Agency Partner Program Addendum

By applying to the Agency Program, signing a Partner order form, or accessing the Partner Dashboard, the Partner agrees to this Addendum.

1. Definitions

In this Addendum:

• "Agency Program" means the Snitcher Agency Partner Program at snitcher.com/partners/agency-program.
• "Client" means an end customer for whom the Partner manages, implements, or resells the Service.
• "Client Account" means a Snitcher account provisioned for or attributed to a Client under the Partner Dashboard.
• "Commission" means the percentage of Net Revenue payable to the Partner under Section 7.
• "Net Revenue" means amounts actually received and retained by Snitcher from a Client Account, excluding (a) taxes, (b) refunds, credits, chargebacks, and reversals, (c) third-party processing fees, (d) amounts for non-Service products, and (e) revenue attributable to a different partner program or contract.
• "Partner Dashboard" means the interface enabling the Partner to manage Client Accounts from a single login.
• "Primary Marketing Website" means the Partner's principal website under its main commercial domain, excluding microsites, landing-page experiments, and client extranets.
• "Tier" means the commission tier assigned under Section 7.

2. The Agency Program

2.1 Purpose. The Agency Program is for agencies, consultancies, and similar businesses that manage ongoing B2B engagements for Clients and deliver Snitcher as part of those engagements.

2.2 B2B only. The Agency Program is for business use only. Section 1.1 of the Main Terms (excluding consumer-protection legislation) applies.

2.3 No exclusivity. This Addendum grants no exclusive territory, vertical, or customer segment, and Snitcher remains free to enter similar arrangements with others.

3. Becoming an Agency Partner

3.1 Application. The Partner must apply via snitcher.com/partners/apply with accurate information about its business, services, and target Clients.

3.2 Acceptance. Snitcher may accept or decline an application in its sole discretion. Acceptance takes effect on Snitcher's written confirmation (by email or through the Partner Dashboard).

3.3 Activation requirements. Within thirty (30) days after acceptance, and on an ongoing basis thereafter, the Partner must:

• (a) install the Snitcher tracking script on its Primary Marketing Website and keep it active;
• (b) display the Snitcher Partner badge in a visible location on its Primary Marketing Website, per Snitcher's brand guidelines;
• (c) ensure no competing website-visitor-identification, company-resolution, or equivalent product is running on its Primary Marketing Website; and
• (d) procure that at least one named individual at the Partner completes the Snitcher partner certification course made available through the Partner Dashboard.

Until Snitcher makes the certification course available, clause (d) is deemed satisfied. The 30-day window in respect of clause (d) runs from the date Snitcher notifies the Partner that the course is available.

3.4 Certified Partner status. A Partner that meets and continues to meet Section 3.3 is a "Certified Partner". Commission accrues only on Client Accounts attributed to the Partner while it is a Certified Partner. If the Partner fails to qualify within the 30-day window or later ceases to qualify, Snitcher may suspend Partner Dashboard access, decline new Client Accounts, withhold Commission, or terminate this Addendum under Section 13.

4. Relationship of the Parties

4.1 Independent contractor. The Partner is an independent contractor. Nothing in this Addendum creates an employment, agency, joint venture, franchise, or partnership relationship.

4.2 No authority to bind. Neither party may make commitments or representations on behalf of the other except as expressly authorized in writing.

4.3 Own costs. Each party bears its own costs, taxes, and personnel expenses in performing this Addendum.

5. Client Accounts and Partner Internal Use

5.1 Authorization. Before Snitcher accesses or processes data on behalf of any Client, the Partner represents and warrants that it has obtained all rights, consents, and authorizations from that Client necessary for (a) the provisioning and operation of the Client Account, (b) the Partner's access to the data in it, and (c) Snitcher's processing of personal data as described in the Snitcher Privacy Statement.

5.2 Client identification. The Partner must, on request and when a Client Account is created, identify the underlying Client (legal entity name, primary contact, billing arrangement). Snitcher may decline to provision a Client Account where the Client cannot be identified or where the Client already has a direct relationship with Snitcher.

5.3 Client-requested removal. Snitcher may at any time, on the request of a Client or where the Client otherwise ceases to authorize the Partner to manage its Client Account, remove the Client Account from the Partner Dashboard and revoke the Partner's access. From the date of removal, Commission ceases to accrue on that Client Account and no further Commission is payable in respect of it.

5.4 Partner internal use. Where the Partner's Tier so provides, Snitcher will make available a complimentary Snitcher account for the Partner's internal use on its Primary Marketing Website. Eligibility, lead allowance, and feature scope are determined by the Partner's Tier and published in the Partner Dashboard. The account:

• (a) is for the Partner's internal use only and may not be resold, sublicensed, transferred, or otherwise made available to any third party (including any Client);
• (b) is subject to the Main Terms;
• (c) does not generate Commission and is not a Client Account for purposes of this Addendum; and
• (d) may be modified, upgraded, downgraded, or discontinued by Snitcher on thirty (30) days' notice, including on any change in Tier or loss of Certified Partner status under Section 3.4.

6. Billing Models

6.1 Direct Billing. The Client contracts directly with Snitcher under the Main Terms. Snitcher invoices and collects from the Client. The Partner earns Commission under Section 7.

6.2 Resale Billing. Snitcher contracts with and invoices the Partner at the rate notified to it. The Partner contracts with the Client at its own pricing and is solely responsible for invoicing, collection, credit risk, and customer service. The Partner pays Snitcher regardless of whether the Client pays the Partner. Commission applies under Resale Billing in accordance with Section 7, calculated on Net Revenue actually received by Snitcher from the Partner. The Partner is liable to Snitcher for the acts and omissions of its Resale Billing Clients as if its own.

7. Commission Structure and Tiers

7.1 Commission rates and Tiers. Commission is calculated as a percentage of Net Revenue at the rate corresponding to the Partner's then-current Tier, applicable to both Direct Billing and Resale Billing Client Accounts. Tier rates, the thresholds for movement between Tiers, and the criteria Snitcher uses to determine Tier (such as the number of active Direct Billing Client Accounts, aggregate spend, retention, and program-compliance signals) are published in the Partner Dashboard and may be updated on 30 days' notice.

7.2 Tier reviews. Tier is reviewed at least quarterly. Movement up takes effect at the start of the next calendar quarter; movement down takes effect at the start of the next calendar quarter, except that Snitcher may move the Partner down immediately for breach, fraud, or other conduct under Section 11 or Section 13.

7.3 Attribution. Subject to the Qualifying Period in Section 7.6, Commission accrues on a Client Account for as long as (a) the Client Account remains active and generates Net Revenue, (b) it remains attributed to the Partner in Snitcher's records, (c) the Partner remains a Certified Partner under Section 3.4, and (d) this Addendum has not been terminated.

7.4 Pre-existing relationships. No Commission is payable on Client Accounts in respect of which the underlying Client had an existing or pending relationship with Snitcher (including a prior account, an active sales opportunity, or a referral by another partner) at the time the Partner first introduced or provisioned the account, unless Snitcher has confirmed otherwise in writing.

7.5 Currency and rounding. Commission is calculated in the currency in which Snitcher receives the underlying Net Revenue and converted into the payment currency at Snitcher's then-applicable internal exchange rate. All Commission amounts are rounded to the nearest whole unit of the payment currency.

7.6 Qualifying Period. Commission begins to accrue on a Client Account only once both of the following have occurred (the "Qualifying Period"):

• (i) three (3) calendar months have elapsed from the start of the first paid billing period; and
• (ii) Snitcher has not refunded, credited, charged back, or reversed any amount paid by the Client during that period.

The Qualifying Period applies on an elapsed-time basis regardless of billing cadence: annual or other prepaid Clients must still satisfy both (i) and (ii), and any pro-rated refund or credit during the three-month window causes the Qualifying Period to fail.

On satisfaction:

• (a) Commission is calculated retroactively on Net Revenue received during the Qualifying Period and included in the next quarterly payment;
• (b) Commission thereafter accrues per Section 7.3.

If the Client Account is cancelled, downgraded to non-paying, churned, or fails to pay in full during the Qualifying Period, no Commission is payable on it, including on partial payments received. Where a churned Client Account is reactivated and remains attributed to the Partner in the Partner Dashboard, the Qualifying Period restarts from zero on reactivation.

8. Payment Terms

8.1 Cadence. Commission is calculated quarterly in arrears on Net Revenue received during the quarter, subject to the Qualifying Period in Section 7.6 and to the invoicing requirements in Section 8.4.

8.2 Minimum payout. No payment is made when the Partner's Commission balance for the quarter is below USD 100 (or equivalent). Balances below the threshold roll over until the cumulative balance reaches it.

8.3 Statements. Snitcher will make a Commission statement available via the Partner Dashboard or email at the time of each payment.

8.4 Invoicing and payment. The Partner is responsible for all taxes (including VAT and equivalents) on Commission and for providing accurate tax, invoicing, and payment details. Commission is payable only against a valid Partner invoice; Snitcher pays each valid invoice within thirty (30) days of receipt. The Partner must submit each Commission invoice within twelve (12) months after the end of the calendar quarter to which the Commission relates — Commission for which no valid invoice is submitted within that period is forfeited. Snitcher may withhold payment until the Partner provides information reasonably required to make payment lawfully.

8.5 Disputes. The Partner must raise any dispute on a Commission statement in writing within sixty (60) days. Undisputed statements are deemed accepted.

8.6 Set-off and clawback. Snitcher may deduct from any Commission payable to the Partner:

• (a) refunds, credits, chargebacks, reversals, and uncollectable amounts attributable to a Client Account;
• (b) Commission previously paid in error or in respect of revenue that subsequently does not qualify under Section 7;
• (c) any amount the Partner owes to Snitcher under this Addendum, the Main Terms, or any other agreement between the parties.

If the deduction exceeds the Commission then payable, the Partner must repay the difference within thirty (30) days of Snitcher's written request.

9. Marketing, Brand, and Co-Marketing

9.1 Limited brand licence. Snitcher grants the Partner a non-exclusive, non-transferable, revocable, royalty-free licence to use the Snitcher name and logo solely to identify itself as a Snitcher Agency Partner and to promote the Service to potential Clients, in each case per Snitcher's brand guidelines.

9.2 Restrictions. The Partner must not:

• (a) make false, misleading, or unsubstantiated statements about the Service or Snitcher;
• (b) imply any endorsement, certification, or relationship beyond what this Addendum grants; or
• (c) bid on, register, or use any Snitcher trademark or confusingly similar term in paid search, domain names, social media handles, or app-store listings without Snitcher's prior written consent.

9.3 Co-marketing. Snitcher may, in its sole discretion, make co-marketing funds, content, events, or campaigns available, subject to a separate written plan.

9.4 Termination of licence. The licence in Section 9.1 terminates on termination or expiry of this Addendum. The Partner must remove or update any reference to the Snitcher brand or partner status within thirty (30) days.

10. Confidentiality

Each party will treat as confidential the non-public information it receives from the other under this Addendum (for Snitcher, including pricing, Tier thresholds not yet published, product roadmap, and Client Account data), use it only as needed to perform this Addendum, and not disclose it except to personnel and advisers bound by similar obligations. This obligation does not apply to information that is or becomes public other than through breach, was lawfully known before disclosure, was independently developed, or is required to be disclosed by law (with prompt notice where permitted). This Section 10 survives termination for three (3) years.

11. Partner Obligations and Acceptable Conduct

11.1 Active management. The Partner will manage Client Accounts diligently, including reasonable onboarding, support, and account management consistent with its stated service offering.

11.2 Compliance. The Partner will procure that its personnel and Clients comply with the Main Terms (including the Acceptable Use Policy in Section 3) and applicable law in respect of any Client Account it manages.

11.3 Records and audit. The Partner will keep accurate records of its Agency Program activities for at least three (3) years. Snitcher may audit those records on reasonable notice, no more than once per year (or more often where Snitcher reasonably suspects breach), during normal business hours and without unreasonably disrupting the Partner's operations.

11.4 Non-solicitation. For twelve (12) months after termination or expiry of this Addendum, the Partner will not actively solicit any Client previously managed by the Partner under the Agency Program to migrate from the Service to a competing website-visitor-identification or equivalent product. This restriction does not prevent the Partner from responding to a Client's genuinely unsolicited inquiry or from making factual disclosures required by law.

12. Data Protection

When the Partner accesses or processes personal data within a Client Account, it does so on behalf of the underlying Client. The Partner is responsible for obtaining the necessary authorization from each Client to do so, including for any data-processing arrangements required between the Partner and the Client. The Partner will notify Snitcher without undue delay of any actual or suspected security incident affecting the Partner Dashboard or a Client Account, and will cooperate in investigation and remediation.

13. Term and Termination

13.1 Term. This Addendum begins on Snitcher's acceptance of the Partner's application and continues until terminated under this Section 13.

13.2 Termination for convenience. Either party may terminate on thirty (30) days' written notice.

13.3 Termination for cause. Snitcher may terminate this Addendum, or suspend the Partner Dashboard or any Client Account, immediately on written notice if the Partner:

• (a) materially breaches this Addendum, the Main Terms, or any applicable law and fails to cure (where curable) within fifteen (15) days of notice;
• (b) engages in fraud, misrepresentation, or conduct that, in Snitcher's reasonable judgment, damages or is likely to damage the reputation of Snitcher or the Service;
• (c) becomes insolvent or has a liquidator, receiver, or administrator appointed; or
• (d) fails to pay any amount when due and does not cure within fifteen (15) days of notice.

13.4 No compensation for termination. Except as set out in Section 14, neither party owes the other any compensation by reason of lawful termination, including for goodwill or lost profits.

14. Effect of Termination

14.1 Partner Dashboard. On termination, the Partner's Dashboard access ends.

14.2 Client Accounts.

• (a) Direct Billing Client Accounts continue under the Main Terms between Snitcher and the Client. Snitcher may transition any Client Account away from the Partner and revoke the Partner's access.
• (b) Resale Billing Client Accounts continue under Section 6.2 until the underlying Client Account expires or is terminated, unless the parties agree otherwise in writing.

14.3 Commission on termination. On termination of this Addendum, Commission ceases to accrue from the date of termination. Commission accrued before that date remains payable in accordance with Section 8, except that (i) Client Accounts that have not satisfied the Qualifying Period in Section 7.6 as at the date of termination earn no Commission, and (ii) on termination by Snitcher for cause under Section 13.3, all unpaid Commission (whether accrued or not) is forfeited and no further Commission is payable, without prejudice to Snitcher's other remedies.

14.4 Surviving provisions. Sections 1, 4, 8.5, 8.6, 9.4, 10, 11.3, 11.4, 12, 13.4, 14, 15, and 16 survive termination, together with any other provision intended by its nature to survive.

15. Limitation of Liability

For the purposes of Section 10 of the Main Terms, the cap on Snitcher's liability for the Agency Program is the amounts paid by the Partner to Snitcher under Resale Billing less Commission paid by Snitcher to the Partner, in the twelve (12) months preceding the event giving rise to the liability. In no event will the cap be less than zero.

16. Indemnification

In addition to Section 11 of the Main Terms, the Partner will indemnify, defend, and hold harmless Snitcher, its affiliates, and their personnel from any claim, liability, damage, loss, cost, or expense (including reasonable legal fees) arising from:

• (a) any representation or commitment by the Partner to a Client that is inconsistent with or beyond the Service description or the Main Terms;
• (b) any act or omission of a Client introduced or managed by the Partner that would be a breach if committed by the Partner; or
• (c) any Client claim against Snitcher relating to services, deliverables, pricing, or commitments made by the Partner outside the scope of the Service.

17. Modifications to this Addendum

17.1 Snitcher may amend this Addendum (including Tier rates, thresholds, and payment terms) on at least thirty (30) days' notice via the Partner Dashboard, email, or by posting an updated version at the URL where this Addendum is published.

17.2 A Partner that does not accept an amendment may terminate under Section 13.2 before the amendment takes effect. Continued participation after the effective date constitutes acceptance.

18. Governing Law and Miscellaneous

18.1 This Addendum is governed by Dutch law, with disputes subject to the competent Dutch court for Snitcher's principal place of business.

18.2 Sections 15 and 16 of the Main Terms apply, except that the Partner may not assign or transfer its rights or obligations (including by change of control) without Snitcher's prior written consent, not to be unreasonably withheld.

18.3 This Addendum, together with the Main Terms and any referenced order forms or program materials, is the entire agreement between the parties on the Agency Program and supersedes any prior partner-program understandings.

19. Contact

Questions about this Addendum or the Agency Program: partners@snitcher.com. General Service questions: support@snitcher.com.