# RingsX Partner Agreement

**Status:** Working draft 1.3.1-final-review (not approved by counsel as a contract package)  
**Version:** 1.3.1-final-review  
**Filename (release package):** `RINGSX_PARTNERVERTRAG_1.3.1-final-review.en.md`  
**German binding version:** `RINGSX_PARTNERVERTRAG_1.3.1-final-review.md`  
**Date:** 13 August 2026  
**Binding language:** German  
**Companion document:** `RINGSX_SELF_BILLING_VEREINBARUNG_2.3.1-final-review.en.md`  
**Basis:** German version 1.3.1-final-review

> **Language.** The German version is the legally binding version. This English version is a complete convenience translation of the same version number and structure. In the event of any inconsistency, the German version prevails, to the extent legally permissible.

> **HVertrG (internal):** Standard model = flyer / QR / tracking link only (`LINE_A_OUTSIDE`). Not a runtime or onboarding blocker. External counsel review: **recommended before scale**. If a partner departs from the standard model (active individual acquisition, subscription advice, leads, price/contract negotiation, signing or representation authority): stop the activity and review (`HVERTRG_ACTIVE_SALES_REVIEW_REQUIRED`).

---

**Effective Date:** [Date]

---

## 1. Parties

This RingsX Partner Agreement (the "**Agreement**") is entered into between:

**RingsX**  
Tobias Huemer, trading as RingsX  
Tachlau 2, 4655 Vorchdorf, Austria  
VAT ID: ATU82803101  
Email: info@ringsx.app  
("**RingsX**")

and

**Partner**  
Company / name: [Partner legal name]  
Address: [Address]  
Country: [Country]  
Contact person: [Name]  
Email: [Email]  
("**Partner**")

RingsX and Partner together the "**Parties**".

Commercial details are set out in **Annex A — Commercial Terms**.

### 1.1 Business capacity (B2B)

The Partner confirms that it enters into this Agreement solely in the course of its entrepreneurial, commercial or independent professional activity and not as a consumer. If the Partner is a natural person, the Partner confirms that it acts as an entrepreneur in connection with the partner programme.

### 1.2 Authority to bind

The person acting for the Partner confirms that they are authorised to bind the Partner to this Agreement and — where applicable — the Self-Billing Agreement.

### 1.3 Order of documents

If the contractual documents conflict, the following order of precedence applies:

1. individually agreed special terms in Annex A, to the extent they expressly derogate from the relevant point;
2. this Partner Agreement for the general commercial and legal terms;
3. the Self-Billing Agreement then in force, solely for self-billing procedure, issuance, delivery, acceptance and correction of self-billing documents.

Mandatory law remains unaffected. For self-billing procedure questions, the Self-Billing Agreement prevails over a more general clause of this Partner Agreement.

---

## 2. Purpose of the partnership

2.1 The Partner sells gymnastics rings or related training products and may insert RingsX partner flyers into selected product packages.

2.2 RingsX operates a digital training app focused on ring calisthenics and related training experiences.

2.3 Customers who receive a flyer may scan the QR code or tracking link, use RingsX and, where applicable, purchase a premium subscription via the Apple App Store or Google Play.

2.4 The purpose is to improve the customer experience after the hardware purchase and to share with the Partner revenue from **attributed** RingsX subscription proceeds.

2.5 The Partner does **not** sell RingsX app licences. The Partner provides **marketing, advertising and referral services** to RingsX.

2.6 **Referral and marketing character.** The Partner is entrusted solely with placing or distributing RingsX-approved marketing materials, QR codes and tracking links. The Partner is not instructed or authorised to conduct contract negotiations with end customers for RingsX, to negotiate prices or contract terms, to make or accept offers in the name of RingsX, to conclude contracts for RingsX, or to legally represent RingsX vis-à-vis third parties. End customers decide independently whether to use the RingsX app and whether to take out a subscription via the relevant distribution/store channel.

2.7 **No active sales or mediation duty.**

The Partner's owed activity in the standard partner programme is limited to placing or distributing RingsX-approved marketing materials, QR codes and tracking links in connection with the Partner's own products or distribution channels.

In particular, the Partner is not obliged or instructed to:

- actively acquire or approach individual end customers for RingsX;
- conduct sales conversations for RingsX;
- advise end customers individually on RingsX subscriptions or contract terms;
- transmit prospect or lead lists to RingsX;
- negotiate prices, discounts or other contract terms;
- receive or make offers or contractual declarations for RingsX;
- achieve particular closing, revenue or new-customer quotas for RingsX;
- work a particular geographic sales territory for RingsX.

General factual references to RingsX based on RingsX-approved marketing information remain permitted.

Any expansion of partner tasks to active individual sales, mediation or lead-generation activities requires a separate review and agreement. Until then, such activity must be stopped (`HVERTRG_ACTIVE_SALES_REVIEW_REQUIRED`).

> Internal note (not an onboarding blocker): External counsel HVertrG review remains **recommended before scale**. The standard model under clauses 2.6–2.7 is internally recorded as `LINE_A_OUTSIDE`.

---

## 3. Partner obligations

3.1 The Partner undertakes in particular to:

- insert **one** RingsX flyer into selected packages (where agreed);
- use only flyers, QR codes and tracking links provided by RingsX and not withdrawn;
- not alter flyers/QR/links without prior RingsX consent in text form;
- provide correct shipping data for flyer deliveries;
- keep correct billing, tax and payout data in the Partner Portal and keep them current;
- inform RingsX without delay if flyers are no longer being inserted;
- make no misleading statements about RingsX, prices, guarantees, medical effects or training results.

3.2 The Partner need not provide exact internal sales figures. Estimates of flyer volume suffice for planning.

3.3 The Partner remains responsible for its own product sales, packaging, customer communications about its products, and compliance with applicable law in its markets.

---

## 4. RingsX obligations

4.1 RingsX undertakes in particular to:

- provide the RingsX app and the digital training experience;
- prepare partner flyers and make them available in accordance with clause 9 and Annex A;
- provide a unique QR code / tracking link;
- operate the app, updates and app support to a reasonable extent;
- track attributed users and subscriptions to the technically available extent;
- provide reports via the Partner Portal (where available);
- calculate the revenue share under this Agreement;
- issue self-billing documents or, where billing is by partner invoice, provide the required settlement overviews;
- ship flyer consignments to the agreed partner address, where agreed in Annex A or separately.

4.2 RingsX may adapt app features, flyer design, portal and operating processes, unless this Agreement provides otherwise.

4.3 **Platform boundary.** RingsX does not owe uninterrupted operation of the Apple App Store, Google Play or other independent third-party platforms. RingsX will, however, take reasonable measures to investigate and correct its own technical errors that materially impair partner billing.

---

## 5. Revenue share

5.1 The Partner's revenue share is **30%**, unless Annex A provides otherwise.

5.2 **Revenue-share-eligible subscription proceeds** are finalised proceeds from a paid RingsX premium subscription of a validly attributed user, to the extent those proceeds economically accrue to RingsX under the rules in this clause 5 and are not expressly excluded from the revenue-share calculation. The revenue share relates solely to revenue-share-eligible subscription proceeds of users attributed to the Partner via the Partner's unique QR code / tracking link.

5.3 The Partner earns revenue share only if an attributed user takes out or renews a **paying** RingsX subscription and RingsX has finalised the corresponding store proceeds.

5.4 **Calculation base (Finalized Attributable Store Proceeds):**  
Unless otherwise agreed in writing or text form, the revenue share is calculated from the **Finalized Attributable Store Proceeds**. These are the proceeds economically accruing to RingsX for the relevant attributed user / subscription after store finalisation, after the expressly permitted external deductions.

**Permitted deductions** include in particular:

- Apple / Google / store commissions;
- refunds actually taken into account;
- chargebacks;
- indirect taxes / sales tax / VAT that the store withholds from proceeds or deducts before payout;
- discounts / promotions actually taken into account by the store;
- other **directly transaction-related external** deductions expressly named in Annex A or mandatorily caused by store or legal requirements.

**Expressly not deductible** (without an individual agreement in text form) include in particular:

- RingsX personnel costs;
- development costs;
- hosting;
- general marketing costs;
- legal / tax-advisory costs;
- general administration costs;
- flyer production costs;
- general partner-programme costs.

General internal operating and overhead costs of RingsX do not reduce the calculation base.

App list price, mere estimates or non-finalised store data are **not** decisive.

5.5 **Net remuneration and VAT.** The revenue share calculated under this Agreement is the Partner's net remuneration for its marketing, advertising and referral services. To the extent VAT is owed by the Partner on that supply under the VAT law applicable to the relevant billing case and is properly charged, such VAT is paid in addition to the net remuneration. To the extent the tax liability shifts to RingsX as recipient (reverse charge), no Austrian VAT is paid out to the Partner on the revenue share. The concrete tax treatment follows the tax profile approved for the relevant billing period and mandatory statutory rules.

5.6 No revenue share arises in particular for:

- users not successfully attributed;
- free users;
- trial users without conversion to a paying subscription;
- refunded subscriptions (to the extent proceeds lapse);
- cancelled / refunded payments;
- fraud;
- test accounts;
- manipulated attribution.

5.7 RingsX may subsequently adjust reports and amounts if refunds, cancellations, attribution errors, store corrections or similar adjustments occur after an initial report. Tax documents that were correct when issued are not silently changed, but are reflected via adjustment / cancellation / correction.

5.8 **Annual subscriptions:** Revenue share for an annual subscription is allocated to the purchase / renewal month and is not artificially spread over 12 months, to the extent the proceeds are finalised and attributed in that month.

5.9 **EUR settlement / FX.** Settlements and partner liabilities are kept in **EUR**. For store proceeds in other currencies:

1. If Apple/Google states in the final financial / settlement report a EUR settlement amount relevant to RingsX, or an actual conversion, that amount is decisive.
2. If no actual EUR value exists, RingsX uses a documented, reproducible FX mechanism — preferably the rate used by the store settlement; only if that is unavailable, a defined reference rate for the finalisation day.
3. A random live FX rate at the time of document creation is not permitted.

The EUR value stored in the finalised settlement is thereafter immutable; later corrections are made via adjustment.

---

## 6. Attribution

6.1 Each Partner receives a unique QR code / tracking link.

6.2 Attribution is based on the tracking information available to RingsX and its systems.

6.3 The Partner may use only the QR codes and flyers assigned to it.

6.4 If a customer uses a different link, searches for the app manually, disables tracking, or technical/privacy limits prevent attribution, RingsX may be unable to attribute the user to the Partner.

6.5 RingsX endeavours to attribute correctly, but cannot guarantee complete attribution (platform, device, store, privacy or technical limits).

6.6 **Persistence of attribution.** An attribution validly established under the RingsX systems remains in place for revenue-share calculation for as long as the relevant user generates revenue-share-eligible turnover under this Agreement, unless the attribution is demonstrably erroneous, manipulated, fraudulent, or can no longer be maintained due to mandatory technical or data-protection requirements. Termination of this Agreement alone does not end or reallocate an existing valid attribution.

---

## 7. Reports and Partner Portal

7.1 RingsX may grant the Partner access to the Partner Portal.

7.2 The portal may show, among other things, scans, users, active subscriptions, estimated revenue share, monthly reports, billing documents and flyer information.

7.3 Live figures in the portal may be **estimates** and remain subject to correction. Estimates are **not** a payout basis and are not tax documents.

7.4 The basis for payouts is finalised settlements and the related billing documents (self-billing invoice or partner invoice), subject to later corrections under this Agreement.

---

## 8. Billing, self-billing and payout

8.1 Economic settlement is generally **monthly** (calendar month), unless otherwise agreed in text form.

8.2 RingsX may require complete and verified billing, tax and bank data before paying out.

8.3 The Partner is responsible for correct and current tax/billing data and reports changes without delay.

### 8.4 Billing models

**(a) Self-billing / Gutschrift**  
To the extent tax-permissible and the Partner has accepted the current Self-Billing Agreement, RingsX may issue self-billing invoices in the name and on behalf of the Partner. Details are governed by the **Self-Billing Agreement** then accepted. For self-billing procedure questions, the order of precedence in clause 1.3 applies.

**(b) Partner invoice**  
To the extent self-billing is not released for a partner or billing period under the tax profile verified by RingsX, applicable rules or RingsX billing policy, the Partner issues the required invoice itself. RingsX may provide settlement overviews for this purpose. A settlement overview is not an invoice or self-billing document.

8.5 Duplicate invoices for services already covered by self-billing are not permitted. If the Partner issues an additional invoice for a performance period already billed by a RingsX self-billing document, RingsX may hold the amounts affected by the duplicate billing pending clarification. Other undisputed payouts may be included in a hold only if there is a concrete factual reason for a broader freeze.

8.6 If data are missing or incorrect, RingsX may suspend payouts until the data are corrected and re-checked. Tax-relevant changes may trigger re-verification. Global freezes require a documented compliance hold; a single disputed item does not automatically freeze all undisputed payouts.

8.7 **Payout threshold:** Currently **EUR 50** cumulative. The threshold controls only the **timing of payment**, not the creation of required billing documents. Required monthly tax/billing documents arise independently of the EUR 50 threshold. One incoming payment may settle several documents. If the payout threshold is reached and there is no compliance, delivery, dispute or verification hold, the payable amount is paid in the next regular RingsX payout run. A specific monthly payout day may be stated in Annex A or in the Partner Portal.

8.8 **Phase 1 currency:** Settlement, billing documents and partner liability in **EUR**. Payout rails (e.g. SEPA, Wise) are payment methods and do not change the settlement currency.

8.9 **Tax responsibility.** Each party remains responsible for the tax, accounting, regulatory and legal duties applying to it by law. The Partner's responsibility for its own tax duties does not shift RingsX's statutory duties onto the Partner, or vice versa.

8.10 **Bank and transfer fees.** RingsX bears its own costs of the standard payout chosen by RingsX. Fees of the receiving bank, a correspondent bank, or a currency conversion initiated by the Partner are borne by the Partner, unless expressly otherwise agreed. Settlement and RingsX's debt remain in EUR. Costs of a transfer rejected because of payment data incorrectly stated by the Partner may be passed on only in the amount actually incurred. Hidden flat fees are not permitted.

8.11 **Negative adjustments / set-off / no bank debit.** Negative adjustments may be set off against future partner revenue-share claims, to the extent legally permitted. RingsX does not automatically debit the Partner's bank account. If, after the final end of all future revenue-share claims, a demonstrable overpayment or negative balance remains, a manual settlement takes place; RingsX may reclaim the demonstrably overpaid amounts in text form. The Partner receives a transparent statement and may object to it.

8.12 **Residual balance after contract end.** While revenue share continues to arise after termination under clause 15.5 from existing attributions, the EUR 50 payout threshold may continue to apply. Once no further revenue share can arise from existing attributions, any remaining positive residual balance is paid independently of the regular payout threshold in the next regular payout run, at the latest 30 days after finalisation of the last relevant settlement, unless a justified hold exists.

---

## 9. Flyers and marketing materials

9.1 RingsX is the owner of the flyer design and the QR / tracking system, unless otherwise agreed in text form.

9.2 **Provision.** RingsX provides the Partner with the RingsX partner flyers agreed in Annex A and ships them to the agreed delivery address. Scope, reorders, special productions, express shipping and any differing cost allocation follow from Annex A or a separate agreement.

9.3 The Partner may not alter, copy, sell or reuse flyers for other purposes without prior consent in text form.

9.4 The Partner may stop inserting flyers at any time by notice to RingsX.

9.5 RingsX may update flyer design, QR links, trial offers, app prices or promo texts. A particular trial or promo offer is not permanently guaranteed unless Annex A expressly guarantees otherwise.

9.6 **Current and withdrawn materials.** The Partner uses only RingsX-approved marketing materials that have not been withdrawn. RingsX may withdraw a flyer version in text form for a factual reason, in particular because of incorrect, outdated or legally problematic statements. The Partner stops further use of an expressly withdrawn version within the reasonable period notified by RingsX.

---

## 10. No exclusivity

10.1 Unless otherwise agreed in text form, the partnership is **not exclusive**.

10.2 The Partner may cooperate with other companies.

10.3 RingsX may cooperate with other ring sellers, sports/fitness brands or equipment retailers.

---

## 11. No warranties

11.1 RingsX does not warrant any particular number of scans, users, subscriptions, revenue-share amounts, engagement or training results.

11.2 Forecasts, examples, calculators and projections are illustrative only and are **not** guaranteed payouts.

11.3 Training results depend on many factors outside RingsX's control.

---

## 12. Intellectual property

12.1 RingsX owns the app, software, training content, designs, brand, logos, tracking systems and the Partner Portal.

12.2 The Partner remains owner of its own brand, logos and business materials.

12.3 Each party grants the other only a limited right to use name/logo for the purposes of this partnership, and only to the extent separately approved.

12.4 Public use of partner logos, case studies, testimonials or announcements requires prior consent in text form, unless otherwise agreed.

---

## 13. Confidentiality

13.1 Each party keeps non-public business, technical, financial, partner, customer and portal information of the other party confidential and uses it only to perform this Agreement.

13.2 Partner reports, payout data, attribution data and portal access data are confidential.

13.3 The confidentiality duty does not apply to information that the receiving party demonstrably:

- already knew lawfully;
- is or becomes public without breach of this Agreement;
- lawfully receives from a third party entitled to disclose it;
- independently developed; or
- must disclose by law, official order or court decision.

In the case of legally compelled disclosure, the receiving party informs the other party in advance, to the extent legally permitted and reasonably practicable.

13.4 Disclosure of confidential information to employees, tax advisors, lawyers, accounting and technical service providers is permitted to the extent they need the information to perform this Agreement and are appropriately bound to confidentiality.

13.5 The confidentiality duty survives termination of this Agreement: for ordinary confidential information, **three (3) years** after contract end; for trade secrets, for as long as they remain legally a trade secret.

---

## 14. Data protection

14.1 RingsX processes app-user data under its privacy notice and applicable data-protection law.

14.2 **Roles.** Each party processes the personal data of its own contacts generally as an independent controller for administering and performing the business relationship. In the standard partner programme, the Partner does not receive personal end-customer data from RingsX. This Agreement does not create a processor relationship or joint controllership, unless the parties expressly conclude a separate data-protection agreement for a concrete additional processing and the actual roles so require.

14.3 Reports may be aggregated, pseudonymised or restricted to avoid unnecessary personal references. In the standard programme, in particular end-customer name, private email, Apple/Google account, exact personal training data and unnecessary device identifiers are not disclosed to the Partner.

14.4 Both parties comply with applicable data-protection law.

14.5 Any future disclosure of personal leads or other end-customer data requires a separate data-protection review and agreement; clause 14 of this Agreement does not constitute a data-processing agreement for that purpose.

14.6 In the standard partner programme, RingsX does not provide the Partner with personal end-customer or lead data. Such data disclosure, or any other change to the data-protection roles described in this clause 14, may be activated only after the required data-protection review is complete and any required agreements and information duties have been implemented. A country-specific privacy review is required only to the extent the actual data flow or local law so requires. For large or strategic non-EU partners, the general `COUNTRY_SPECIFIC_LEGAL_REVIEW` logic remains.

---

## 15. Term and termination

15.1 **Commencement.** This Agreement takes effect upon valid acceptance by the Partner in the RingsX Partner Portal or upon signature by both parties. In the case of electronic acceptance, the time stored in the Acceptance Record is the Effective Date.

15.2 **Ordinary termination.** Either party may terminate on **30 days'** notice in text form.

To the extent mandatory statutory notice periods apply to the contractual relationship contrary to the referral/marketing structure intended by the Parties, those mandatory statutory minimum periods replace a shorter contractual notice period.

15.3 **Cure period for remediable breaches.** In the event of a material, remediable breach, the non-breaching party may set a reasonable cure period of **14 calendar days** in text form. If the breach is not remedied within that period, the Agreement may be terminated extraordinarily.

15.4 **Immediate extraordinary termination without a cure period** is possible in particular in the event of:

- intentional fraud;
- attribution manipulation;
- intentional unlawful use of the RingsX brand;
- a serious data-protection or confidentiality breach;
- knowingly false tax/billing statements with a material risk; or
- conduct the continuation of which RingsX cannot reasonably be expected to tolerate.

Minor breaches or mere violations of applicable law without the qualifications above do not by themselves constitute a ground for immediate termination.

15.5 **Revenue share after contract end.** For users who, before termination takes effect, were validly attributed to the Partner under the agreed attribution rules, the revenue share continues to arise under this Agreement after termination for as long as those users maintain revenue-share-eligible paying subscriptions and RingsX receives the corresponding finalised proceeds. Termination of this Agreement alone does not end or reallocate this existing attribution.

This does not apply to revenue share based on demonstrably fraudulent, manipulated or otherwise unlawfully created attribution. In the event of a serious breach, RingsX may exclude future revenue share only to the extent the breach directly concerns the relevant attribution, the relevant turnover, or the Partner's entitlement to that revenue share. Claims already lawfully accrued and not affected by the breach remain unaffected, unless mandatory law provides otherwise.

After termination takes effect, no new attributions may be established. Existing legitimate attributions remain under this clause 15.5.

Mandatory statutory claims that would exist due to a different mandatory legal characterisation of the actual contractual relationship remain unaffected.

15.6 After termination, the Partner stops using RingsX flyers and QR codes, unless RingsX permits otherwise in text form.

15.7 Negative balances and residual balances are governed by clauses 8.11 and 8.12. Automatic bank debits from the Partner do not take place.

---

## 16. Limitation of liability

16.1 To the extent legally permitted, the Parties are liable for slight negligence only for breach of material contractual duties and only for damage typically foreseeable at the time of contracting.

16.2 For slight negligence, RingsX's aggregate liability per contract year is limited to the higher of:

(a) EUR 5,000; or

(b) the revenue share paid or owed to the Partner under this Agreement during the twelve (12) months before the event giving rise to liability.

If at that time the Agreement has not yet existed for twelve months, the period since commencement is decisive for (b). "**Contract year**" means a period of twelve months from the Effective Date and each subsequent twelve-month period.

16.3 The foregoing limitations of liability do not apply in the event of intent or gross negligence, not for personal injury, and not to the extent a limitation is impermissible under mandatory law.

The limitation of liability does not in particular limit the Partner's claim to payout of revenue-share, VAT, settlement or other contractually owed payment amounts that have already duly arisen.

16.4 To the extent legally permitted and subject to clause 16.3, neither party is liable for slight negligence for atypical indirect or unforeseeable consequential damage, in particular lost business opportunities or lost profit, unless such damage is precisely the typical and foreseeable consequence of a breach of a material contractual duty.

16.5 RingsX is in particular not liable for app-store / platform outages of independent third parties, attribution limits outside RingsX's reasonable influence, or customer decisions; RingsX's own material technical errors in partner billing remain to be treated under clause 4.3 and this clause 16.

---

## 17. Independent parties

17.1 This Agreement does not create an employment, franchise, joint-venture, agency or company-law partnership relationship.

17.2 The designation of the Parties and this Agreement do not change any mandatory statutory characterisation of the actual contractual relationship. The Parties intend an independent B2B marketing/referral relationship and not a commercial-agent, employment, franchise, joint-venture or company relationship.

17.3 The Partner may not bind RingsX.

17.4 RingsX may not bind the Partner outside this Agreement.

---

## 18. Programme changes

18.1 RingsX may update the app, flyer design, portal, reporting logic, prices, trial offer or operating processes.

18.2 Material changes to the revenue-share calculation logic must be notified to the Partner.

18.3 A change to the agreed revenue-share percentage requires the express agreement of both Parties and does not operate retroactively. For users already validly attributed, the revenue-share rate agreed at the time of their attribution remains, unless the Parties expressly agree otherwise.

If changes become necessary due to mandatory statutory, tax or platform requirements, RingsX may adapt the technically or legally necessary billing logic only to the extent required to comply with those requirements. Such a change does not entitle RingsX to a silent economic reduction of the agreed revenue-share rate. If continuation of the programme is legally or technically unreasonable or impossible, the termination/suspension rules of this Agreement apply.

---

## 19. Notices

19.1 Operational notices may be given via the Partner Portal, the verified billing email and/or the recorded contracting-party email.

19.2 Terminations and material contract changes require text form and must be sent to the official business email recorded in the Agreement or Partner Portal; additional availability in the portal is permitted.

19.3 The Partner must keep email and contact data current. Changes must be reported without delay.

---

## 20. Assignment / succession

20.1 Neither party may transfer this Agreement to an independent third party without the other party's consent, unless expressly otherwise agreed.

20.2 By entering into this Agreement, the Partner already consents to a transfer of this Agreement by RingsX in connection with universal succession, reorganisation, contribution, merger or transfer of all or substantially all of the RingsX business or the RingsX partner programme to a successor, provided that

(a) the successor assumes RingsX's obligations existing under this Agreement,
(b) the Partner's economic rights are not materially worsened thereby, and
(c) RingsX or the successor informs the Partner of the transfer in text form.

Mandatory statutory consent requirements remain unaffected.

---

## 21. Force majeure / third-party platforms

21.1 Neither party is liable for delay or non-performance to the extent it is directly due to an event outside its reasonable control and the affected party takes reasonable steps to mitigate damage. Examples include in particular large-scale store outages, cloud/network outages, official measures or natural events.

21.2 Payment and billing duties for amounts already finalised and owed are not permanently extinguished thereby.

21.3 Force majeure is not a blank cheque for a party's own organisational defects.

---

## 22. Governing law and venue

22.1 Austrian law applies, excluding its conflict-of-law rules, unless mandatory law provides otherwise.

22.2 For all disputes arising out of or in connection with this Agreement, to the extent a jurisdiction agreement is legally permitted, the **District Court of Gmunden (Bezirksgericht Gmunden)** or the **Regional Court of Wels (Landesgericht Wels)** has exclusive jurisdiction, depending on subject-matter competence.

22.3 For partners outside the EU/EEA, recognition and enforcement of an Austrian jurisdiction agreement may be subject to additional local rules. For large or strategic non-EU partners, a country-specific legal review is required (`COUNTRY_SPECIFIC_LEGAL_REVIEW`).

---

## 23. Text form, electronic acceptance and versioning

23.1 **Text form** for the purposes of this Agreement includes in particular email and documented declarations in the RingsX Partner Portal, unless mandatory law or a provision of this Agreement expressly requires a stricter form.

23.2 Acceptance of the Agreement may occur by handwritten or electronically signed signature or by documented acceptance in the Partner Portal.

23.3 Contract amendments require the consent of both Parties in text form, unless this Agreement provides otherwise for purely operational changes. Documented acceptance in the Partner Portal of a new contract or Self-Billing version satisfies the contractually agreed text form.

23.4 **Material changes / re-acceptance.** A new express consent is required for material legal changes, in particular to:

- the revenue-share rate;
- the calculation base / permitted deductions;
- post-termination revenue share;
- the self-billing authorisation;
- the acceptance / dispute procedure;
- the payout threshold, if it is increased;
- material payout timing;
- liability;
- termination;
- data-protection roles / disclosure of end-customer data;
- governing law / venue;
- material partner duties;
- set-off / reclaim;
- assignment / contract transfer with a material effect.

No new acceptance is required for purely non-material changes (e.g. typos, layout, formatting, updated contact address/email, current portal URL, purely clarifying wording without a change of law).

Changes solely to the Self-Billing Agreement trigger the re-acceptance provided there and do not additionally require a new acceptance of the Partner Agreement, provided the Partner Agreement's material substance remains unchanged.

23.5 RingsX archives accepted contract versions (including text snapshot and integrity proof). Acceptance records for the Partner Agreement and Self-Billing are kept separately.

---

## 24. Final provisions

24.1 This Agreement including Annex A and — where applicable — the accepted Self-Billing Agreement constitutes the entire agreement of the Parties on the RingsX partner programme and replaces prior arrangements on the same subject, unless otherwise agreed in text form. Precedence follows clause 1.3.

24.2 If a provision of this Agreement is or becomes wholly or partly invalid or unenforceable, the validity of the remaining provisions is unaffected.

To the extent the invalidity or unenforceability creates a gap, the applicable statutory provisions apply first. The Parties may agree in text form on a valid substitute provision that comes as close as possible to the permissible economic purpose of the affected provision.

24.3 Failure to exercise, or delay in exercising, a right under this Agreement does not constitute a waiver.

24.4 Headings are for readability only and have no independent operative effect.

24.5 The Agreement may be concluded electronically and in counterparts; each counterpart is an original and together they constitute one and the same agreement.

24.6 Mandatory law remains unaffected.

24.7 **Language.** The German version is the legally binding version. This English version is a complete convenience translation of the same version number and structure. In the event of any inconsistency, the German version prevails, to the extent legally permissible.

### For RingsX

| Field | |
|---|---|
| Name | Tobias Huemer |
| Role | Owner / trading as RingsX |
| Date | |
| Signature / portal acceptance | |

### For Partner

| Field | |
|---|---|
| Name | |
| Role | |
| Company | |
| B2B confirmation | ☐ confirmed |
| Authority to bind | ☐ confirmed |
| Date | |
| Signature / portal acceptance | |

---

## Annex A — Commercial terms

| Item | Details |
|---|---|
| Effective Date | [Date] |
| Partner legal name | [Legal name] |
| Partner ID | [Seller / Partner ID] |
| Revenue share rate | **30%** of Finalized Attributable Store Proceeds (net remuneration; VAT in addition where applicable) |
| Revenue share rate version / effective date | [e.g. RS-v1 / Effective Date] |
| Settlement currency | **EUR** |
| Attribution method / version | Unique partner QR / tracking link; rule/version reference: [Attribution Rule Version] |
| Flyer | One flyer per selected package |
| Initial flyer allocation / pilot quantity | [Number] |
| Estimated monthly flyer volume | [Number] |
| Standard flyer cost allocation | Standard production of the agreed RingsX flyers: **borne by RingsX**, unless otherwise stated here |
| Standard shipping cost allocation | Standard shipping to the agreed delivery address: **borne by RingsX**, unless otherwise stated here |
| Billing frequency | Monthly |
| Payout threshold | **EUR 50** (payout threshold only; documents independent of this) |
| Payout method | SEPA EUR / Wise where applicable (Phase 1); settlement remains EUR |
| Regular payout run | [e.g. monthly on / as shown in the portal] |
| Billing mode | Self-billing **or** partner invoice (per approved tax profile / billing model) |
| Self-Billing Agreement (version) | version accepted in the portal: [Version / n/a] |
| Revenue share after termination | **Option A** under clause 15.5 (continuation for paying users validly attributed before termination) |
| Special terms | [optional — if departing from the standard contract, **expressly** name the departing point; precedence clause 1.3] |
| Partner Portal | currently configured portal URL (not hard-coded as the sole legal source) |

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## Annex B — Open items (not an HVertrG onboarding blocker)

HVertrG is internally `LINE_A_OUTSIDE` for the standard model flyer/QR/tracking link. Not a runtime/onboarding blocker. External counsel review: **recommended before scale**.

| # | Item | Status |
|---|---|---|
| 1 | HVertrG standard model (flyer/QR/tracking link) | internal `LINE_A_OUTSIDE` — stop/review any departure |
| 2 | Entire Partner Agreement version 1.3.1-final-review | do not treat as approved by counsel |
| 3 | Complete English contract version before non-DE international rollout | prepared as convenience translation; German remains binding; not a counsel EN sign-off |

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## Annex C — Language and convenience translation

This English document is the **complete convenience translation** of Partner Agreement version **1.3.1-final-review**, with the same section structure and version number as `RINGSX_PARTNERVERTRAG_1.3.1-final-review.md`.

The German version is legally binding. In the event of any inconsistency, the German version prevails, to the extent legally permissible. This English version is not a counsel sign-off of the contract package.

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*End of Partner Agreement v1.3.1-final-review (English convenience translation)*  
*HVertrG: internal LINE_A_OUTSIDE; not an onboarding blocker; external review recommended before scale. Do not treat the contract package as approved by counsel.*