the Effective Date hereof and continues for a period of one (1) year. The initial term hereof will automatically renew for a successive one (1) year term unless one Party provides notice to the other Party, consistent with the requirements of Section 15, no less than ninety (90) days prior to the expiration of the current term of its intention not to renew. Both the initial term and any renewal term may be subject to earlier termination as otherwise provided herein.
12.2. Upon the expiration or termination of this Agreement, the Partner must immediately cease to refer to the Usercentrics Services and Software. The expiration or termination of this Agreement will not terminate the rights of existing customers and Usercentrics will assume responsibility for delivery of the Usercentrics Services and Software to such customers under the Terms & Conditions provided on usercentrics.com. The Partner has no right to claim Referral Commission and Renewal Commission for lost goodwill, lost business opportunities or similar compensation as a consequence of the termination, regardless of the reason for termination.
12.3. Any outstanding commission must be claimed by the Partner within 30 business days after the termination of this Agreement, and shall be paid by Usercentrics within 30 business days after the receipt of the invoice, according to the guidelines described in section 7.6.
12.4. Either Party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice (such notice must contain sufficient detail as to the nature of the breach and state the intent to terminate and email notice is sufficient in the case of non-payment); (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
12.5. At the end of the Agreement, the Partner must return documents made available to him as well as any reproductions, provided they have not been handed over to the Customer as intended. Stored data must be destroyed at the request of the Partner; a destruction must be confirmed to Usercentrics
13. Liability and Disclaimers
13.1. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF USERCENTRICS TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE REFERRAL COMMISSIONS PAID TO THE PARTNER IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. NOTWITHSTANDING THE FOREGOING, THE ABOVE LIMITATIONS ON LIABILITY SHALL NOT APPLY TO EACH USERCENTRICS’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 14.3 (INDEMNIFICATION BY USERCENTRICS) BELOW OR TO USERCENTRICS’ OBLIGATIONS UNDER SECTION 10 WITH RESPECT TO CONFIDENTIALITY.
13.2. IN NO EVENT WILL USERCENTRICS HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF USERCENTRICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF USERCENTRICS’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
14. Indemnification
14.1. Partner will defend Usercentrics against any claim, demand, suit or proceeding made or brought against Usercentrics by a third party (i) alleging that any data that Partner enters into the Partner Portal infringes the intellectual property rights of, or have otherwise harmed, such third party; (ii) based upon a representation made by Partner to such third party; or (iii) based upon a Partner’s breach of this Agreement (each a “Claim Against Usercentrics”), and will indemnify Usercentrics from any damages, attorney fees and costs finally awarded against Usercentrics as a result of, or for any amounts paid by Usercentrics under a settlement approved by Partner in writing of, a Claim Against Usercentrics, provided Usercentrics (a) promptly gives Partner written notice of the Claim Against Usercentrics, (b) gives Partner sole control of the defense and settlement of the Claim Against Usercentrics (except that Partner may not settle any Claim Against Usercentrics unless it unconditionally releases Usercentrics of all liability), and (c) gives Partner all reasonable assistance, at Partner’s expense.
14.2. Usercentrics will defend Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that the Usercentrics Software and Services infringes or misappropriates the intellectual property rights of such third party (a “Claim Against Partner”), and will indemnify Partner from any damages, attorney fees and costs finally awarded against Partner as a result of, or for amounts paid by Partner under a settlement approved by Usercentrics in writing of, a Claim Against Partner, provided Partner (a) promptly gives Usercentrics written notice of the Claim Against Partner, (b) gives Usercentrics sole control of the defense and settlement of the Claim Against Partner (except that Usercentrics may not settle any Claim Against Partner unless it unconditionally releases Partner of all liability), and (c) gives Usercentrics all reasonable assistance, at Usercentrics’ expense. If Usercentrics receives information about an infringement or misappropriation claim related to the Usercentrics Software and Services may in its discretion and at no cost to Partner (i) modify the Usercentrics Software and Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for Partner’s or customer’s (as applicable) continued use of the subject service in accordance with this Agreement; or (iii) terminate any of Partner’s or customer’s (as applicable) rights for that service upon thirty (30) days’ written notice and refund Partner or Customer (as applicable) any prepaid fees covering the remainder of the term of the terminated services. The above defense and indemnification obligations do not apply to the extent a Claim Against Partner arises from (i) services or software unrelated to Usercentrics; (ii) Partner’s breach of this Agreement; or (iii) the use or combination of the Usercentrics Software and Services, or any part thereof with software, hardware, data, or processes not provided by Usercentrics, if the services, would not infringe without such combination.
14.3. This Section 14 section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this section.
15. Contracting Parties, Legal Notices, Governing Law and Jurisdiction
15.1. The Usercentrics entity that Partner is contracting with under this Agreement, the address to which Partner should direct legal notices arising under or relating to this Agreement, the law that will apply in any lawsuit arising out of or in connection with this Agreement, and which courts can adjudicate any such lawsuit, depend on where Partner is domiciled as follows:
15.1.1. For Partners domiciled in Europe (except as specified in 15.1.2), Australia, Asia, Africa, South American, and the Americas (except as provided in 15.1.3 below) the contracting entity for Usercentrics is Usercentrics GmbH. Notices to Usercentrics GmbH under this Agreement with Usercentrics GmbH can be sent by email to channelpartners@usercentrics.com or by certified mail to Sendlinger Str. 7, 80331 Munich Germany. In the case of Partners under this Section 15.1.1, the contractual relationship between the parties is exclusively subject to the law of the Federal Republic of Germany with the explicit exclusion of the UN Convention on Contracts for the Sale of Goods. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the Agreement between Usercentrics and the Partner is, to the extent permitted by law, Munich, Germany.
15.1.2. For Partners domiciled in the Nordic countries (Denmark, Norway, Sweden, Finland, Iceland, Faroese) or Poland, the contracting entity for Usercentrics is Usercentrics A/S. Notices to Usercentrics A/S under this Agreement with Usercentrics A/S can be sent by email to channelpartners@usercentrics.com or by certified mail to Havnegade 39, 1058 Copenhagen, Denmark. In the case of Partners under this Section 15.1.2, the contractual relationship between the parties is exclusively subject to the law of Denmark with the explicit exclusion of the UN Convention on Contracts for the Sale of Goods. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the Agreement between Usercentrics and the Partner is, to the extent permitted by law, Danish Courts.
15.1.3. For Partners domiciled in the USA or Canada, the contracting entity for Usercentrics is Usercentrics, Inc. Notices to Usercentrics, Inc. under this Agreement with Usercentrics, Inc. can be sent by email to channelpartners@usercentrics.com or by certified mail to Usercentrics, Inc., c/o Moore & Van Allen, 100 North Tryon Street, Suite 4700, Charlotte, North Carolina 28202-4003. In the case of Partners under this Section 15.1.3, the contractual relationship between the parties is exclusively subject to the law of Delaware, United States, with the explicit exclusion of the UN Convention on Contracts for the Sale of Goods. The exclusive place of jurisdiction for all disputes arising out of and/or in connection with the Agreement between Usercentrics and the Partner is, to the extent permitted by law, the state and United States federal courts located in the state of Delaware.
15.2. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing or email consistent with Sections 15.1.1, 15.1.2, or 15.1.3, and will be effective upon (i) personal delivery, (ii) the second business day after a mailing, (iii) the business day after an e-mail, or (iv) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Notices to Partner shall be addressed to the contact designated by Partner for Partner’s relevant partner account, and in the case of billing-related notices, to the relevant billing contact designated by Partner. Notices to Usercentrics that are not Legal Notices shall be addressed to the entity Partner is contracting with, as described above, and to the attention of the Partner Manager.
15.3. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
16. Compliance With Laws
16.1. In addition to, and without limiting the provisions of this Agreement, 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, without limitation, anti-spam laws, competition, trademark and copyright laws(“Applicable Laws”) and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to Usercentrics, Customers, the Services or Software, or to the public. Usercentrics shall comply with Applicable Laws that are applicable to it generally (i.e., without regard to Partner’s and/or any customer’s particular use of the Services and Software) in its performance of its obligations hereunder.
16.2. Without limiting Section 16.1 above, Partner, and all employees, officers, and directors, and any other third parties working for Partner or performing activities on Partner’s behalf in connection with this Agreement, (1) will comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and other applicable anticorruption laws and regulations (collectively, the “Anti-Corruption Laws”); and (2) shall keep accurate books, accounts, and records. It is the intent of the Parties that no offers, promises, payments or transfers of anything of value shall be made in connection with this Agreement that have the purpose or effect of public, commercial or other bribery, or acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.
16.3. Partner hereby acknowledges and agrees, Usercentrics may terminate or suspend this Agreement immediately, by notice consistent with Section 15, without any liability of Usercentrics to Partner: (1) upon any violation by Partner of this Section 16; or (2) due to circumstances causing Usercentrics to believe, in good faith, that Partner, or any of its owners, directors, employees, or third parties (including sub-contractors, subdistributors, integrators, or other third parties), has engaged in illegal conduct or unethical business practices, including any potential violations of the Anti-Corruption Laws or export and economic sanctions laws and regulations. Termination or suspension by Usercentrics under this Section 16 shall be in addition to, and not in lieu of, Usercentrics’ other legal rights and remedies. If Usercentrics terminates or suspends the Agreement under this Section 16, Usercentrics may suspend or withhold any Referral Commissions to Partner hereunder. Usercentrics will not be liable for any claims, losses, or damages arising from or related to the termination or suspension of this Agreement under this clause.
17. Miscellaneous
17.1. Changes and additions to this Agreement must be made and agreed in writing (email sufficient).
17.2. Should a provision of this Agreement be or become ineffective, the validity of the Agreement shall not be affected. The ineffective provision shall be replaced by an appropriate provision that comes closest to what the parties would have wished if they had considered this at the conclusion of this Agreement.
17.3. By entering into this Agreement on behalf of Partner, the individual executing this agreement on behalf of Partner represents and warrants that they have the authority to bind Partner to this Agreement.
17.4. Changes to the Agreement will be offered by Usercentrics in text form no later than two (2) months before the proposed date of their effective date. The contracting party shall be considered to have agreed to such changes if it has not notified its rejection before the proposed date of effectiveness of the amendments.
Annex 1 – Usercentrics Partner Program
Partner Program Overview
Definitions
For the purpose of this Annex, the following terms shall have the meanings ascribed to them:
“Access to Usercentrics API” refers to limited, non-exclusive, and revocable access to the Usercentrics API, granted to the Partner for integration purposes. Such access is subject to tier eligibility, compliance with the API usage terms outlined by Usercentrics, and prior approval by Usercentrics. Furthermore, the terms and conditions governing this access shall be detailed in a separate agreement.
“Annual Recurring Revenue (ARR)” refers to the total value of subscription-based or recurring contract revenue generated annually through successful referrals, as outlined in Section 5.
“Certified Sales and Tech” refers to the number of individuals employed by the Partner who are required to successfully complete Usercentrics’ Certification Training, as specified in Section 4 of this Agreement.
“Commission Threshold” refers to the minimum amount of commission a Partner must accumulate within a calendar quarter to be eligible for payment of the Referral Commission and/or Renewal Commission, as specified in Section 7 of this Agreement
“Exclusive Usercentrics Advisory Board Events” refers to high-level, invitation-only gatherings hosted by Usercentrics for strategic partners and key customers.
“One-Time Volume Rebate” means a single monetary rebate issued to the Partner upon meeting specific sales or performance volume threshold during the term of this Agreement, as determined by the Usercentrics internal policies.
“Partner Directory Listing” refers to the inclusion of the Partner’s profile in the Usercentrics Partner Directory, a publicly or internally accessible resource designed to showcase approved partners
“Partner Marketing Campaigns” refers to promotional campaigns, activities, and initiatives offered by Usercentrics to support its partners in driving brand awareness and business growth. These campaigns are subject to the specific terms and conditions outlined by Usercentrics for each activity.
“Partner SLA” refers to the defined level of support services provided by Usercentrics to the Partners, which shall meet or exceed the service response times and solutions commitments outlined in the SLA agreement.
“Usercentrics Implementation Leads” refers to the leads provided by Usercentrics to the Partner for the purpose of offering implementation and support services related to Usercentrics’ Services and Software, as well as other services that may be of interest to the Customer. The sharing of leads is subject to applicable data protection laws and the provisions outlined in this Agreement.
1. Purpose of the Partner Program
The Partner Program enables the Partner to promote Usercentrics’ Services and Software to New Customers and/or Cross-Sell Customers and support the renewal of subscriptions of Renewal Customers. In return, Partners shall earn Referral Commissions, Renewal Commission or other agreed-upon benefits. Participation in the Partner Program requires compliance with the criteria established in this Agreement and applicable laws.
2. Tier Qualification
The Partner Program is structured into distinct tiers, each designed to reflect the Partner’s level of engagement, performance, and commitment. Each tier comes with specific requirements and corresponding benefits, as outlined in this Annex. The Partner has the opportunity to advance through the tiering system by meeting higher performance thresholds, gaining access to additional benefits and increased commission rates.
The tiers in the program are as follows:
- Privacy Pioneer
- Privacy Champion
- Privacy Leader
The partner tier qualification is valid for the period of one (1) year. Tiers are reviewed annually after the Effective Date described in Section 12.1, with qualifications subject to renewal or adjustment based on performance during the previous calendar year.
3. Partner Benefits
The benefits available to partners in each tier are outlined below:
| Benefits | Privacy Pioneer | Privacy Champion | Privacy Leader |
| Commission and Leads | |||
| Referral Commission (During period described by Section 7.1 of the Agreement) | 20% | 25% | 30% |
| Renewal Commission (During period described by Section 7.4 of the Agreement) | 10% | 10% | 10% |
| One time volume Rebate (optional) | – | – |  |
| Usercentrics Implementation Leads | | ||
| Sales Enablement | |||
| Access to Usercentrics API (on approval) | | | |
| Access to Partner Portal | | | |
| Regular Usercentrics Enablement Sessions | | | |
| 50% Discount on Partner Package | | | |
| Marketing | |||
| Partner Directory Listing | | | |
| Marketing Development Fund | on request | eligible | eligible |
| Agreed Joint Marketing Plan | | | |
| Invitations to Usercentrics Partner Marketing Campaigns | | | |
| Invitation to exclusive Usercentrics Customer Advisory Board Event | | ||
| Support | |||
| Dedicated Channel Partner Manager | | | |
| Meetings with Channel Partner Manager | on request | quarterly | monthly |
| Business Plan and Quarterly Reviews | | | |
| Partner SLA: up to 3 business days | | | |
4. Partner Requirements
The requirements to participate in each tier are outlined below:
| Requirements | Privacy Pioneer | Privacy Champion | Privacy Leader |
| Annual Recurring Revenue | |||
| Yearly Requirements: ARR (annual recurring revenue) | – | €50,000 | €100,000+ |
| Support and Team | |||
| First-Line Support | | | |
| Certified TeamSales & Tech requirement | 2 persons | 3 persons | 5 persons |
5. Program Review and Updates
The Partner Program will be reviewed periodically to ensure alignment with both Parties’ objectives. Updates to the program, including changes to benefits or requirements, will be communicated with 90 days notice.