Demandbase Referral Agreement Updated: Oct 1, 2019 This Referral Agreement (“Agreement”) sets forth the terms and conditions pursuant to which an entity may refer to Demandbase (as defined below) qualifying leads for the sale by Demandbase of Demandbase’s account-based marketing software as a service (“Demandbase Services”) subscriptions. In the event Referral Partner and Demandbase have executed or will execute a separate referral contract for the sale of Demandbase Services subscriptions, such executed contract shall supersede this Referral Agreement. 1. General Description. Demandbase agrees to pay Referral Partner a referral fee for submitting qualifying leads which result in the sale of Demandbase Services subscriptions to new customers in accordance with the terms set forth in this Agreement. 2. Lead Registration and Acceptance. 2.1 Lead Registration. To create a qualifying lead eligible for a referral fee, Referral Partner must register leads with Demandbase in conjunction with the current lead process in place. At Demandbase’s request, Referral Partner shall supply any additional information reasonably requested by Demandbase and/or assist Demandbase in making contact with the proposed lead by arranging an introduction, meeting, conference call or other means of communication with the proposed lead. Following receipt of approval by Demandbase, Referral Partner will be introduced to a Demandbase account executive to engage with the prospect. Prospect must purchase and pay for an annual (or longer) Demandbase Services subscription within 180 days of the lead registration and approval or such longer period that may be authorized by Demandbase in writing (email from the VP of Strategic Alliances and Channels shall suffice) at its sole discretion and on a case-by-case basis. 2.2 Lead Acceptance. Within a reasonable period of time following Referral Partner’s submission of a proposed lead, Demandbase shall review the proposed lead and provide Referral Partner with a notification of its acceptance of the proposed lead as commissionable, or its rejection of the proposed lead. Demandbase will be under no obligation to accept any proposed lead submitted by Referral Partner and may reject or decline to accept proposed leads for any commercially reasonable reason as determined by Demandbase, including, without limitation, that: (i) the proposed lead was an existing customer of Demandbase or of any of its affiliates (as defined below) at the time of submission of the proposed lead; (ii) Demandbase or any of its affiliates was already involved in discussion with the proposed lead relating to the Demandbase Services at the time of submission; (iii) the proposed lead has previously been submitted to Demandbase or any of its affiliates by Referral Partner or by any other third party; (iv) the proposed lead (a) does not meet Demandbase’s credit requirements, (b) is on a list of restricted or prohibited parties issued by the government of the United States or any other jurisdiction, or (c) is located in a country that is subject to a United States trade embargo or that is deemed a terrorist supporting country by the United States Government; or (v) the proposed lead is located in an area in which Demandbase or any of its affiliates has an exclusive arrangement for the sale of Demandbase Services subscriptions or which Demandbase is otherwise prohibited by agreement or law from accepting. 3. Fees. 3.1 Referral Fee. Demandbase will pay Referral Partner a referral fee equal to 10% of the first-year subscription fees (net of any royalty, license, or other 3rd party fees that Demandbase is obligated to pay) collected by Demandbase from leads registered by Referral Partner which are approved in writing by Demandbase and, unless earlier expired or lost as determined in the sole discretion of the Demandbase account executive, closed by Demandbase within 180 days of date of approval (or for such longer period as may be authorized by Demandbase pursuant to Section 2.1 above). 3.2 Eligibility. Demandbase Services subscription renewals, support, Targeting usage, implementation, training or other professional services are not eligible for referral fees. Demandbase will remit referral fees within 60 days after the qualifying lead’s subscription payment is received. Referral Partner will be solely responsible for payment of all taxes and other costs levied against the referral fee or its operations. Demandbase will manage Demandbase Services sales, provision, billing and collection activities with end-user Customers. 4. Term and Termination; Post-termination Fees. This Agreement shall expire in the event Referral Partner has not registered a lead for six consecutive months. Either party may terminate this Referral Agreement with written notice to the other at any time. Unless the termination is for Referral Partner’s breach, it will not affect Demandbase’s obligation to pay referral fees for qualifying leads approved and current prior to the termination date. 5. General. 5.1 Restrictions; Disclaimer. Demandbase will handle all Demandbase Services sales, provision, billing and collection activities. Referral Partner may not use Demandbase’s marketing materials or trademarks without prior written authorization in each case. The Demandbase Services will be provided to customers solely pursuant to a services agreement between Demandbase and its customers. DEMANDBASE MAKES NO REPRESENTATIONS OR WARRANTIES TO REFERRAL PARTNER OR ITS LEADS, INCLUDING ANY EXPRESS OR IMPLED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEMANDBASE WILL NOT BE LIABILE FOR ANY SPECIAL OR INCIDENTIAL DAMAGES THAT MAY ARISE UNDER THIS AGREEMENT AND IN NO EVENT WILL DEMANDBASE’S LIABILITY EXCEED THE AMOUNT OF THE REFERRAL FEE FOR THE QUALIFYING TRANSACTION. 5.2 Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties, notwithstanding its use of the term “partner.” There are no third-party beneficiaries to this Agreement. 5.3 Contracting Parties, Notices, Governing Law and Jurisdiction. The contracting party, jurisdiction, governing law and notice provisions for this Agreement depend on where the Customer is domiciled: If Customer is domiciled in: Customer is contracting with: Notices should be addressed to: Governing Law Courts having Jurisdiction Country in Europe, the Middle East or Africa Demandbase, Ltd., a private limited company incorporated in England Demandbase, Ltd. Arquen House, 4-6 Spicer Street, St. Albans, Hertfordshire, AL3 4PQ UK Law of England and Wales England and Wales (in London, England) United States of America and rest of world Demandbase, Inc., a Delaware corporation Demandbase, Inc. 680 Folsom Street Suite 400 San Francisco, CA 94107 USA California and controlling United States federal law San Francisco County, California, USA Demandbase, Ltd is an affiliate under this Agreement. Each Party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to irrevocably submit to the exclusive jurisdiction of the applicable courts. If any provision of this Agreement is held by a court to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect its intentions, with all other provisions remaining in full force and effect. A party’s failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless agreed to by that party in writing. 5.4 Assignment. This Agreement is binding on the parties hereto and their respective successors and permitted assigns. Demandbase may assign this Agreement in its entirety, without consent, to its successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Otherwise, neither Party may assign, delegate or transfer this Agreement and any assignment or other attempt in violation of this section is void.