DATARAILS AFFILIATE PROGRAM

TERMS & CONDITIONS

Last Revision Date: June 10, 2026

These Affiliate Program Terms and Conditions (the “Agreement”), subject to the terms below, give registered affiliates (“Affiliate(s)”) an opportunity to receive Consideration for successfully referring Leads to evaluate and subscribe to Datarails’ Services, subject to Datarails’ Terms of Service.

By enrolling in the Datarails Affiliate Program (the “Program”), the Affiliate represents that the Affiliate has read, understood, and agrees to be bound by this Agreement.

1. Definitions

The following capitalized terms shall have the following meanings:

“Affiliate’s Associate” means a relative of the Affiliate (if an individual), an entity controlling, controlled by, or under common control with the Affiliate (if a corporation), or any entity or person otherwise associated with the Affiliate. For the avoidance of doubt, an Affiliate may not refer themselves, and each Affiliate shall be deemed an Affiliate’s Associate of itself.

“Closed-Won Customer” means a Lead that has executed a binding written subscription order for the Services with Datarails, has been invoiced for the initial subscription term, and is not subject to refund, cancellation, or material non-payment as of the date Consideration is determined.

“Consideration” means the amounts payable to the Affiliate under this Agreement as published on Datarails’ program profile within the PartnerStack Platform from time to time, as further described in Section 5.

“ICP” (Ideal Customer Profile) means a prospective customer that meets Datarails’ then-current ideal customer profile criteria, including (without limitation) company size, geography, industry, finance technology stack, and role of the attending stakeholder, as determined by Datarails in its sole discretion.

“Lead” means a person or entity that (a) is not an Affiliate’s Associate, (b) has been directed to the Website by an Affiliate through the Affiliate’s Personal Referral Link, (c) is not a Pre-Existing Prospect, and (d) has expressed interest in evaluating the Services.

“PartnerStack Platform” means the partner management platform operated by PartnerStack, through which the Program is administered.

“Personal Referral Link” means a personal URL link provided to an Affiliate through the PartnerStack Platform for the purpose of directing recipients of such link to the Website and identifying and tracking specific Leads.

“Pre-Existing Prospect” means any person or entity that, prior to the first click on the Affiliate’s Personal Referral Link, (i) is or was a customer or User of the Services, (ii) is recorded in Datarails’ customer relationship management system as an active opportunity, lead, or contact within the preceding twelve (12) months, or (iii) is otherwise engaged with Datarails’ sales organization, in each case as determined by Datarails in its sole discretion.

“Qualified Meeting” means a discovery meeting between a Lead and a Datarails sales representative that (a) was scheduled through the Personal Referral Link or otherwise validly attributed to the Affiliate under Section 5, (b) was actually held with both parties attending for at least fifteen (15) minutes, (c) involved a Lead attendee meeting the ICP criteria, and (d) resulted in Datarails capturing qualifying information (current finance stack, identified pain, indicative timeline) sufficient to advance or disqualify the Lead, in each case as determined by Datarails in its sole discretion.

“Sales Qualified Opportunity” (or “SQO”) means a Lead that, following a Qualified Meeting, has been advanced in Datarails’ sales pipeline to a stage equivalent to “Discovery Complete” or beyond, with a demo or evaluation step scheduled with the primary finance stakeholder and mutual fit confirmed by Datarails’ sales team, in each case as determined by Datarails in its sole discretion.

“Services” means the Datarails platform and related products and services made available by Datarails, as further described in the Terms of Service.

“Terms of Service” means Datarails’ then-current terms of service, available at https://www.datarails.com/terms-of-service-2/, as may be amended from time to time.

“User” means a user of the Services, as defined in the Terms of Service.

“Website” means datarails.com and any other website operated by Datarails in connection with the Services.

2. Ownership of Proprietary Materials

Datarails may, at its sole discretion, provide the Affiliate with advertising or marketing creative, brand assets, product imagery, copy, talking points, or other proprietary or Confidential Information (as defined below), regardless of whether such materials are copyrighted, trademarked, constitute trade secrets, or are otherwise proprietary information of Datarails (collectively, “Proprietary Materials”), for the purpose of promoting the Services. The Affiliate is permitted to use the Proprietary Materials solely as required to perform its obligations under this Agreement and as instructed by Datarails. The Affiliate shall not publish any Proprietary Material on its website, platforms, or any other media without Datarails’ prior approval. All right, title, and interest, including all intellectual property rights, in and to the Proprietary Materials shall remain the sole and exclusive property of Datarails, and the Affiliate is not granted any license with respect thereto except as expressly set forth herein.

The Affiliate shall not (a) modify, alter, or create derivative works of the Proprietary Materials, (b) use Datarails’ name, logos, or trademarks except as expressly permitted, or (c) bid on Datarails’ trademarks, brand terms, or variants thereof in any search-engine or paid advertising platform without Datarails’ prior written consent.

3. Authorities and Responsibilities of Datarails

Datarails will use information related to Leads and Users in accordance with Datarails’ Privacy Policy, available at https://www.datarails.com/privacy-policy/ as amended from time to time. Datarails is solely responsible for determining whether a Lead qualifies as a Qualified Meeting, Sales Qualified Opportunity, or Closed-Won Customer for purposes of this Agreement, and for confirming and recording such status in the PartnerStack Platform.

4. Authorities and Responsibilities of Affiliate

4.1. The Affiliate shall refer Leads to the Website using the Personal Referral Link only.

4.2. The Program is facilitated via the PartnerStack Platform. Both parties acknowledge that they may be party to separate agreements with PartnerStack. The Affiliate acknowledges that Datarails is not an agent or representative of PartnerStack, is not a party to any agreement the Affiliate may have with PartnerStack, and is in no way responsible for the performance or actions of PartnerStack.

4.3. The Affiliate shall have the option to contact Datarails through the Affiliate’s dashboard on the PartnerStack Platform, or via [program email], with any questions regarding payout amounts, status of referrals and rewards, tracking, or other matters relating to the Affiliate’s referral activities.

4.4. For the avoidance of doubt, the Affiliate will not be entitled to any Consideration for activities that did not originate through the Affiliate’s Personal Referral Link within the applicable attribution window, as determined by Datarails in its sole discretion. The current attribution window is ninety (90) days from the most recent click on the Personal Referral Link, subject to change at Datarails’ discretion. Attribution shall be determined based on tracking data, provided that in the event of conflict, Datarails’ CRM records shall control.

4.5. In publishing and promoting the Services and performing its obligations under this Agreement, the Affiliate shall not infringe the rights of any third party or violate any applicable law, including without limitation laws relating to advertising, anti-spam (including the CAN-SPAM Act and equivalent laws in other jurisdictions), data protection, consumer protection, and unfair competition.

4.6. Promoting the Services through a sub-affiliate network and/or organically through online assets (e.g., website, newsletter, podcast, forum, blog) and personal social media profiles is permitted, provided that the Affiliate must be completely transparent regarding the origin of traffic from the Affiliate’s sub-affiliates. Sub-affiliate networks must ensure that all sub-affiliates promoting the Services adhere to this Agreement. The following are prohibited and constitute “Restricted Networks”: (i) toolbars; (ii) browser extensions; (iii) ad networks such as, but not limited to, Meta/Facebook, Google, YouTube, X (formerly Twitter), LinkedIn, Quora, Taboola, and Outbrain; (iv) any paid placements, including pay-per-click campaigns; and (v) any bidding on Datarails trademarks or brand terms. Coupon promotions, cashback offers, and incentive offers of any kind are also prohibited. Failure to comply with this Section 4.6 may result in denial of payment of Consideration, at Datarails’ sole discretion.

4.7. The Affiliate shall clearly and prominently disclose its participation in the Program and its relationship with Datarails in any content that promotes the Services, as required by the U.S. Federal Trade Commission Endorsement Guides and any other applicable disclosure law.

4.8. The Affiliate shall not make any representations, warranties, or guarantees about the Services beyond those approved in writing by Datarails or contained in the Proprietary Materials. The Affiliate shall not make claims regarding pricing, return on investment, implementation timing, customer outcomes, or product capabilities other than those expressly approved by Datarails.

4.9. Affiliate shall comply with all applicable anti-bribery, anti-corruption, and procurement integrity laws and shall not offer any inducement to employees or representatives of prospective customers.

5. Consideration and Payment; Taxes

5.1. The specific eligibility requirements for Leads and the amounts available to be earned as Consideration are published on Datarails’ program profile within the PartnerStack Platform. Datarails may, at its sole discretion, modify these requirements or Consideration amounts at any time by publishing updates to the PartnerStack Platform.

5.2. Without limiting Section 5.1, Consideration under the Program is structured around three sequential stages, each with separate eligibility criteria and clawback rights:

• Qualified Meeting bounty: payable upon Datarails’ confirmation that a referred Lead has resulted in a Qualified Meeting. Subject to clawback if the Lead is determined within thirty (30) days of bounty payment to have been a no-show, a duplicate, a non-ICP attendee, or otherwise not a Qualified Meeting.

• Sales Qualified Opportunity bounty: payable upon Datarails’ confirmation that a referred Lead has become a Sales Qualified Opportunity. Subject to clawback if the opportunity is closed-lost or disqualified within sixty (60) days of bounty payment.

• Closed-Won bounty (and, if applicable, recurring component): payable upon Datarails’ confirmation that a referred Lead has become a Closed-Won Customer. Subject to clawback, in whole or in part, if the customer terminates, materially defaults, refunds, or fails to pay in full within ninety (90) days of bounty payment, or, where applicable, within the first twelve (12) months of the subscription term.

5.3. Consideration will be paid by Datarails to PartnerStack, and PartnerStack shall be responsible for the processing and distribution of such payments to the Affiliate. Datarails is not a party to the Affiliate’s agreement with PartnerStack and shall have no liability or obligation regarding the actual transfer of Consideration from PartnerStack to the Affiliate. Datarails’ sole payment obligation is the transfer of validly owed Consideration to PartnerStack.

5.4. The Affiliate consents to Datarails charging back, debiting, or offsetting from any payable amounts any Consideration previously paid or credited with respect to Leads that were procured fraudulently, in violation of this Agreement, in violation of applicable law, that were paid in error, or that are subject to a clawback under Section 5.2.

5.5. For the avoidance of doubt, the Affiliate will not be entitled to more than one Qualified Meeting bounty, one Sales Qualified Opportunity bounty, and one Closed-Won bounty per Lead, regardless of the number of meetings, opportunities, or transactions associated with such Lead. Where Consideration is conditioned upon a payment by the Lead, to be eligible such payment must be made through the Services in accordance with the Terms of Service and must not be refunded, charged back, blocked, withheld, or otherwise canceled.

5.6. All Consideration amounts are inclusive of any applicable taxes. The Affiliate shall bear, and is responsible for, all taxes, levies, and charges associated with and imposed on the Affiliate in connection with this Agreement and the receipt of any Consideration, and any filings required in connection therewith. The Affiliate shall be solely responsible for providing PartnerStack with any tax forms (including IRS Form W-9 or W-8, as applicable) required to receive Consideration.

5.7. Datarails may, in its sole discretion, impose monthly or quarterly caps on Consideration payable to a new Affiliate during the Affiliate’s first six (6) months in the Program, including a cap on the number of Qualified Meeting bounties payable per calendar month, pending the Affiliate’s first Closed-Won Customer.

5.8. Independent service providers (including accountants, bookkeepers, fractional CFOs, consultants, and implementation partners) may participate in the Program subject to (a) full disclosure of their advisory relationship to any prospective Lead that is also their client, (b) compliance with any applicable professional, regulatory, and fiduciary obligations, and (c) Datarails’ prior written approval. Datarails reserves the right to exclude any category of Affiliate from receiving Consideration where, in Datarails’ sole discretion, payment would create an actual or perceived conflict of interest.

6. Termination of Affiliate’s Participation

Datarails may terminate the Affiliate’s participation in the Program, as set forth in this Agreement, immediately, for any or no reason, upon written notice (including notice through the PartnerStack Platform) to the Affiliate, at Datarails’ sole and absolute discretion. The Affiliate may terminate its participation at any time by deactivating its account through the PartnerStack Platform. Sections 2, 5.4, 7, 8, 9, 10, 11, and 12 shall survive termination of this Agreement. Datarails may suspend Affiliate access immediately pending investigation of suspected fraud, abuse, or breach.

7. No Warranties

DATARAILS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PROGRAM, THE SERVICES, AND ANY ARRANGEMENTS CONTEMPLATED HEREUNDER.

DATARAILS MAKES NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR OUTCOME WILL RESULT FROM PARTICIPATION IN THE PROGRAM, INCLUDING WITHOUT LIMITATION ANY MINIMUM NUMBER OF LEADS, CONVERSIONS, SALES, OR CONSIDERATION.

8. Indemnity

The Affiliate will defend, indemnify, and hold Datarails and its affiliates, and each of their respective directors, officers, employees, representatives, and agents harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorneys’ fees, resulting from, arising out of, or relating to: (a) any breach by the Affiliate of any warranty, representation, or covenant contained in this Agreement; (b) the performance of the Affiliate’s duties and obligations under this Agreement, including any statement or representation made by the Affiliate about the Services; and (c) any claim or demand by a third party, including any Lead arising from or relating to the Affiliate’s acts or omissions, including alleged misrepresentation, misconduct, or violation of applicable law.

9. Limitation of Liability

DATARAILS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, CONTRACTS, OR ANTICIPATED SAVINGS, OR FOR LOSS, CORRUPTION, OR INTERRUPTION OF DATA OR BUSINESS INFORMATION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PARTICIPATION IN THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT AND UNDER ANY CIRCUMSTANCES, DATARAILS’ AGGREGATE AND TOTAL LIABILITY TO THE AFFILIATE ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYMENTS MADE BY DATARAILS TO PARTNERSTACK ON BEHALF OF THE AFFILIATE UNDER THIS AGREEMENT OVER THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

10. Confidentiality

10.1. The parties acknowledge that in the course of fulfilling their obligations under this Agreement, they may have access to certain confidential information of each other (“Confidential Information”), which may include but is not limited to: (i) the methods, business partners, and affiliates used by the parties to perform their obligations pursuant to this Agreement; (ii) the parties’ business plans, customer lists, pipeline, pricing, marketing plans and materials, and financial information; (iii) Proprietary Materials (with respect to Confidential Information of Datarails); and (iv) all such other information that is the exclusive property of the parties and which, if disclosed, could cause harm to either party.

10.2. Confidential Information does not include any information that the receiving party possessed before receiving it from the disclosing party, information published or available to the general public other than through a breach of this Agreement, information obtained by either party from a third party having a valid right to disclose it without any restrictions, or information independently developed by the receiving party without use of or reliance on Confidential Information of the disclosing party.

10.3. Each party agrees that it shall not, at any time, directly or indirectly use, disclose, reproduce, distribute, modify, or otherwise exploit any Confidential Information of the other party for any purpose other than as expressly permitted under this Agreement.

10.4. Each party acknowledges that the provisions of this Section 10 are material to this Agreement and that a breach of this Section may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, in addition to any other rights or remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive or other equitable relief to prevent or restrain any actual or threatened breach of this Section 10 without the necessity of posting bond or proving actual damages, to the extent permitted by applicable law.

10.5. The parties agree to keep the terms and existence of this Agreement, and all other Confidential Information, strictly confidential, and shall not reveal Confidential Information to any other person or entity, except: (a) as required by law or order of a court or governmental authority; (b) as is reasonably necessary to be disclosed to the parties’ accountants, consultants, tax advisors, investors, potential investors, attorneys, employees, representatives, bankers, or bondholders, in each case under obligations of confidentiality; (c) as is reasonably necessary to the defense or enforcement of any action to which the terms of this Agreement may apply; or (d) in response to a valid subpoena or as otherwise compelled by a court of competent jurisdiction or governmental agency. The receiving party shall, to the extent legally permitted, provide the disclosing party with prompt written notice of any such request and reasonably cooperate, at the disclosing party’s expense, in seeking a protective order or other appropriate remedy prior to disclosure.

11. Fraud; Abuse; Rejection

DATARAILS RETAINS THE RIGHT TO REVIEW THE CONSIDERATION PAYABLE PURSUANT TO THIS AGREEMENT TO AN AFFILIATE FOR POSSIBLE FRAUD OR ABUSE, INCLUDING THE BOOKING OF FALSE OR LOW-INTENT MEETINGS, THE OPENING OF FALSE ACCOUNTS, OR ANY ATTEMPT TO MANIPULATE PROGRAM TRIGGERS. SUCH FRAUD OR ABUSE MAY BE ON THE PART OF A LEAD AND/OR ON THE AFFILIATE’S PART.

WITHOUT DEROGATING FROM THE FOREGOING, DATARAILS IN ITS SOLE DISCRETION SHALL WITHHOLD THE PAYMENT OF ANY OUTSTANDING CONSIDERATION TO THE AFFILIATE SHOULD DATARAILS CONSIDER THE AFFILIATE’S AND/OR A LEAD’S ACTIVITY AS FRAUDULENT OR ABUSIVE. FOR THE AVOIDANCE OF DOUBT, CONSIDERATION SHALL NOT BE PAYABLE WITH RESPECT TO: (I) ANY PRE-EXISTING PROSPECTS OR PRE-EXISTING USERS; (II) ANY CASES IN WHICH THE AFFILIATE USED COUPON, CASHBACK, REBATE, OR OTHER INCENTIVE PROMOTIONS TO INDUCE A POTENTIAL LEAD TO BECOME A LEAD; (III) ANY CASES WHERE THE AFFILIATE PROMOTED DATARAILS THROUGH RESTRICTED NETWORKS, PAID ADVERTISING, OR ANY OTHER MANNER NOT PERMITTED BY THIS AGREEMENT; (IV) ANY CASES INVOLVING SELF-REFERRALS OR REFERRALS OF AFFILIATE’S ASSOCIATES; AND (V) ANY CASES WHERE THE LEAD’S BUSINESS IS, IN DATARAILS’ SOLE DISCRETION, OUT OF ICP. DATARAILS, AT ITS SOLE DISCRETION, BASED ON ITS INTERNAL RISK AND COMPLIANCE POLICIES OR FOR ANY OTHER REASON, MAY REJECT CERTAIN LEADS OR DENY CERTAIN PAYMENTS. THE AFFILIATE WILL NOT BE ENTITLED TO CONSIDERATION WITH RESPECT TO SUCH REJECTED LEADS OR DENIED PAYMENTS.

12. Miscellaneous

• This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The state and federal courts located in New York County, New York, shall have exclusive jurisdiction over any matter arising from or related to this Agreement. This provision shall not prevent Datarails from bringing an action in any court of competent jurisdiction for injunctive or similar relief.

• Datarails’ failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Datarails’ right to subsequently enforce such provision or any other provision of this Agreement.

• The Affiliate may not assign or transfer this Agreement or any rights under this Agreement without Datarails’ prior written consent. Any attempted assignment in violation of this Section shall be void.

• Datarails may change the terms of this Agreement from time to time. Datarails will provide the Affiliate notice of such changes via the email address provided by the Affiliate, by posting the latest version of the Agreement on the Website, or otherwise making the latest version of the Agreement available where the Affiliate can reasonably access it. The Affiliate’s continued participation in the Program after the effective date of the amended Agreement constitutes consent to the amended terms. If the Affiliate does not consent to the amended Agreement, Datarails may, at its option, terminate this Agreement and initiate payout of any Consideration validly accrued prior to the termination date.

• Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Affiliate is an independent contractor and shall have no authority to bind or commit Datarails in any manner whatsoever.

• Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of this Agreement.

• This Agreement, together with the documents referenced herein and any program-specific terms published on the PartnerStack Platform, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral, relating to such subject matter.

• Any notices relating to this Agreement will be made in writing and may be sent by email, registered mail, or courier to the address provided by the Affiliate, or such other address as the parties may furnish in writing. Notices to Datarails shall be sent to compliance@datarails.com. Such notice, demand or other communication shall be deemed given (a) if sent by an email – one business day following the sending of the email; (b) at the expiration of seven (7) days from the date of mailing by registered mail; or (c) immediately if delivered by hand.

— End of Agreement —

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