Affiliate-Programm Bedingungen

Referral Affiliate Agreement

concluded between

chatarmin.com GmbH

Johannesgasse 23/5, 1010 Wien, Österreich

FN Nr. FN 555067 a, UID-Nr. ATU76854717

(hereinafter "Chatarmin")

AND

Business Name

Business Address

Business VAT ID

Business OWNER/SIGNEE

(hereinafter "Affiliate")

Effective Date of this affiliate agreement: 28.09.2026. This version replaces the version dated 01.01.2025.

Preamble

With this referral agreement, the contracting parties enter into a contract whose goal for both parties is to acquire and develop new customers for Chatarmin over the long term.

By signing up for chatarmin.promotekit.com you agree to this standard affiliate agreement.

Therefore, the contracting parties agree on the following within the framework of this referral agreement:

1. Topic

The Affiliate refers potential customers to Chatarmin who may be interested in Chatarmin's products. This agreement covers all Chatarmin products, including WhatsApp marketing with Chatarmin as well as AI customer service and AI telephony with armincx by Chatarmin.

A referral takes place in one of two ways:

(a) Affiliate link: The potential customer reaches Chatarmin via the Affiliate's personal tracking link from chatarmin.promotekit.com. Chatarmin attributes the referral to the Affiliate based on this tracking.

(b) Direct introduction: The Affiliate brings the appropriate decision-maker at the potential customer and a designated contact person at Chatarmin into contact with each other.

Before a direct introduction, the Affiliate and Chatarmin clarify whether Chatarmin already has a binding business relationship with the potential customer (in the sense of a written customer agreement). Chatarmin undertakes to provide honest statements about the contact status to the best of its knowledge and belief.

Addendum 1: If no business relationship exists, the Affiliate can inform Chatarmin about a potential new customer in a shared Slack channel.

Addendum 2: If no business relationship exists, the Affiliate initiates contact via email, including the reason for contact, an introduction to the people involved, and a request for a mutual exchange.

2. Attribution and Documentation

For referrals via affiliate link, the tracking data in PromoteKit is the basis for attribution.

For direct introductions, the introduction email serves as evidence. Chatarmin can additionally provide a confidential Google Spreadsheet for transparent reporting. This sheet does not serve as proof of customer introductions.

A customer contract counts as referred if it is concluded within three months after the referral and can be clearly traced back to it.

3. Referral Fee

If a customer contract results from a referral and Chatarmin's sales team handles the sales process and closes the deal, Chatarmin pays the Affiliate a referral fee of up to 25% of the net revenue from that contract.

The referral fee applies to the net revenue of all Chatarmin products as defined in Section 1. Net revenue includes "Committed MRR" (fixed monthly license revenue), setup fees, variable fees and follow-up contracts in case of renewal.

Example Calculation: If the price for customer NN is EUR 299 net per month (Effective Date of the customer contract: 01.01.2026, duration: 1 year), Chatarmin's net revenue is EUR 3,588 per year. At a rate of 25%, the referral fee for the initial contract is EUR 897 net.

If there are any material changes to Chatarmin's pricing or cost model, Chatarmin will proactively and promptly inform the Affiliate and provide relevant information. The contracting parties will then mutually agree in writing to adjust the referral fee model. This applies, for example, if the fees currently charged directly by Meta to Chatarmin's customers (e.g., per WhatsApp message) are, from a certain date, billed indirectly via Chatarmin.

Billing is done semi-annually as of June 30 and December 31 of each year. Chatarmin commits to reporting the revenues generated from each referred customer and the corresponding referral fee, based on customer contracts closed during the previous half-year, within 14 days after each semi-annual period ends.

The Affiliate will then issue an invoice to Chatarmin in accordance with applicable accounting standards.

The invoice will comply with applicable tax regulations. If one of the contracting parties is not an Austrian entity, the reverse charge mechanism applies. This means no VAT is charged, and the recipient of the service is responsible for VAT.

Chatarmin pays the referral fee for the past half-year no later than 90 days after the invoice date.

IMPORTANT: Pass-through costs are not covered by this agreement, as Chatarmin does not benefit from them economically. These include "conversation costs" or "conversation revenue" owed to third parties such as Meta LLC, WhatsApp Ireland Limited or 360Dialog (list not exhaustive).

4. Duration of this Agreement

This agreement is concluded for an indefinite period. It may be terminated by either party at the end of any calendar quarter, with a notice period of one month. Upon successful termination, all past and future claims shall expire, regardless of their status.

5. Confidentiality Agreement

Both parties are obligated to maintain confidentiality. All information, data, and documents as well as business and trade secrets obtained or made accessible through this contractual relationship are to be used exclusively for the purposes of this agreement and must otherwise be kept confidential.

If information is shared for the purpose of fulfilling contractual obligations, it must be passed on as confidential information and may not be used for any other purpose than the one intended.

Both parties agree to impose these confidentiality obligations on their employees and any third parties involved in fulfilling the contract.

This confidentiality obligation remains in effect even after the end of the contractual relationship.

The parties also agree to promptly return all documents received from the other party related to this agreement upon its termination.

6. Liability

Each contracting party is solely responsible for actions occurring within their own sphere of influence.

The following limitation of liability is mutually agreed upon:

The parties shall not be liable for incidental, consequential, indirect, or special damages, including loss of profits or business interruptions, caused or allegedly caused by the performance or non-performance of services.

Liability for slight negligence is excluded by mutual agreement.

Any liability is limited to the respective invoice amount for the relevant service period.

In general, liability is capped at the total contract value, but in any case, not more than EUR 2,000.

Any claims for damages must be brought before a court within six months from the time the damage could have been discovered, otherwise the claim is forfeited. Suspension or interruption of this period is excluded.

These limitations of liability apply without restriction unless expressly agreed otherwise.

Both parties mutually and explicitly waive claims based on error, "laesio enormis" (i.e., reduction of value by more than half), or frustration of contract. Such claims will not be asserted by either party.

7. Conclusion of Contract

This referral agreement may be concluded by signing up at chatarmin.promotekit.com, by email or in writing (either as a jointly signed original document and/or PDF).

8. Completeness

This agreement constitutes the final, complete, and exclusive agreement between the contracting parties.

Any changes or additions are only valid if agreed in writing or by email, and only by managing directors or authorized signatories.

9. Severability Clause

If any provision of this agreement is or becomes invalid, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid one that most closely reflects the original economic intent.

10. Place of Performance / Jurisdiction / Applicable Law

The place of performance for all obligations arising from or related to this business relationship is the registered office of Chatarmin. Tax regulations remain unaffected.

The exclusive place of jurisdiction for any disputes arising from or related to this business relationship is agreed to be Vienna, Austria.

The agreement is governed exclusively by Austrian law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

By signing below, the contracting parties acknowledge and accept this agreement.

The person(s) signing on behalf of the Affiliate confirm by their signature that they are duly authorized and legally entitled to represent the Affiliate.

Vienna, 28.09.2026

[Digital signature area - Agreement accepted through affiliate program signup]