Cooperation agreement

Between Cyrus Digital GmbH, Dieselstr. 28, 85748 Garching, represented by Managing Director Arian Ghotbi

• hereinafter referred to as: “Cyrus” -

and the commercial client specified in the offer

• hereinafter referred to as: “Client” -

§ 1 Readability, preamble

The following is agreed upon by the parties:

1. For readability, the masculine form of terminology has been used throughout this contract, which also applies to both genders. Nonetheless, the terms apply equally to individuals of all genders. Cyrus and Client are hereinafter collectively referred to as “the parties” or “cooperation partners,” and individually as “party.”

2. Cyrus specializes in performance marketing and profit-optimized customer acquisition. With extensive expertise in paid advertising, Cyrus helps companies efficiently scale their advertising campaigns. The Client intends to utilize Cyrus’s services.

3. The parties, while maintaining their legal independence and excluding a commissioning as an independent commercial agent, aim to establish a cooperative relationship. This cooperation seeks to achieve effective and successful collaboration for mutual benefit.

§ 2 Subject and services of the cooperation

The subject of the cooperation is the service provision by Cyrus, which may include the following measures:

• Creation and management of Google Ads campaigns to enhance reach and target audience engagement

• Regular optimization of campaigns based on performance data and goals

• Targeted keyword management and adjustment of bidding strategies for maximum efficiency

• Development of customized advertising strategies aligned with corporate objectives and target audiences

• Consulting on campaign goals, market trends, and strategic opportunities

• Transparent reporting focusing on KPIs and performance development

• Creation of compelling ad content and optimization of landing pages to boost conversions

• Ongoing support and personal assistance for all questions related to Google Ads

§ 3 Rights and obligations of the parties

• The parties grant each other access to all necessary documents and provide all information required for fulfilling their obligations and conducting the cooperation.

• The Client shall support Cyrus’s work with appropriate cooperation. Failure to do so, despite multiple requests, does not affect Cyrus’s right to remuneration. Provisions of § 615 BGB apply to this contract.

• Cyrus is free to choose the place of performance and is not bound to fixed times for service provision.

• Cyrus may perform the agreed-upon services through agents, subcontractors, or other suitable third parties.

• Cyrus may use the Client’s name and logo for advertising purposes online.

• If additional non-disclosure agreements (NDAs) are concluded, § 3.5 of this agreement may be excluded upon explicit agreement.

• The Client is responsible for ensuring the legality of all content provided. Cyrus will act to the best of its knowledge and belief but is not liable for legal compliance unless explicitly agreed otherwise.

§ 4 Status of the parties

The parties perform their services as independent cooperation partners under this contract. This contract does not establish an employment relationship, commercial agency agreement, or partnership between the parties.

§ 5 Remuneration

• Cyrus receives a flat fee for the cooperation, as specified in the offer.

• All prices and fees are exclusive of statutory VAT.

• The Client pays the agreed amount at the start of the cooperation, as specified in the offer.

• Cyrus allows partial deferment of the fee in monthly installments, as specified in the offer. Should any installment fail, Cyrus may revoke the deferment and demand the full payment immediately. • Payment is due within 14 days of invoicing.

• Since the primary workload occurs at the start of the cooperation (e.g., audits, testing, system setups), the fee is non-refundable, even if the cooperation ends prematurely, unless for a significant reason as per § 314.1 BGB.

§ 6 Start, duration, and termination

• The start date and duration of the cooperation are specified in the offer.

• The contract will renew for an additional six months unless either party terminates it in writing with two months’ notice before the term ends.

• Either party may terminate the agreement for cause without notice.

§ 7 Confidentiality

• All information shared between the parties is considered confidential and must not be disclosed to third parties.

• The confidentiality obligation extends beyond the termination of the agreement.

• If disclosure is required by law or a court order, the disclosing party must notify the other party to the extent permissible.

• The parties agree not to post negative reviews about each other on public platforms like Google or Trustpilot unless the cooperation ended for a significant reason under § 314.1 BGB.

• Any grievances must first be communicated directly between the parties to seek resolution.

§ 8 Final provisions

• References to sections within this contract apply exclusively to its provisions unless explicitly stated otherwise.

• Rights and obligations under this contract may only be assigned with prior written consent.

• This agreement constitutes the entire understanding between the parties, superseding all prior arrangements.

• Amendments must be made in writing unless a different form is legally required.

• This contract is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods.

• The exclusive jurisdiction for disputes is the location of Cyrus’s registered office, although Cyrus may choose to bring action elsewhere.