Partner and Commission Terms of Trustcaptcha GmbH for the Partner Program

Important: This English version is provided for convenience only and is a non-binding translation of the original German text. In case of any discrepancies, ambiguities, or conflicts between the English translation and the German version, the German version shall prevail and be the sole legally binding version.

1 Contracting Parties, Scope, Legal Nature

1.1 These Partner and Commission Terms (“Partner Terms”) govern participation in the partner program of Trustcaptcha GmbH, Hans-Böckler-Straße 32, 80995 Munich, Germany (“Provider”), by external companies (“Partner”).
1.2 The partner program serves the referral, support, technical integration, and ongoing assistance of end customers with respect to the IT services and software solutions offered by the Provider, in particular the CAPTCHA solution “TrustCaptcha” (“Services”). In return, the Partner receives performance-based remuneration (commission) in accordance with § 5 of these Partner Terms.
1.3 These Partner Terms apply exclusively to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. Participation by consumers (Section 13 BGB) is excluded.
1.4 Participation in the partner program requires that the Partner provide complete and accurate company information during registration (including legal form, address, authorized representatives, VAT identification number and/or tax number). The Provider is entitled to reject participation or block existing access if the information provided is incorrect, incomplete, or cannot be substantiated.
1.5 The Partner acts legally and economically on its own account and responsibility. No employment relationship, commercial agency relationship (Sections 84 et seq. German Commercial Code – HGB), franchise, or joint venture relationship is established between the parties. In particular, the Partner is not authorized to make or receive legally binding declarations to or from third parties in the name or on behalf of the Provider.
1.6 These Partner Terms apply in addition to the Provider’s General Terms and Conditions (“GTC”) as amended from time to time. In the relationship between the Provider and the end customer, only the Provider’s GTC apply. In the relationship between the Provider and the Partner, these Partner Terms shall prevail in the event of any conflict.

2 Participation Requirements, Registration, Verification, Conclusion of Contract

2.1 Participation in the partner program requires registration by the Partner via the online platform provided by the Provider. By completing the registration, the Partner applies to participate in the partner program.
2.2 The Provider may require identity and company verification for activation of commission eligibility. This verification shall be carried out, at the Provider’s discretion, via the external service Stripe Connect or a comparable payment service provider. The Partner undertakes to provide all required information, documents, and evidence truthfully, completely, and in a timely manner, and to update them immediately in the event of changes.
2.3 Commission payments are made exclusively to verified business accounts following successful verification via Stripe. Until verification is successfully completed, there is no entitlement to any credit balance or payout.
2.4 The contract for participation in the partner program is concluded once (a) the Partner expressly accepts these Partner Terms during electronic onboarding (e.g., by clicking a consent declaration), and (b) the Provider activates the participation.
2.5 The Provider is entitled to archive credit notes, statements, commission overviews, as well as consent and verification records in electronic form and to provide them to authorities upon legitimate request.
2.6 The Provider is entitled to refuse activation or payout or to block existing access if (a) there is suspicion of violations of legal provisions, these Partner Terms, or the GTC, (b) incorrect or contradictory information has been provided, or (c) technical or legal risks exist for the Provider (in particular suspicion of fraud, misuse, or violations of sanctions or export restrictions).

3 Obligations of the Partner

3.1 The Partner performs activities (e.g., integration, support, referrals) under its own responsibility. The Partner undertakes to make only factually correct, legally permissible, and non-misleading statements regarding the Provider’s services. In particular, the Partner shall not provide any assurances, guarantees, or legal commitments exceeding the publicly documented service descriptions and the Provider’s GTC.
3.2 The Partner undertakes not to engage in unfair commercial practices, in particular not to violate the German Act Against Unfair Competition (UWG), not to conduct unlawful comparative advertising, and not to engage in spam solicitation (especially unsolicited mass emails, automated messages, or cold-message spam beyond legally permissible limits).
3.3 The Partner undertakes not to promise or represent prices or conditions to the Provider or end customers that have not been approved by the Provider. Deviations require explicit approval by the Provider.
3.4 The Partner undertakes to truthfully transmit all end-customer-relevant data, including company name, billing address, and tax information of the end customer. The Partner warrants that it will designate only those end customers as “referred” or “supported” with whom it actually has an authorization or support relationship. To claim commission, the Partner must correctly and completely assign referred or supported end customers in the partner interface provided by the Provider or via the customer’s technical settings. The Partner acknowledges that only those end customers that are correctly assigned to a partner account in the Provider’s system at the time of billing are eligible for commission.
3.5 Prohibition of misuse. The Partner undertakes not to misuse the Provider’s services. In particular, it is prohibited to (a) artificially, automatically, or simulatedly generate captchas, usage volume, or similar metrics solely for the purpose of increasing the commission base, and (b) use technical measures aimed at manipulating or circumventing billing or tracking mechanisms.
3.6 In the event of violations of these obligations, in particular § 3.5, the Provider is entitled to (a) block the partner account in whole or in part, (b) withhold payouts, (c) reclaim commissions already paid in whole or in part, and (d) terminate the contract extraordinarily pursuant to § 10.4.
3.7 The Partner undertakes to treat all non-public information relating to the Provider that becomes known in connection with the partner program—particularly prices, technical information, security procedures, economic data, internal metrics, and non-public documentation (“Confidential Information”)—as strictly confidential, not to disclose it to third parties, and to use it solely for performance of this contract. This obligation survives termination of the contract.
3.8 Sanctions and compliance representation. The Partner represents that neither it nor the organization it represents is listed on EU, US, or UK sanctions lists and that it is not involved in business activities violating applicable export control, foreign trade, anti-corruption, or anti-money laundering regulations. The Partner undertakes to provide the Provider with all information required to fulfill obligations under the German Money Laundering Act (GwG) and to inform the Provider immediately in writing of any changes.
3.9 Direct billing to end customers. Invoicing for the Provider’s services shall be carried out exclusively directly to the respective end customer; the end customer must be the invoice recipient and paying party. Payments by the Partner or other third parties are prohibited. Deviations require prior express consent of the Provider in text form and may be subject to prior compliance and VAT review; the Provider may revoke such consent with effect for the future. In the event of violations, the Provider is entitled to block customer assignments, withhold or reclaim commissions pursuant to §§ 6.4 and 6.5, suspend services, and terminate the contract for cause pursuant to § 10.3.

4 Obligations of the Provider

4.1 The Provider shall make available to the Partner a technical platform through which the Partner can view (a) actively assigned end customers, (b) resulting revenues, (c) the applicable commission rate, and (d) outstanding and paid amounts. The information displayed in the dashboard is based on automated system data and serves transparency purposes only; it does not replace a billing statement. The Provider may modify, expand, or adjust dashboard functions at any time, provided that no material obligations of the Partner are impaired.
4.2 The Provider calculates and documents the commissions owed to the Partner based on the data stored in the system at the time of billing. Billing is carried out automatically via the credit-note procedure pursuant to § 6.

5 Remuneration, Commission Calculation, and Due Date

5.1 For each end customer actively assigned to the Partner in the Provider’s system during the billing period, the Partner receives performance-based remuneration in the form of a commission. Only actually received, non-cancelled net payments of the respective end customer to the Provider are commissionable. Unpaid, charged-back, or refunded amounts are not considered and may be deducted retroactively.
5.2 Assignment of a product to a Partner, as well as its cancellation or modification, is the sole responsibility of the end customer and the Partner. Such changes may be made at any time by the end customer or the Partner and are outside the Provider’s control. Only the technical status of the assignment at the time of billing is decisive. If an assignment is canceled or transferred to another partner, the former Partner’s commission entitlement ends at the time of cancellation or transfer, unless otherwise expressly agreed in writing.
5.3 The commission is based on the total monthly net revenue from all end customers actively assigned to the respective Partner during the billing period. The following commission tiers apply:
10% from EUR 0.00
12% from EUR 1,000.00
15% from EUR 5,000.00
20% from EUR 15,000.00
The Partner’s classification is recalculated monthly based on the system-recorded net revenue achieved in the respective calendar month. The Provider is entitled to adjust or expand commission tiers, thresholds, or program levels in accordance with § 9. Changes apply from the following billing month.
5.4 The Provider may introduce temporary bonus or special programs in addition to these Partner Terms. Participation is voluntary. Any claims associated with such programs expire automatically upon program termination.
5.5 After registration of payment receipt in the Provider’s system, the Partner’s corresponding commission share is credited to the total payable commission amount no earlier than fourteen (14) calendar days thereafter. Commission payouts are generally made monthly, provided the payable net amount is at least EUR 50.00. If this threshold is not reached, the claims are carried forward to the next billing month.
5.6 Notwithstanding § 5.5, the Provider may pay existing, non-expired commission claims even if the EUR 50.00 threshold has not been reached. The Provider is entitled to make such payments proportionally or in aggregated form.
5.7 If a Partner has a payout claim but has not provided a verified payout account pursuant to §§ 2.2 / 2.3, the Provider will remind the Partner of the required verification. Amounts older than twelve (12) months for which payout eligibility has not been established (incorrect information / missing verification) shall lapse without compensation.

6 Billing, Taxes, and Credit-Note Procedure

**6.1 **All commission amounts are net amounts plus any applicable VAT. If the Partner is based abroad, billing is carried out in accordance with the applicable reverse-charge procedure. The Partner undertakes to provide and maintain a valid VAT identification number.
**6.2 **The Partner expressly agrees to billing via the credit-note procedure (“self-billing”). The Provider issues a credit note/billing statement in the name of the Partner indicating, in particular, the billing period and the payable net amount. This credit note replaces an invoice issued by the Partner.
**6.3 **The Partner acknowledges the credit note issued by the Provider as a proper billing statement unless it objects in text form within fourteen (14) calendar days of receipt. In the event of a timely objection, the parties will jointly review the billing. Until clarification, the Provider is entitled to withhold payment.
**6.4 **The Provider is entitled to withhold billing or payout in whole or in part if there is reasonable cause to believe that (a) an end customer assignment is based on incorrect information, (b) the end customer’s usage was not lawfully established, (c) misuse within the meaning of § 3.5 has occurred, or (d) tax or regulatory reasons prevent payment.
**6.5 **The Provider is entitled to reclaim commissions already paid, in whole or in part, or to offset them against future payout claims if it subsequently becomes apparent that the underlying end customer revenues were not received, were charged back, refunded, or are suspected of manipulation.
**6.6 **The Provider is entitled to retain credit notes, commission statements, and related consent and audit records in electronic form for up to ten (10) years in order to fulfill tax documentation obligations and to disclose them to competent authorities if required.

7 Data Protection, Data Access, and Information Security

**7.1 **The parties agree that the respective end customer is the controller within the meaning of Article 4(7) GDPR and that the Provider acts as a processor within the meaning of Article 4(8) and Article 28 GDPR. Details are governed by the data processing agreement to be concluded between the Provider and the end customer pursuant to Article 28 GDPR.
**7.2 **In the course of providing support services, the Partner may obtain access to personal data and usage data of an end customer (e.g., usage statistics, technical logs, IP-related data). The Partner processes such data independently as a user authorized by the end customer and undertakes to use it solely for the purpose of supporting the respective end customer and not to analyze it for its own purposes or disclose it to third parties without a legal basis.
**7.3 **The Partner undertakes to implement appropriate technical and organizational measures to protect data (including access protection, authorization management, confidentiality obligations for its own personnel, and use of secure access credentials). Any data protection or security incidents in which there is suspicion that personal data has been unlawfully disclosed, altered, or deleted must be reported to the Provider immediately, but no later than within 24 hours of becoming aware, in text form.
**7.4 **As part of registration and verification, personal data of the Partner (including authorized representatives and beneficial owners) will be transmitted to the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Dublin 2, Ireland (“Stripe”). Processing is carried out for the purpose of verification, compliance with anti-money laundering and financial supervisory obligations, and technical execution of payouts. Stripe may transfer data to countries outside the EU/EEA as part of its global infrastructure. Further information is available in Stripe’s privacy policy at https://stripe.com/privacy-center/legal.

8 Trademarks and Usage Rights, Technical Integrity

**8.1 **All rights to trademarks, signs, logos, product names, descriptions, screenshots, marketing materials, and all copyrighted and related-rights-protected content of the Provider remain exclusively with the Provider. The Partner is granted a revocable, non-transferable, non-sublicensable, non-exclusive right to use such materials solely for promoting the Provider’s services under this contract.
**8.2 **The Partner is not entitled to (a) use trademarks, logos, or other identifiers of the Provider in a manner suggesting a corporate, economic, or organizational unity (e.g., joint venture, sales company, branch office), or (b) use its own trademarks or domains that could be confused with the Provider’s identifiers.
**8.3 **The Provider is entitled to request marketing materials, statements, and representations used by the Partner and to review them for compliance with these Partner Terms, legal requirements, and the Provider’s brand guidelines. The Provider may require the Partner to modify or discontinue specific representations.
**8.4 **The Partner is not entitled to use the Provider’s software or APIs in a manner intended to circumvent protective or billing mechanisms.

9 Amendments to the Contract

**9.1 **The Provider is entitled to amend these Partner Terms with effect for the future, in particular if there is a factual reason (e.g., changes in legal or regulatory requirements, technical processes, product or security requirements, introduction of new functions or services, organizational changes, or other circumstances requiring adjustment).
**9.2 **The Provider is entitled to amend or expand the commission tiers pursuant to § 5.3 and other remuneration parameters with effect for the future, in particular if there is a factual reason (e.g., changes in legal or regulatory requirements, product changes, adjustments to the remuneration model, market developments, changed tax structures, or technical advancements). Such changes apply exclusively to revenues generated after the amended tiers take effect and do not affect commissions already earned.
**9.3 **The Provider will notify the Partner of changes pursuant to §§ 9.1 or 9.2 at least 30 calendar days before they take effect in text form (e.g., by email). The notice will expressly inform the Partner of its right to object and the consequences of failing to object. If the Partner does not object in text form within 30 calendar days of receipt, the changes are deemed accepted. If the Partner objects in due time, the previous Partner Terms remain in effect until termination by either party. In the event of an objection, the Provider is entitled to terminate the contract with 30 calendar days’ notice to the end of a calendar month.

10 Term, Termination, Liability, Final Provisions

10.1 This contract begins upon activation by the Provider pursuant to § 2.4 and is concluded for an indefinite term.
10.2 Either party may terminate this contract with 30 calendar days’ notice to the end of a calendar month. Termination must be in text form.
10.3 The right to extraordinary termination without notice for good cause remains unaffected. Good cause exists in particular if (a) the Partner breaches material contractual obligations, especially under § 3 (Partner obligations), § 5 (Remuneration), or § 7 (Data protection), (b) there is justified suspicion of misuse within the meaning of § 3.5, (c) the Partner violates export, sanctions, or anti-money laundering regulations or is listed on sanctions lists, or (d) the Partner creates incorrect or falsified billing bases or deliberately manipulates them.
10.4 Upon termination of this contract, all future commission claims lapse. Already accrued and due commission claims will be settled once in accordance with § 5, provided there is no blocking reason under § 3.6. The Provider’s right to withhold payouts or reclaim commissions in cases of suspected misuse remains unaffected.
10.5 The Provider’s liability to the Partner is limited to intent and gross negligence. In the case of slightly negligent breach of material contractual obligations, the Provider is liable only for foreseeable, typical contractual damage. Liability for lost profits, indirect damages, and consequential damages is excluded. The maximum liability per calendar year corresponds to the net annual amount of commissions owed or paid to the Partner in the respective calendar year. This does not apply in cases of injury to life, body, or health or mandatory statutory liability.
10.6 The Partner indemnifies the Provider against all third-party claims arising from violations by the Partner of these Partner Terms, statutory provisions (including GDPR, UWG, export control, and sanctions law), or third-party rights (in particular trademark, copyright, data protection, or competition rights). This includes reasonable costs of legal prosecution and defense incurred by the Provider. This requires that the Provider promptly informs the Partner of asserted claims and grants the Partner the opportunity to defend them, insofar as legally permissible.
10.7 The Partner is not entitled to assign or pledge rights or claims arising from this contract, in particular commission claims, to third parties without the Provider’s prior express consent. Section 354a HGB remains unaffected.
10.8 Legally relevant declarations and notices by the Provider may be made in text form to the email address stored in the partner dashboard or via notification functions of the partner dashboard. A notice is deemed received no later than three (3) calendar days after dispatch to the last stored email address.
10.9 The law of the Federal Republic of Germany applies exclusively, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the Provider’s registered office, i.e., Munich. The Provider remains entitled to bring claims against the Partner at the Partner’s place of business.
10.10 Severability clause. Should any provision of this contract be or become wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a provision that comes closest to the economic purpose of the invalid or unenforceable provision in a legally permissible manner. The same applies to any contractual gaps.

Version: 15 December 2025