Partner Program Agreement

§ 1 Subject matter and parties

This agreement governs participation in the Uptimr partner program between Anikeen UG (haftungsbeschränkt) & Co. KG, Buntspechtweg 21, 53123 Bonn, Germany ("Uptimr") and the person or company that signs up for the partner program ("Partner").

The Partner promotes Uptimr's services using a personal referral link and coupon code and receives a commission for referred paying customers as set out in this agreement. No employment, commercial agency or partnership relationship is created; the Partner acts independently and at their own expense.

§ 2 Sign-up and conclusion of the agreement

Sign-up takes place in the partner portal. By signing up, the Partner offers to enter into this agreement. The agreement is only concluded once Uptimr approves the Partner, of which the Partner is informed by email or in the partner portal. There is no entitlement to approval.

The Partner warrants that the information provided at sign-up and in the partner portal is complete and truthful and keeps it up to date. Adult natural persons with full legal capacity, legal entities and partnerships may participate.

§ 3 Referral link, coupon code and attribution

The Partner receives a personal referral link and coupon code. Customers who reach the website via the referral link receive the discount on their plan shown in the partner portal; the same discount applies when the coupon code is entered.

A customer is attributed to the Partner if they register a team within 30 days of opening the referral link, or use the Partner's coupon code when taking out a subscription. The first attribution applies; customers are not reassigned to another partner later. The Partner's own teams and teams economically affiliated with the Partner are not attributed.

Attribution is technically based on a cookie and the referral stored in the customer account. Uptimr's records are authoritative.

§ 4 Commission

For every fully paid invoice of a customer attributed to them, the Partner receives a commission at the percentage shown in the partner portal. The basis of assessment is the net invoice amount after discounts, excluding VAT and other taxes.

If a commission period is shown in the partner portal, only invoices within that period from the customer's attribution count; otherwise the commission entitlement exists for as long as the customer pays and this agreement is in force.

There is no commission for invoices that are refunded, withdrawn from or charged back, or for customers acquired in breach of this agreement. Uptimr may offset commissions already paid out for such invoices against future commissions or reclaim them.

Commissions are initially recorded as "pending" and confirmed after a review period of usually 30 days.

§ 5 Statements and payout

Confirmed commissions are paid out at regular intervals, usually monthly, to the account stored in the partner portal. Uptimr may set a minimum payout amount; amounts below it are carried forward to the next period.

Commissions are settled by self-billing (credit notes, Section 14(2) sentence 2 German VAT Act). The Partner agrees that Uptimr issues credit notes for the commissions and waives issuing their own invoices to that extent. The Partner informs Uptimr whether they are liable for VAT or use the small business scheme (Section 19 German VAT Act) or a comparable scheme in their country.

Each payout requires complete payout details, the information under § 6 and a completed identity verification under § 7. Until these are available, commissions are withheld but do not lapse before the statutory limitation period expires.

The Partner is responsible for the proper taxation of their income.

§ 6 Tax information and verification of the VAT identification number

The Partner undertakes to provide Uptimr, on request and at the latest before the first payout, with their VAT identification number or - if they have none - their tax number, as well as the information required to issue credit notes (full name or company name and address). The Partner notifies changes without delay.

The Partner consents to Uptimr verifying the VAT number provided for validity and for consistency with name and address in order to fulfil its tax obligations, in particular through a qualified confirmation request with the German Federal Central Tax Office or through the European Union's VAT Information Exchange System (VIES), and documenting the result. For Partners established abroad, VAT may be reverse-charged to the Partner.

If the number is invalid or the details do not match, Uptimr may withhold payouts until the matter is resolved.

§ 7 Identity verification (KYC)

To prevent fraud, money laundering and terrorist financing and to comply with sanctions regulations, Uptimr carries out an identity verification ("Know Your Customer", KYC) before the first payout and later if there is reason to do so.

The Partner consents and undertakes to provide the necessary evidence on request, in particular a valid official photo ID, proof of address and, for companies, a current commercial register extract or comparable evidence and information on the beneficial owners. The Partner further consents to Uptimr checking their details against sanctions lists and using reliable service providers for the verification, who process the data solely on Uptimr's behalf.

If the Partner refuses to cooperate or the verification reveals inconsistencies, Uptimr may withhold payouts and terminate the agreement for good cause.

§ 8 Partner obligations and prohibited advertising

The Partner promotes Uptimr on their own responsibility and in compliance with all applicable laws, in particular competition, telemedia and data protection law. The Partner labels promotional content as advertising and discloses that they receive a commission for referrals.

In particular, the following is prohibited:

• unsolicited advertising by email, messenger or other spam,
• misleading statements about Uptimr, its services, prices or discounts,
• setting cookies or opening the referral link without a deliberate user action ("cookie stuffing"), redirects or pop-ups without user interaction,
• search engine ads on the "Uptimr" brand or confusingly similar terms without prior written consent,
• publishing the coupon code on coupon or cashback portals without prior consent,
• self-referrals and creating accounts for third parties without their instruction,
• advertising alongside illegal, harmful to minors, extremist or otherwise offensive content.

In the event of breaches, Uptimr may deny commissions for affected customers and terminate the agreement for good cause. The Partner indemnifies Uptimr against third-party claims based on a culpable breach of this agreement or applicable law by the Partner.

§ 9 Trademarks and promotional material

For the term of this agreement, Uptimr grants the Partner a simple, non-transferable right, revocable at any time, to use the name and logo "Uptimr" and any promotional material provided solely to promote Uptimr under this agreement. The trademark and logo may not be altered. The Partner must not give the impression of acting on Uptimr's behalf.

§ 10 Data protection

Uptimr processes the Partner's personal data, including the information under §§ 5 to 7, to perform this agreement (Art. 6(1)(b) GDPR), to comply with legal obligations, in particular tax and commercial retention and verification obligations (Art. 6(1)(c) GDPR), and to prevent fraud (Art. 6(1)(f) GDPR). Further information is provided in Uptimr's privacy policy.

The Partner only receives aggregated information about referred customers (e.g. number, commissions) from Uptimr, but no personal customer data. The Partner is solely responsible for any data they process themselves as part of their advertising.

§ 11 Term and termination

The agreement runs for an indefinite period. Either party may terminate it with 14 days' notice in text form. The right to terminate for good cause remains unaffected; for Uptimr, good cause exists in particular in the event of breaches of §§ 6 to 8.

When the agreement ends, the referral link and coupon code are deactivated. Commissions for invoices paid before termination are paid out under § 5 unless the termination is based on a breach by the Partner. There is no commission for later invoices.

§ 12 Liability

Uptimr is liable without limitation for intent and gross negligence and for injury to life, body or health. For slightly negligent breach of essential contractual obligations, liability is limited to the foreseeable damage typical for the contract; otherwise, liability for slight negligence is excluded. Uptimr does not guarantee any particular number of referred customers or commissions, nor the uninterrupted availability of the partner portal and attribution technology.

§ 13 Changes to this agreement

Uptimr may change this agreement as well as commission rates and discounts with effect for the future. An amended version is shown to the Partner in the partner portal and requires the Partner's express consent, which can be given there with one click.

If the Partner does not accept the amended version within seven days of its publication, their participation in the partner program is paused until they accept it. During the pause, no new customers are attributed, the coupon code cannot be redeemed and no commission arises for invoices paid during that time. Commission entitlements that have already arisen remain unaffected. The pause ends upon acceptance; there is no retroactive attribution or commission for the period of the pause.

If the Partner does not accept, either party may terminate the agreement under § 11.

§ 14 Final provisions

The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods. If the Partner is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction is Bonn. Should individual provisions of this agreement be invalid, the validity of the remaining provisions remains unaffected. Uptimr's general terms and conditions apply in addition, unless this agreement provides otherwise.