Part A – General Partner Program Provisions

This accessiBe Partner Program (this “Partner Program”) governs the engagement between the Company and its Partners.

Unless otherwise provided in this program, capitalized terms used herein shall have the definitions given to them in the Company’s Terms of Service (the “Terms”).

We manage our Partner Program through PartnerStack Inc. A Partner must also create a PartnerStack account and accept PartnerStack’s Partner Terms. By joining this program, you accept that we may transfer your current and historical partner information, including your past Referred Customers (as defined below) information, to PartnerStack to manage your program participation and tier assignment. Your data will be processed in accordance with PartnerStack’s Privacy Policy.

PartnerStack Platform Rollout. The PartnerStack Platform shall be rolled out in stages. The terms of this Partner Program shall apply to each Partner upon their migration to the new platform. Until a Partner has been migrated, such Partner shall continue to be governed by the terms previously applicable to them – available here. The Company shall provide reasonable advance notice to Partners prior to their migration. 

1. Definitions

1.1 A “Partner” is a Person who signed up to and accepted this Partner Program, for the purpose of either referring potential customers or partners to the Company or distributing or reselling Licenses. 

1.2 A “Referring Partner” is a Partner that refers (a) Customers for the purpose of selling products directly from the Company to the Partners, or (b) Partners to the Company, for the purpose of them being either a Referring Partner or a Reseller Partner. 

1.3. A “Reselling Partner” is a Partner that purchases Licenses for the purpose of Partner selling them to its own customers.

A Partner may be both a Referring Partner and a Reselling Partner, while complying with the applicable terms and conditions for each capacity. The terms applicable to each capacity shall govern the Partner’s activities in that capacity. 

1.4 “Additional Partner Terms” is a written document which may be added in addition to these Terms between the Company and a Partner setting forth additional unique terms between the Partner and the Company, including any Term Sheet. 

1.5. “Partner Agreement” means the provisions of this Partner Program together with any Additional Partner Terms entered into between the Company and the Partner.

2. Representation and Warranties

2.1. Both Parties agree and undertake to comply with good business practices, and all laws and regulations relevant to the Partner Program and the performance of its obligations thereunder, including in relation to privacy and data protection, notifying data subjects of any applicable rights and obtaining consent where required, and obtaining any licenses required to perform in accordance herewith.

2.2. The Partner will: (a) bear all costs and expenses related to its activities as a Partner, including marketing of the Services, (b) adhere to the provisions of the Prohibited Activity and Improper Conduct Policy, (c) to conduct its business in a manner that favourably reflects upon the Company and the Services, (d) without limiting the foregoing, not to engage in any deceptive, misleading or unethical practices that are or might be detrimental to the Company and/or the Services, and (e) to not enter into any contracts or commitments on behalf of the Company.

3. Marketing Practices

The Partner may only use the then-current names and marketing materials used or authorized in writing by the Company for the Services. The Partner shall not make any warranties or representations regarding the Company Services beyond those explicitly provided or approved in writing by the Company. The Partner may not represent or imply that it is the Company or is affiliated with the Company. The Partner shall not use, and shall withdraw and retract, any promotion or advertising that is in violation of applicable law, or breach of the Partner Program.

4. Audits

4.1. The Company, or its authorized representative may, upon at least ten (10) Business Day’s prior written notice, and no more than once in any twelve (12) month period, audit and inspect the Partner’s relevant books, records, systems, and documentation during the Partner’s normal business hours, solely to verify the Partner’s compliance with the Partner Program, including compliance with Section 12.4 (Resale Customer Terms), the Prohibited Activity and Improper Conduct Policy, the Confidentiality provisions, and the accuracy of any billing, commission, or usage reporting. Notwithstanding the foregoing, if the Company has a reasonable, good-faith basis to believe the Partner is in breach of the Partner Program, the Company may conduct an audit under this Section without regard to the once-per-12-month limitation. 

4.2. The Partner shall reasonably cooperate with any audit, including providing timely access to relevant records and knowledgeable personnel. 

4.3. The Company shall bear its own costs of any audit conducted; provided, however, that if an audit reveals a material breach of the Partner Program by the Partner, the Partner shall reimburse the Company for reasonable costs of the audit.

4.4. All information obtained by the Company in the course of an audit shall be treated as Confidential Information of the Partner, and used solely for the purposes of verifying and enforcing compliance with the Partner Program.

4.5. Nothing in this Section limits the Company’s rights or remedies under this Agreement with respect to any breach discovered through an audit.

5. Confidentiality

Either Party shall keep in strict confidence, and shall not use for any purpose whatsoever, any and all information, in any form whatsoever, relating, in any way, to the other Party, the Services, know-how, technology and any other intellectual property rights the Company may have, or the terms of the Partner Program (“Confidential Information”), other than as required for performing its obligations under the Partner Program, and shall not disclose or use in an unauthorized manner any Confidential Information, other than to its employees or contractors (“Personnel”) on a need-to-know basis and such Personnel is bound by a legal duty of confidentiality, or after such Personnel agree in writing to be bound by the confidentiality provisions of this Partner Program, and provided that each party shall bear full liability for any harm caused to the other party by any disclosure to such Personnel or by such Personnel.

6. Intellectual Property Rights

6.1. The Partner shall fully cooperate with the Company in protecting the rights of the Company in the Services, including the Company’s Confidential Information and intellectual property rights, and in enforcing the Company’s rights and remedies in respect thereto. Without limiting the foregoing, the Partner shall notify the Company promptly in the event that it becomes aware of any infringement of such Company rights. The Company shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any party for infringement of the rights of the Company in the Services, its Confidential Information or intellectual property rights, and the Partner agrees to fully cooperate with the Company in the prosecution of any such suit.

6.2. Without derogating from the intellectual property provisions of the Partner Program and the Terms, the Partner is granted a limited license to use the Company’s trademarks and trade names in connection with performing its obligations hereunder. The Company may, at any time and at its sole and absolute discretion (e.g. to protect the integrity of its brand and intellectual property), limit, condition or revoke the right to use of its trademarks and trade names.

7. Disclaimer; Limitation of Liability; Indemnification

7.2. DISCLAIMER. THE SERVICES AND THE COMPANY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.      

7.3. LIMITATIONS OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS, SUCCESSOR AND ASSIGNS (EACH, A “COMPANY PARTY”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NO COMPANY PARTY PROVIDES ANY WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES AND THE COMPANY CONTENT WILL MEET THE PARTNER’S OR CUSTOMERS’ REQUIREMENTS, NEEDS OR PREFERENCES, OR ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE.

7.3. NO LIABILITY FOR INDIRECT DAMAGES. NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

7.4. LIMITATION OF LIABILITY. EXCEPT FOR THE PARTIES INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO THE PARTNER FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT THE RESELLING PARTNER HAS PAID TO, OR REFERRING PARTNER RECEIVED FROM, THE COMPANY (AS APPLICABLE) DURING THE SIX (6) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY, IF AT ALL, OR, IF GREATER, FIFTY DOLLARS ($50). 

7.5. SUPER CAP FOR CERTAIN LIABILITIES. EXCEPT FOR THE COMPANY PARTIES INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL THE COMPANY PARTIES TOTAL LIABILITY TO THE RESELLER FOR ALL DAMAGES, LOSSES, OR CAUSES OF THE COMPANY BREACH OF CONFIDENTIALITY EXCEED THE AMOUNT OF RESELLER FEES PAID OR DUE TO THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY TIMES THREE (X3). THIS SECTION 7.5 APPLIES SOLELY TO RESELLING PARTNERS.

7.6. LIMITATIONS APPLICABILITY. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO CERTAIN PARTNERS OR BE ENFORCEABLE WITH RESPECT THERETO.

7.7. Indemnification – This Section applies solely to Reselling Partners

7.7.1 Indemnification by Partner. The Partner shall defend, indemnify, and hold harmless each Company Party from and against any third party claims, damages, losses (“Claims”) awarded in a final, non-appealable, and unstayed judgment by a court of competent jurisdiction or settled pursuant to Section 7.7.3, including but not limited to Resale Customers to the extent arising out of or relating to (a) the Partner’s violation of the Partner Program, (b) the Reseller’s modification of the Resold Services or any Company Proprietary Assets, without the Company’s written authorization, and (c) any Claim that is brought against the Company by a Resale customer. 

7.7.2 Indemnification by Company

7.7.2.1 Company will defend, indemnify, and hold harmless the Reselling Partner from and against any third parties Claims awarded in a final, non-appealable, and unstayed judgment by a court of competent jurisdiction or settled pursuant to Section 7.7.3, arising out of or relating to: (a) the Company’s breach of these terms, (b) an allegation that the services infringe or misappropriate any third-party intellectual property rights, (c) Company’s gross negligence and willful misconduct in connection with the Resold Services.

7.7.2.2 Company’s obligations under sub-Section ‎7.7.2.1(b) will not apply to the extent the Claim arises from: (a) the use of any software, services, or materials not provided by Company; (ii) modifications to a Resold Service made without Company’s prior written approval; (iii) a combination of a Resold Service with any service, software, or materials not provided or approved by Company; or (iv) Partner or Customer’s use of a service after receiving notice of the alleged or actual infringement, or after Company provides a non-infringing alternative.

7.7.2.3 If an infringement Claim arises in relation to a Resold Service, or in Company’s sole discretion are likely to be found to infringe third party right, Company may: (a) substitute equivalent non-infringing Resold Services, (b) modify the Resold Services so they no longer infringe but remain substantially functionally equivalent; or (c) terminate the Resold Services and refund the fees paid by the Reselling Partner with any pre-paid fees for the remainder of the License Period of the Resold Services.

7.7.2.4 This Section ‎‎7.7.2 sets forth Company’s sole and exclusive liability, and Reseller’s sole and exclusive remedy, with respect to any claim of intellectual property infringement.

7.7.3 Conditions to Indemnification

The indemnifying party’s obligations under Sections ‎‎7.7.1 and ‎7.7.2 (as applicable) are subject to the indemnified party: (a) providing prompt written notice of the claim (provided that failure to do so will not relieve the indemnifying party of its obligations except to the extent it has been materially prejudiced by the delay); (b) providing the indemnifying party sole control over the defense and settlement of the claim and will cooperate with the indemnifying party in the defense of the Claim, at the indemnifying party’s expense. The indemnified party may, at its own expense, participate in the defense of any such Claim. No settlement may: (i) impose any liability or obligation on the indemnified party without its prior written consent; or (ii) fail to include a full and unconditional release of the indemnified party. 

8. Termination

8.1 The Partner and the Company may terminate the Partner Program at any time, for any reason, effective immediately upon notice. 

8.2 Notwithstanding Section 7.1., if the Company determines, in its sole discretion (e.g. to help ensure consistent enforcement of the Partner Program), that the Partner has breached the Partner Program terms (including the Terms), the Company may: (a) if such breach is curable, provide written notice and a 30-day cure period, and suspend the Partner’s User Account during such period; or (b) if such breach is incurable, or if a curable breach remains uncured at the end of the 30-day cure period: (i) terminate the Partner Program; and/or (ii) terminate the Partner’s access to any service, including any applicable Licenses.

8.3 If the Company breaches the Partner Program terms (including the Terms), and such breach, if curable, remains uncured for 30 days following written notice from the Partner, the Partner may terminate its participation in the Partner Program.

8.4 Upon termination of the Partner Program, the Partner will (a) cease to have all rights granted to the Partner under the Partner Program (other than as explicitly provided herein), (b) cease using any trademarks, trade names, service marks and other designations of the Company, (c) cease promoting the Services, including through any media, links and documents, and (d) promptly return to the Company all Confidential Information and other documentation provided to it by the Company.

8.5 The Company shall have no obligation whatsoever to the Partner, by reason of the expiration or termination of the Partner Program, for loss of profits or anticipated profits, reimbursement of expenditures or otherwise.

9. Commissions and Compensation

9.1 A Partner may be eligible to receive an accessWidget micro license to be used for the Partner’s main website, free of charge, all in accordance with the tiers as set forth in the Partner Program Tier, for as long as it remains a Partner; provided, however, that if the Partner is inactive (at the Company’s sole discretion e.g. to help ensure the license continues to be used as a benefit for the promotion of the Services), the Company may terminate such license and/or prescribe terms for maintaining or reinstating such license. Such License is subject in all respects to the provisions of the Terms.

9.2 A Partner may be eligible to receive Commissions and Discounts, as set forth in the applicable in the Partner Program Tier.

9.3 The Partner is responsible for all applicable Taxes that arise from any Payments. If the Partner provides the Company (or a Payment Provider) with payment or credit card details of another party (including a Resale Customer, Referred Customer or Referred Partner), such Partner represents and warrants that it is fully empowered and authorized to register such other party’s payment method for processing the License Fees.

9.4 If the Partner disagrees with the Company billing, it may send the Company written notice disputing the billing within seven (7) Business Days of delivery of the Company’s applicable usage and billing report, and include in such notice all details and information underlying the dispute; provided, however, that a billing dispute may only be initiated if (a) the disputed amount exceeds 3% of the billed amounts, or (b) there are billing disputes (regardless of rate) during at least three consecutive calendar months. The parties shall employ commercially reasonable efforts to resolve any billing disputes amicably. Any agreed adjustments to billed amounts will be made by the Company in the subsequent bill, as a credit. Any undisputed amounts shall be paid to the Company immediately upon becoming due.

10. General Terms of Service 

Except as expressly set forth in this Partner Program, all matters not specifically addressed herein, including, without limitation, general and miscellaneous provisions, modifications of terms, governing law, and dispute resolution, shall be governed by and subject to the Terms, as amended from time to time. In the event of any conflict between the Terms of Service and this Partner Program with respect to matters specific to the Partner Program, this Partner Program shall prevail.

PART B: RESELLING PARTNER-SPECIFIC TERMS

The following terms apply exclusively to Reselling Partners:

A Reselling Partner must register and create (or update) an active User Account. The provisions of the “User Account” Section in the Terms shall apply to such User Accounts.

11. Resale of Licenses

11.1 A Reselling Partner has the limited, revocable, non-exclusive right to promote, market, advertise, sell, and distribute services, on the terms and subject to the conditions of the Partner Program.

11.2 A Reselling Partner may not appoint sub-resellers unless the Company explicitly approves such appointment in writing. If the Company approves such appointment, the Reselling Partner shall be responsible for ensuring that each such sub-reseller adheres to all provisions of the Partner Program. The Reselling Partner will remain liable for any action or inaction of any sub-reseller that would have been a violation of the provisions of the Partner Program had such action or inaction been that of the Reselling Partner.

11.3 Subject to the Reselling Partner’s compliance with the terms of the Partner Program, the Company shall sell Licenses to the Reselling Partner for resale to Resale Customers on the terms specified in the Partner Program Tier (to be added once the PartnerStack Platform is rolled out for Reselling Partners). Other than the terms set forth in the Partner Program, the Company shall not be required to pay or grant the Reselling Partner any additional compensation or benefit. A “Resale Customer” is any Person that: (a) was not a Customer or a partner of the Company at any time prior to it being resold services by the Reselling Partner, and (b) is not prohibited from being a Customer pursuant to the provisions of the Terms or this program.

11.4 Prior to reselling any license to a Resale Customer, the Reselling Partner shall cause such Resale Customer to agree in writing to be bound by terms of service which shall be substantially similar to the Terms, including with respect to use by the Company of personal information of users of such service (the “Resale Terms”). The Reselling Partner shall not activate, deliver, or provide access to any License to a Resale Customer unless and until such Resale Customer has agreed to the Resale Terms. Upon Company’s request, the Reselling Partner shall promptly provide the Company with evidence of a Resale Customer’s acceptance of the Resale Terms. 

11.5 The Reselling Partner shall be liable to the Company for (i) any breach of Section 12.4 by the Reselling Partner, and (ii) any losses, damages, liabilities or claims (including reasonable defense costs and amounts paid in settlement) incurred by the Company arising out of a Reselling Partner’s failure for the Resale Customer to be bound by the Resale Terms. The Reselling Partner shall defend, indemnify, and hold harmless each Company Party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees, judgments, and amounts paid in settlement) arising out of or relating to the Reselling Partner’s failure to obtain a Resale Customer’s acceptance of the Resale Terms as required under Section 12.4, including a claim brought against a Company Party by such Resale Customer. This indemnification obligation is not subject to the limitations set forth in Sections 7.1 through 7.6, but is subject to the conditions to indemnification set forth in Section 7.7.3. 

11.6 With the Company’s prior written consent (which may contain conditions), the Reselling Partner may “white label” the services by customizing graphic elements of the services’ interface (e.g., by adding the Reselling Partner’s logo or color scheme).

12. API Partners

12.1 With the Company’s prior written consent (which may contain conditions), the Partner may acquire, transfer, activate, trial and de-activate Licenses through the API. The API interfaces with the Company’s internal Licenses management system (“SMS”) and information regarding acquisition, activation and de-activation of Licenses is fed from the API to such SMS, and the information in the SMS will be reflected back to Partner via the API. In case of any discrepancy between the information on Partner’s instance of the API and the SMS or the Partner’s internal systems and the SMS, the information on the SMS shall prevail.

12.2 Technical information and rules of governance relating to acquisition, activation and de-activation of Licenses via the API can be found at: https://dashboard.accessibe.com/api/v1/partners/docs

12.3 With the Company’s prior written consent (which may contain conditions), the Reselling Partner may acquire, activate and de-activate Licenses via the API. With the use of the Company’s API, License Fees for Licenses acquired via the API shall be billed in arrears on the first Business Day of each calendar month (with respect to Licenses that were acquired or active during the preceding calendar month). For 12-month licenses (including license for multiple 12-month periods), the first and last month of the license will be pro-rated and billed pro-rata on the first Business Day of the following consecutive calendar month. In order for a license to be considered “activated” in a calendar month, such license must be shown as “activated” on the SMS during any period of time during such month. Each month, the Company will make available to the Partner a usage and billing report for the preceding calendar month.

13. accessScan White-labelling

With the Company’s prior written consent (which may contain conditions), and without altering the content, the Reselling Partner may “white label” accessScan and/or accessScan reports. If the Company permits such “white-labeling”, the Reselling Partner must adopt terms of use vis-à-vis its customers that are separate from the Resale Terms, which contain provisions substantially similar to the provisions set forth in the Terms as relate to accessScan and/or accessScan reports, including with respect to use by the Company of personal information of users of such service (“accessScan Terms of Use”). Regardless of whether the Reselling Partner complies with the provisions of the preceding sentence, the Reselling Partner shall be fully liable and responsible for each of its Resale Customers’ full compliance with the provision of the Terms as if such customer or Resale Customer (as applicable) accepted the Terms and was a Customer. 

14. Reseller Payments

Fees and Payment Sections of the Terms shall govern payment of any amounts by the Reselling Partner to the Company.

15. Reseller Termination Effects

Notwithstanding the general termination provisions above, unless the Partner Program is terminated for breach by the Reselling Partner, the provisions of the Partner Program shall continue to apply with respect to any Resale Customer Licences existing on the date of termination, which shall continue in effect until their expiration or termination (in accordance with their terms); provided, however, that the Reselling Partner may not actively pursue renewal of any such Licenses. 

PART C: REFERRING PARTNER SPECIFIC TERMS

The following terms apply exclusively to Referring Partners:

16. Referral of Potential Customers

16.1 The Referring Partner shall refer a potential customer to the Company by providing their details, as required by the Company. The Company may prevent the registration of, or delete, a Customer referred from being a Referred Customer of the Partner, if such potential customer does not meet the definition of a “Referred Customer”. A “Referred Customer” is any Customer that: (a) was not a Customer or a partner of the Company at any time prior to it being referred to the Company by the Referring Partner, (b) acquired a Licences for use on its Customer Website directly and solely as a result of the Referring Partner’s marketing and promotional activities, (c) is not prohibited from being a Customer pursuant to the provisions of the Terms or this program, and (d) is not an affiliate of the Referring Partner.

16.2 Subject to the Referring Partner’s compliance with the terms of the Partner Program, the Company shall pay the Referring Partner a commission, as specified in Partner Program Tier, from the License Fees actually received by Company from such Referred Customer (“Referral Commission”).

16.3 In the event where the Referring Partner received Referral Commissions paid to it in excess of the amount of Referral Commissions due to such Partner hereunder (“Excess Amounts”), including in the event the Company elects (at its sole and absolute discretion) to refund License Fees (or any part thereof) to a Referred Customer or to cease collection of any License Fees (or any part thereof) from a Referred Customer. The Company may as a result update the Referring Partner tier, as specified in Partner Program Tier, accordingly (e.g. to ensure tier assignments accurately reflect the Partner’s actual referral activity).

17. Referral of Potential Partners

17.1 A Referring Partner shall refer a potential partner to the Company by providing such potential partner details as required by the Company as a “referred partner”. The Company may prevent the registration of, or delete, a referred partner from being associated with the Referring Partner, if such potential partner does not meet the definition of a “Referred Partner”. A “Referred Partner” is any Person that: (a) was not a partner of the Company or a Customer at any time prior to it being referred to the Company by the Referring Partner, (b) applied to enter into a Partner Program directly and solely as a result of the Referring Partner’s marketing and promotional activities, (c) is accepted by the Company as a partner, at the Company’s sole and absolute discretion, (d) is not prohibited from being a partner under this program or a Customer under the Terms, and (e) is not an affiliate of the Referring Partner.

17.2 Subject to a Referring Partner’s compliance with the provisions of the Partner Program, the Company shall pay the Referring Partner a one-time payment per each Referred Partner (“Partner Referral Fee”), as specified in the Partner Program Tier provided that such Referred Partner has generated at least USD 490 in revenues to the Company.

18. Referral Additional Obligations

If the Referring Partner submits another Person’s information to the Company, the Referring Partner represents and warrants that it has full and unrestricted authority and permission to provide such information to the Company.

19. Referral Payments

The Company calculates and determines Referral Commissions and Partner Referral Fees (jointly, “Company Payments”) once per calendar quarter, with respect to the preceding calendar quarter. Company Payments are processed and paid once per calendar quarter. If applicable, Company Payments will only be made against issuance by the Referring Partner to the Company of an invoice. Notwithstanding anything to the contrary herein, the Company shall not pay any amounts that are generated as a result of any acts which are in breach of the terms of the Partner Program.

20. Referral Termination Effects

Referral Termination Effects Notwithstanding the general termination provisions above, unless the Partner Program is terminated for breach by the Referring Partner, the provisions of the Partner Program shall continue to apply with respect to any Referred Customer Licenses existing on the date of termination, which shall continue in effect until their expiration or termination (in accordance with their terms).

Last updated: August 4, 2026