PARTNER TERMS

These Partner Terms (the "Partner Terms") apply concurrently to the GTC and any Order Form(s) executed thereunder, including the relevant Schedule(s), concluded between Service Provider and Customer (in the context of these Partner Terms, "Partner", as defined below), provided that the application of the Partner Terms has been provided for on the relevant Order Form(s).

I. PURPOSE AND SCOPE

a) These Partner Terms set forth the terms and conditions under which Customer is authorized to integrate and embed Supported Products into its own offerings and commercialize them to End Users. It governs the relationship where End Users do not have a direct contractual relationship with Service Provider for the use of the Supported Products.

b) For the purposes of these Partner Terms, "Customer" as defined and referred to in the Agreement shall be referred to as "Partner", as defined below. All rights and obligations of "Customer" under the Agreement shall be the rights and obligations of Partner, unless provided otherwise in these Partner Terms.

II. DEFINITIONS

Capitalised terms used but not defined herein shall have the meaning given to them in the Agreement. For the purposes of these Partner Terms, the following definitions shall apply, supplementing or, where in conflict, superseding the definitions in Annex A of the GTC and the Agreement:

"Supported Products" means the software, services, and other products of Service Provider specified in the Order Form that Partner is authorized to integrate into the Partner Solution for the purposes of these Partner Terms.

"Downstream Seller" means any distributor, solution provider, system integrator, reseller, or other entity in the distribution chain of the Partner Solution, which Partner may elect to use.

"End User" means a Partner's end customer who is authorized to use the Partner Solution in accordance with the terms of an End User Agreement as specified in Section IV. For the avoidance of doubt, End Users are not a party to the Agreement and have no direct contractual relationship with Service Provider.

"End User Agreement" means the legally binding contractual agreement between Partner and an End User governing the use of the Partner Solution.

"Partner's Value Add" means the material and significant intellectual property, technology, or services owned or licensed by the Partner, as further described in the Order Form, which, when combined with the Supported Products, creates the Partner Solution, which is functionally distinct from the Supported Products alone.

"Partner Solution" means the commercially available and repeatable Partner-branded solution, which is distinct from the Supported Products alone, consisting of the combination of the Supported Products with the Partner's Value Add.

"Revenue" means the gross amounts invoiced by Partner and its Affiliates to End Users for the sale, license, or subscription of the Partner Solution, less only (i) any sales, value-added, or similar taxes collected for remittance to a governmental authority; and (ii) actual credits or refunds granted to End Users for returns or cancellations.

III. PARTNER RIGHTS AND OBLIGATIONS

a) Subject to the terms and conditions of the Agree-ment, Service Provider grants Partner an exclusive, non-transferable (except as per Section I.12.4 of the GTC) right and license during the applicable Service Term in the Authorized Territory (as specified in the applicable Order Form(s)) to:

(i) integrate and embed the Supported Products into the Partner Solution, as specified in the applicable Order Form(s);

(ii) market and promote the Partner Solution to prospective End Users; and

(iii) grant End Users the right to access and use the Supported Products solely as an integrated component of the Partner Solution, in accordance with the terms of an End User Agreement as specified in Section IV.

(iv) grant Downstream Sellers a limited, non-exclusive, non-transferable right to demonstrate the Partner Solution to prospective End Users solely for the purpose of marketing and promoting the sale of the Partner Solution, provided that such demonstration does not constitute productive use by the prospective End User.

b) The rights granted in this Section III supersede and replace the restrictions set forth in Section I.2.5 of the GTC and the definition of "Business Purpose" in Annex A of the GTC, to the extent necessary to permit the activities described herein. For the avoidance of doubt, Partner may not resell, sublicense, or otherwise provide direct access to the Supported Products on a standalone basis. This requires that the Partner Solution, through the integration of the Partner's Value Add, is at all times functionally distinct from the Supported Products, offers a material added value to End Users over Supported Products and does not compete with Supported Products.

c) Partner is responsible for the use of the Supported Products by any party who accesses the Supported Products through the Partner Solution, including its End Users and any Downstream Sellers. Partner shall ensure that any such access and use complies with the terms of the Agreement. In particular, Partner shall not, and shall ensure its End Users and Downstream Sellers do not:

(i) sell, license, distribute, or otherwise provide access to the Supported Products on a standalone basis, separate from the Partner Solution;

(ii) modify, reverse engineer, decompile, or create derivative works of the Supported Products, except to the extent necessary for the integration permitted herein;

(iii) remove, obscure, or alter any proprietary notices or labels of Service Provider on or in the Supported Products, unless explicitly permitted under the branding terms agreed in Section VII; or

(iv) use the Supported Products or the Partner Solution for any unlawful purpose or in violation of any applicable law or regulation.

d) The rights granted to Partner under this Section III are limited to the geographic area specified as the "Authorized Territory" in the applicable Order Form(s). Partner shall not actively market, promote, or sell the Partner Solution to prospective End Users located outside the Authorized Territory without the prior written consent of Service Provider.

e) Partner shall not offer or provider the Partner Solution to the entities listed as "Home Accounts" in the applicable Order Form(s) without obtaining prior written consent from Service Provider for each such instance. Service Provider may withhold such con-sent at its sole discretion.

f) If the Parties agree on Minimum Commitments in an Order Form, Partner undertakes to meet such targets. Failure to meet these Minimum Commitments for two consecutive measurement periods shall be deemed a material breach of the Agreement, granting Service Provider the right, at its sole discretion, to (i) demand payment from Partner for the difference between the agreed Minimum Commitment and the actual amount achieved during the measurement period, (ii) terminate the relevant Agreement, or (iii) revoke Partner's exclusivity (if any) for the Authorized Territory upon written notice.

g) Partner shall ensure that any Downstream Seller is bound by a written agreement containing obligations and restrictions no less protective of Service Provider and its intellectual property than those set forth in this Agreement. Partner remains fully liable for any act or omission of its Downstream Sellers as if they were Partner's own.

h) For the avoidance of doubt, to the extent a Down-stream Seller also qualifies as a Sub-Processor under Annex C (Data Processing Addendum) or a material subcontractor under Annex D (Financial Services Addendum), the respective provisions of those Annexes, including any notification and objection rights, shall apply in addition to the provisions of these Partner Terms. Partner remains solely responsible for ensuring compliance with such provisions.

IV. END USER RELATIONSHIP AND AGREEMENT

a) Partner is solely responsible for its relationship with its End Users. This includes, without limitation, all marketing, sales, contracting, billing, and support activities related to the Partner Solution. Service Provider shall have no direct obligations or liability of any kind to End Users.

b) Partner shall ensure that each End User enters into a binding End User Agreement before being granted access to the Partner Solution. The End User Agreement must, at a minimum:

(i) restrict the use of the Supported Products to be solely as an integrated component of the Partner Solution, insofar as a separate use of Supported Products is not already excluded by technical means;

(ii) ensure that confidential credentials for accessing Supported Products or other confidential information of Service Provider that have been made available to Partner are adequately secured against access by End User or other third parties;

(iii) prohibit the reverse engineering, decompiling, or disassembling of any part of the Supported Products;

(iv) include acceptable use policies no less restrictive than those set forth in Section IV.4.2 of the GTC;

(v) expressly disclaim on behalf of, and for the benefit of, Service Provider, as a third-party supplier, any and all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, with respect to the Supported Products;

(vi) expressly state that Service Provider, as a third-party supplier and beneficiary, shall have no liability whatsoever to the End User for any damages, whether direct, indirect, consequential, or otherwise, arising from the use of the Partner Solution or the Supported Products;

(vii) state that the collective liabilities of Partner and any of its third-party suppliers are subject to the limitation of liability set forth in the End User Agreement;

(viii) include provisions that are at least as protective of Service Provider's intellectual property rights and confidential information as those contained in the Agreement; and

(ix) prohibit the End User from using the Supported Products in any manner that would constitute a breach of the restrictions set out in this Section IV.

c) Partner is responsible for its End Users' compliance with the terms of the End User Agreement and for any use of the Supported Products by End Users in excess of the use authorizations acquired by Partner. Partner shall indemnify, hold harmless and compensate Service Provider from any claims, damages, or losses arising from Partner's failure to include the terms in Section IV.b) in its End User Agreement.

V. SUPPORT AND SERVICE LEVELS

a) Partner shall be the sole point of contact for its End Users and shall be responsible for providing first-level technical support for the Partner Solution. Service Provider shall provide support services directly to Partner in accordance with the terms of the Agreement, but shall have no obligation to provide support directly to End Users.

b) Any service levels agreed in the Agreement are commitments from Service Provider to Partner only. Partner is solely responsible for any service level commit-ments it makes to its End Users. Service Provider shall not be liable for any service credits, penalties, or other liabilities incurred by Partner towards its End Users, even where this is due to Service Provider's failure to resolve an issue or incident or otherwise provide its Services, including the Supported Products.

VI. CHARGES, REPORTING, AND AUDIT

a) Partner shall pay Service Provider the fees as set forth in the Order Form or Annex agreed to ("Fees"). Such Fees may include, for example, one-time fees, recurring platform fees, usage-based fees, or a share of the Partner's revenue from the sale of the Partner Solution. Unless otherwise specified, any Fees calculated based on the Partner's Revenue shall be paid quarterly in arrears.

b) Within thirty (30) days of the end of each calendar quarter, Partner shall provide Service Provider with a detailed and accurate report specifying the Revenue generated from the Partner Solution, the number of active End Users, and any other metrics reasonably required by Service Provider to verify the Fees due. Partner shall maintain any and all records in a verifiable manner as necessary to document its usage, sales and service provision of the Supported Products to End Users or otherwise, including any revenues invoiced and received related thereto.

c) Upon reasonable notice, Service Provider or its designated independent auditor may audit Partner's records, systems, and documentation to verify Partner's compliance with the Agreement and the accuracy of the Fees paid. Such audits shall be conducted during normal business hours and in a manner that minimizes disruption to Partner's business. If an audit reveals an underpayment, Partner shall promptly pay the amount of the underpayment plus interest. If the underpayment exceeds five percent (5%) of the Fees due for the audited period, Partner shall also reimburse Service Provider for the reasonable costs of the audit. This right of audit shall survive for two (2) years following the termination or expiry of the Agreement.

VII. BRANDING AND INTELLECTUAL PROPERTY

a) The Partner Solution shall be marketed under Partner's brand. Partner shall not use Service Provider's name, logo, or trademarks in connection with the Partner Solution without Service Provider's prior written consent, except as may be expressly permitted in an Order Form. Any such permitted use must comply strictly with Service Provider's then-current branding guidelines, as may be provided to Partner. Partner acknowledges that any permission granted does not constitute an endorsement of the Partner Solution by Service Provider, and Partner shall not state or imply any such endorsement. Service Provider may revoke any branding permissions at any time upon written notice if it determines, in its reasonable discretion, that Partner's use tarnishes its brand or is otherwise non-compliant.

b) Partner shall present a single, integrated price for the Partner Solution to End Users. Partner may not list or price the embedded Supported Products as a separate line item or otherwise unbundle the Supported Products from the Partner Solution.

c) Service Provider and its licensors retain all right, title, and interest, including all Intellectual Property rights, in and to the Supported Products and any modifications or improvements thereto. The Agreement grants the Partner no rights to Service Provider's Intellectual Property other than the limited use rights expressly set forth herein. Partner retains the right, title and interest in and to the Partner's Value Add and the Partner Solution, excluding the embedded Supported Products.

VIII. WARRANTIES, LIABILITY, AND INDEMNIFICATION

a) Any warranties provided by Service Provider under the Agreement are made to Partner only. Service Provider makes no warranties, express or implied, to End Users.

b) The limitation of liability set forth in Clause I.8 of the GTC shall apply to all claims between Service Provider and Partner arising under or in connection with the Agreement, including these Partner Terms.

c) Partner shall hold harmless, indemnify, and defend Service Provider and its Affiliates, directors, officers, employees, and agents against and from any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with:

(i) the development, marketing, sale, or use of the Partner Solution;

(ii) any claim brought by an End User or Down-stream Seller against Service Provider for any reason;

(iii) any breach by Partner of its obligations under the Agreement, including these Partner Terms; or

(iv) any act or omission of Partner, its employees, agents, or Downstream Sellers.

d) The indemnification obligation under Section VIII.c) shall not be subject to the limitation of liability set forth in Clause I.8 of the GTC.

e) The indemnification obligation under Section VIII.c) shall apply irrespective of whether such claims allege or are based on, in whole or in part, a defect in the Supported Products or any fault on the part of Service Provider. Partner acknowledges that this indemnification is its sole remedy against Service Provider in the event of such third-party claims.

IX. OTHER PROVISIONS

Furthermore, the Parties agree as follows:

a) Amendments to these Partner Terms must be made in writing and duly signed by authorized representatives of the Parties.

b) In the event of a conflict between the provisions of the documents constituting the Agreement, unless an Order Form explicitly states otherwise, the provisions shall prevail in the following order of precedence. This order of precedence shall supersede Clause I.1.3 of the GTC for any Agreement to which these Partner Terms apply: (i) Section VIII.c), VIII.d) and VIII.e) (Indemnification) of these Partner Terms;

(ii) Clause I.8 (Liability and Indemnification), Clause I.12.9 (Force Majeure) and Clause I.12.11 (Applicable law and place of jurisdiction) of the GTC;

(iii) Annexes to the GTC within the scope of their applicability;

(iv) The applicable Order Form(s);

(v) The remainder of these Partner Terms;

(vi) Any Schedule(s) to the Order Form(s);

(vii) Specific Terms of the GTC (Section II to IV of the GTC);

(viii) The remainder of the GTC.

March 2026