--- title: USERCENTRICS PARTNER AGREEMENT description: "USERCENTRICS PARTNER AGREEMENT Version Date: April 30th, 2026 PREAMBLE THIS USERCENTRICS PARTNER AGREEMENT, TOGETHER WITH ANY ANNEXES ACTIVATED BY PARTNER FROM TIME TO TIME AND ANY POLICIES THAT MAY BE REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS AND PARTICIPATION IN THE USERCENTRICS PARTNER PROGRAM. BY ACCEPTING THIS AGREEMENT OR ANY ANNEX, EITHER BY SIGNING […]" url: https://usercentrics.com/referral-partner-agreement/ --- # USERCENTRICS PARTNER AGREEMENT # **USERCENTRICS PARTNER AGREEMENT** Version Date: April 30th, 2026 PREAMBLE THIS USERCENTRICS PARTNER AGREEMENT, TOGETHER WITH ANY ANNEXES ACTIVATED BY PARTNER FROM TIME TO TIME AND ANY POLICIES THAT MAY BE REFERENCED HEREIN (COLLECTIVELY, THE “AGREEMENT”) GOVERNS YOUR ACCESS AND PARTICIPATION IN THE USERCENTRICS PARTNER PROGRAM. BY ACCEPTING THIS AGREEMENT OR ANY ANNEX, EITHER BY SIGNING THE AGREEMENT, CLICKING A BOX INDICATING YOUR ACCEPTANCE, OR OTHERWISE ELECTRONICALLY INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE RELEVANT TERMS THE TERMS OF THIS AGREEMENT. YOU MAY NOT ACCESS OR PARTICIPATE THE USERCENTRICS 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 USERCENTRICS PARTNER PROGRAM FOR PURPOSES OF MONITORING USERCENTRICS OR ITS SERVICES, THEIR PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES. #### **Definitions** **“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. **“Main Agreement”** means the base terms of this Agreement, excluding the Annexes hereto. References to the “Main Agreement” in any Annex shall be construed as references to these base terms only. **“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 Portal”** means the online platform provided by Usercentrics to the Partner for purposes of participating in the Partner Program. Access is limited, non-exclusive, revocable, and subject to the Partner’s compliance with this Agreement. “**Subscription**” means the right to access and use Usercentrics Services and Software for a defined period, whether structured as a fixed-term subscription or an automatically renewing subscription. **“Partner Program”** means, collectively, the overall partnership framework established under this Agreement, including the Referral Model (Annex 2) and the tiering structure set forth in Annex 1. **“Usercentrics”** means the Usercentrics entity set forth in **Section 9 (**Contracting Parties, Legal Notices, Governing Law and Jurisdiction) of this Agreement.**“Usercentrics Services and Software”** means the products and services provided by Usercentrics under subscription or other commercial arrangements, whether ordered directly by a customer or by the Partner under this Agreement. #### 1. Subject Matter of the Agreement 1.1. This Agreement governs the Partner’s participation in the Usercentrics Partner Program. The Partner is entitled to promote and refer Usercentrics’ Services and Software to Customers in accordance with the rights and responsibilities described herein and in the applicable annexes, including the right to receive compensation or benefits as set forth in the annexes attached hereto. 1.2. The Partner Program is organized into distinct tiers (“Partner Tier”), each reflecting a defined level of engagement and performance. Each Partner Tier is associated with specific eligibility criteria and corresponding benefits, as set forth in the applicable annexes to this Agreement. These tiers are designed to recognize and support the Partner’s contribution to the Program and may evolve over time. 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. #### 2. Services of the Partner 2.1. The general responsibilities of the Partner under this Agreement apply to all forms of participation in the Partner Program. Additional obligations specific to the Partner’s role under a defined model, if applicable, are outlined exclusively in the respective annexes to this Agreement. 2.2. Without limiting the scope of Section 2.1, the Partner’s obligations shall include, but are not limited to, the following 2.2.1. Where applicable, to participate in training sessions provided by Usercentrics and maintain up-to-date knowledge of the Usercentrics Services and Software, including any updates or improvements, as further specified in the annexes of this Agreement. 2.2.2. Report immediately on any knowledge of solvency or decline of the creditworthiness of customers and potential customers and, if necessary, assist in the recovery of claims. 2.2.3. Communicate to Usercentrics any product-related feedback obtained from customers or prospects, including requests for new features, extensions, or improvements. 2.2.4. Actively promote Usercentrics by engaging in co-marketing activities, including the regular launch of joint campaigns and participation in relevant industry events, in each case as agreed between the parties from time to time. 2.2.5. Maintain consistent sales activity and pipeline development in accordance with any targets agreed in writing between the parties, and otherwise demonstrated ongoing commercial engagement with Usercentrics products and services. 2.3. 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. 2.4. The Partner shall comply with the applicable laws and relevant regulations regarding fair competition with regard to the Partner’s performance under this Agreement. 2.5. 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 Partner 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; 3.2. 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. ****Confidentiality, Data Protection**** 4.1. Each party protects the confidential information of the other party from use or access by unauthorized individuals with reasonable care. 4.1.1. “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. 4.1.2. 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. 4.1.3. 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. 4.2. Nothing herein shall limit Usercentrics from disclosing the terms of this contract to potential financing sources, security holders, strategic partners and advisors. #### 5. ****Non-solicitation**** 5.1. 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. #### 6. ****Agreement duration, termination**** 6.1. 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 9, 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. 6.2. Upon expiration or termination of this Agreement, the Partner shall immediately cease all activities in connection with the Usercentrics Partner Program. This includes, without limitation: (i) referring potential customers to Usercentrics; (ii) marketing or otherwise promoting the Usercentrics Services and Software and (iii) using any Usercentrics trademarks, branding, or other proprietary materials. The Partner shall also refrain from presenting itself as a Usercentrics partner or acting in any capacity that implies an ongoing relationship with Usercentrics. 6.3. The termination of this Agreement—constituting the Partner’s exit from the Partner Program, regardless of the cause or initiating party—shall also be subject to the applicable provisions set forth in the annexes hereto. These annexes regulate in detail the different program tracks and the specific legal and operational consequences arising by such termination. 6.4. 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). 6.5. 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. #### 7. ****Liability and Disclaimers**** 7.1. 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 ALL 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 8.2 (INDEMNIFICATION BY USERCENTRICS) BELOW OR TO USERCENTRICS’ OBLIGATIONS UNDER SECTION 4 WITH RESPECT TO CONFIDENTIALITY. 7.2. 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. #### 8. ****Indemnification**** 8.1. 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. 8.2. 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. 8.3. Section 8.2 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. #### 9. ****Contracting Parties, Legal Notices, Governing Law and Jurisdiction**** 9.1. 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: 9.1.1. For Partners domiciled in Europe (except as specified in 9.1.2), Australia, Asia, Africa, South American, and the Americas (except as provided in 9.1.3 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 or by certified mail to Sendlinger Str. 7, 80331 Munich Germany. In the case of Partners under this Section 9.1.1, 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. 9.1.2. 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 or by certified mail to Havnegade 39, 1058 Copenhagen, Denmark. In the case of Partners under this Section 9.1.2, 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. 9.1.3. 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 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 9.1.3, 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. 9.1.4. Notwithstanding the above 9.1.1. through 9.1.3, for Partners engaged in services under this Agreement related to Cookiebot Consent Management Platform, 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 or by certified mail to Havnegade 39, 1058 Copenhagen, Denmark. In the case of Partners under this Section 9.1.4, 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. 9.2. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing or email consistent with Sections 9.1.1, 9.1.2, or 9.1.3, 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. 9.3. 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. #### 10. ****Compliance With Laws**** 10.1. 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. 10.2. Without limiting Section 10.1 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. 10.3. Partner hereby acknowledges and agrees, Usercentrics may terminate or suspend this Agreement immediately, by notice consistent with Section 9, without any liability of Usercentrics to Partner: (1) upon any violation by Partner of this Section 10; 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 10 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 10, Usercentrics may suspend or withhold any Commission or other economic benefits to which the Partner may otherwise be entitled under this Agreement 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. #### 11. ****Miscellaneous**** 11.1. 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. 11.2. 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. 11.3. Usercentrics reserves the right to make changes and/or additions to this Agreement. Any such changes will be communicated to the Partner in writing (email sufficient) no less than 2 (two) months before the proposed effective date. The Partner shall be deemed to have accepted such changes if it has not notified Usercentrics of its rejection in writing before the proposed effective date. If the Partner rejects the proposed changes, either party may terminate this Agreement in accordance with Section 6. 11.4. The Partner may accept this Agreement or any amendments hereto by electronic means, including by clicking an acceptance button or checkbox within the Partner Portal or partner platform. Such electronic acceptance shall constitute valid and binding acceptance of the relevant terms and shall have the same legal effect as a written signature. A record of such acceptance, including the date and time of acceptance, shall be maintained by Usercentrics and shall be conclusive evidence of the Partner’s agreement to the relevant terms. 1.5. In the event of any conflict or inconsistency between the Main Agreement and any Annex, the relevant Annex shall prevail with respect to the specific commercial model it governs. The Main Agreement shall prevail in all other respects. In the event of conflict between two or more Annexes, the more recently effective Annex shall prevail unless otherwise agreed in writing by the parties. ## Annex 1 – Usercentrics Partner Program Tiers #### Definitions This Annex governs the Partner Tier eligibility and classification and its interaction with the commercial models set out in Annex 2 . #### 1. ****Commercial Models**** 1.1. The applicable commercial terms, including the commission structure under the Referral Model is governed by Annex 2. #### 2. ****Tier Classification**** 2.1. The Partner Program is organized into two Partner Tiers: “Elite Partner” and “Standard Partner.” 2.2. For the purpose of this Annex, tier qualification is based on total Annual Recurring Revenue (hereinafter ‘ARR’), defined as the total recurring subscription revenue actually received by Usercentrics from active Subscriptions generated by the Partner under the Agreement, measured on a rolling 12-month basis and at the time of assessment. 2.3. A Partner qualifies as an Elite Partner if the ARR equals or exceeds EUR 50,000 (fifty thousand euros). A Partner qualifies as a Standard Partner if the ARR is below EUR 50,000 (fifty thousand euros). 2.4. A Standard Partner shall be reclassified as an Elite Partner when the Partner’s ARR equals or exceeds EUR 50,000 (fifty thousand euros). The upgrade shall take effect at the beginning of the calendar quarter following the date on which the ARR threshold is first met. 2.5. An Elite Partner shall be reclassified as a Standard Partner if the Partner’s ARR falls below EUR 50,000 (fifty thousand euros) for two (2) consecutive calendar quarters. The reclassification takes effect at the start of the calendar quarter immediately following the second quarter in which the threshold was not met. 2.6. Elite Partner status is subject to the Partner’s ongoing compliance with the Partner’s obligations under the Main Agreement. If Usercentrics determines that a Partner has failed to comply Usercentrics shall notify the Partner in writing specifying the nature of the deficiency. The Partner shall have thirty (30) days from receipt of such notice to remedy the deficiency. If the deficiency is not remedied within this period, Usercentrics may reclassify the Partner as a Standard Partner at the beginning of the following calendar quarter. 2.7. In all cases, tier changes shall only take effect at the beginning of a calendar quarter, regardless of when the relevant threshold or condition is met or not met during that quarter. 2.8. Usercentrics shall maintain and publish the Program Requirements in the Partner Portal. Usercentrics reserves the right to update the Program Requirements from time to time, provided that any material changes are communicated to the Partner in writing no less than sixty (60) days before taking effect. The Program Requirements shall at all times be objective, measurable, and proportionate to the Partner’s level of engagement. ​​2.9. Partner Tier status does not create vested rights and may be adjusted in accordance with this Annex. 2.10. If a Partner’s ARR results in a change of Partner Tier, the new tier shall apply only to transactions concluded after the effective date of such change, as determined in accordance with the applicable tier change provision in this Annex. Customer contracts concluded prior to the effective date shall remain governed by the Partner Tier applicable at the time of closing. 2.11. Tier eligibility requires that the Partner is in full compliance with the Agreement and in good standing at the time of review. ## Annex 2 – Usercentrics Referral Partner Program #### Definitions For the purpose of this Annex, the following terms shall have the meanings ascribed to them: “**Activation Date**” means the first date on which a Referred Customer’s paid subscription becomes effective, excluding any trial period or free Services and Software. “**Commission**” means the commission payable to the Partner as a percentage of net subscription revenue actually received by Usercentrics from a Referred Customer, calculated in accordance with this Annex.. **“Partner Pricing Page”** means a dedicated webpage linked to the Partner via a unique Referral Link, enabling prospective customers to access pricing details and purchase Usercentrics Services and Software directly. The Partner Pricing Page may not display the full range of Services and Software. For Services and Software not listed, Usercentrics provides a separate Deal Registration process. **“Referral Link”** means a unique URL provided by Usercentrics to the Partner that identifies and attributes potential 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. “**Referred Customer”** means a customer referred by the Partner in accordance with this Annex who either (i) has not subscribed to the relevant Usercentrics Services and Software or (ii) has an existing subscription or agreement with Usercentrics but is referred for the purchase of additional, distinct Usercentrics Services and Software not included in the customer’s current agreement.**“Subscription”** means a paid subscription to Usercentrics Services and Software, whether agreed for a defined contractual term or structured as an automatically renewing subscription without a predefined contractual duration. #### 1. ****Scope of the Referral Partner Program**** 1.1. The applicable commission rates are determined by the Partner Tier in accordance with Annex 1, and the specific calculation methodology is set out in this Annex. #### 2. ****The Referral Process**** 2.1. The Partner will receive a unique Referral Link to promote Usercentrics Services and Software. The Referral Link enables the Partner to refer prospective customers and allows such Referred Customers to independently access and purchase the Usercentrics Services and Software. 2.2. For Services and Software not available via the Referral Link, the Partner must submit the opportunity through the Deal Registration process in accordance with the procedures set forth in the Partner Portal. 2.3. The Partner may also submit a Deal Registration where direct involvement of the Usercentrics sales team or a high-touch sales engagement is required. The applicable eligibility criteria and thresholds for Deal Registration are defined in the Partner Portal. Usercentrics reserves the right to amend such criteria at its discretion. 2.4. Eligibility for Commission requires strict compliance with the referral procedures described in this Annex. A Commission shall only be payable where (i) the referral was properly submitted through the Referral Link or the Deal Registration process, (ii) the Referred Customer subscribes to a paid Subscription for the relevant Services and Software, and (iii) Usercentrics has received payment for such Subscription. 2.5. No Commission shall be payable where a customer purchases Services and Software directly from Usercentrics outside the referral process described in this Annex. 2.6. A referral shall only qualify where it relates to Services and Software not already subject to an existing commercial agreement with the respective customer and not already subject to an active sales opportunity at the time of referral. 2.7. Usercentrics retains sole discretion whether to enter into a subscription agreement with a referred customer. If no paid Subscription is concluded and activated, no Commission shall be payable. #### 3. ****Partner Access to New Customer**** 3.1. By default, the Partner shall not have access to a Referred Customer’s account or setup within the Product. A Referred Customer may, at its sole discretion, grant the Partner access to its account. 3.2. If such access is granted, the Partner may view and manage the Usercentrics Services and Software associated with that account strictly in accordance with the permissions granted by the Referred Customer. The Referred Customer may revoke the Partner’s access at any time. 3.3. The Referred Customer is solely responsible for granting, limiting, or revoking the Partner’s access. Usercentrics shall have no liability for any access granted or denied by the Referred Customer, nor for any actions taken by the Partner within the scope of such access. #### 4. ****Calculation of the Referral Commission**** 4.1. The applicable Commission percentage and duration are determined by the Partner Tier, as determined in accordance with Annex 1, and the number of years elapsed since the Activation Date, as follows: TIERYEARCOMMISSION**Standard Partner**Years 1-340%Year 4+20%**Elite Partner**Year 1-540%Year 6+20%4.2. The Commission period begins on the Activation Date and continues only for as long as the Referred Customer maintains an active, paid Subscription. 4.3. Commission shall be calculated solely on subscription revenue actually received by Usercentrics from the respective Referred Customer. No Commission shall be owed for unpaid, refunded, credited, or written-off amounts. 4.4. Commission accrues only for the duration specified above and shall automatically cease upon termination, suspension, cancellation, or non-payment of the Subscription. 4.5. The Partner may submit its Commission claim through the Usercentrics Partner Portal at any time during the two calendar quarters following the quarter in which the respective Commission becomes visible and available in the Partner Portal. Claims not submitted within such two quarters shall lapse unless otherwise agreed in writing by Usercentrics. Usercentrics shall use reasonable efforts to notify the Partner when a Commission becomes visible and available for claim in the Partner Portal. 4.6. The Partner is solely responsible for any taxes, duties, or similar charges arising from the Commission received under this Agreement. #### 5. ****Termination and Post-Termination Effects**** 5.1. Upon the expiration or termination of the Main Agreement or this Annex, the Partner shall immediately discontinue all referral activities in accordance with the termination provisions of the Main Agreement, and shall additionally comply with the post-termination obligations outlined in this Annex. 5.2. The Partner’s entitlement to Commission following termination shall be determined as follows: a) Termination by Usercentrics for cause (Partner breach): No Commission shall be payable for any period following the effective date of termination. Commission accrued but not yet claimed as of the effective date of termination remains payable subject to Section 5.3. b) All other termination scenarios: Commission shall continue to be payable for a period of ninety (90) days following the effective date of termination, on active Subscriptions referred prior to the termination date only. No Commission shall be payable on any new referral made after the termination date. 5.3. Any Commission accrued and payable under clause 5.2 must be claimed through the Usercentrics Partner Portal within ninety (90) days of the effective date of termination. Usercentrics shall use reasonable efforts to notify the Partner in writing of any Commission available for claim following the effective date of termination. Claims not submitted within the ninety (90) day period shall lapse unless otherwise agreed in writing by Usercentrics. 5.4. Usercentrics shall process and pay valid Commission claims in accordance with the payment terms set forth in this Annex. #### 6. ******Transitional Commission Arrangements****** 6.1. Where this Agreement replaces a prior agreement between the parties, the commission rates applicable to Referred Customers whose Activation Date preceded the effective date of this Agreement shall continue to be governed by the commercial terms of such prior agreement for the duration of the applicable commission period under that prior agreement. All Referred Customers whose Activation Date falls on or after the effective date of this Agreement shall be governed exclusively by the commission terms set out in this Annex. For the avoidance of doubt, a “new referral” for the purposes of this clause means any customer whose paid subscription is activated on or after the effective date of this Agreement, regardless of when the referral was first submitted