Policies & Agreements

1. Scope and Relationship to Master Terms

These Motive Tiered Strategic Referral Program Terms of Service (these “Tiered Strategic Partner Terms”) apply to partners that participate in Motive’s tier-based Strategic Referral Program and are assigned to a tier-based strategic referral group (or other applicable group designated by Motive) in PartnerStack (the “Program”). By accepting these Tiered Strategic Partner Terms or participating in the Program, you agree to these Tiered Strategic Partner Terms with Motive Technologies, Inc. (“Motive,” “we,” “our,” or “us”).

These Tiered Strategic Partner Terms incorporate by reference the Motive Partner Program Terms of Service, available at [https://gomotive.com/legal/partner-program-terms-of-service/] (the “Master Terms”). All provisions of the Master Terms apply to your participation in the Program, except as expressly modified below. If you are registering on behalf of an entity or other organization, you represent that you have the authority to bind that entity or organization to these Tiered Strategic Partner Terms and the Master Terms.

In the event of a conflict between these Tiered Strategic Partner Terms and the Master Terms, these Tiered Strategic Partner Terms will control with respect to partners in the Program.

2. Definitions

“Annual Contract Value” or “ACV” means, for any subscription term, the annualized value of the recurring subscription fees payable by a customer for Motive’s software subscription services under the applicable order form(s), calculated as: the total recurring subscription fees for such subscription term, minus any recurring credits or discounts applied to those subscription fees, divided by the length of the subscription term in years.

For clarity, in determining ACV: (a) only recurring subscription fees for software subscription services are included; and (b) the following are expressly excluded: any amounts for hardware or other equipment, implementation, onboarding, activation, installation, training or other professional services, usage-based or overage fees, financing or subsidy amounts (including vendor financing fees), sales, use, VAT, GST, or similar taxes, and any other one-time or non-recurring charges, even if invoiced together with subscription fees. Motive’s calculation of ACV is final and binding.

“Qualifying Deal” means the first deal for a referred customer that reaches “Closed Won” status in Motive’s CRM system of record and is confirmed in PartnerStack.

3. Tier-Based Referral Fee

Subject to your compliance with these Tiered Strategic Partner Terms and the Master Terms, you will earn a one-time Referral Fee for each Qualifying Deal based on the ACV tier applicable to the Qualifying Deal. Section 6 (Referral Fees) of the Master Terms is superseded in its entirety by this Section 3, Section 4, and Section 5 of these Tiered Strategic Partner Terms.

For clarity, a Referral Fee is earned on the initial Qualifying Deal only. A maximum of one (1) Referral Fee is payable per referred customer. If a referred customer or Qualifying Deal could qualify for payment under more than one Motive partner, referral, affiliate, strategic, or promotional program, Motive will determine the applicable program and Referral Fee in its sole discretion. No duplicate or cumulative Referral Fees will be paid.

All Referral Fees are stated and payable in U.S. dollars unless Motive determines otherwise. Each ACV tier listed below is inclusive of its stated lower and upper bounds. The applicable Referral Fee will be determined according to the following table:

ACV of Qualifying Deal	One-Time Referral Fee
$500 – $6,000	$150
$6,001 – $10,000	$200
$10,001 – $20,000	$500
$20,001 – $50,000	$1,000
$50,001 – $100,000	$5,000
$100,001 – $250,000	$15,000
$250,001 – $500,000	$25,000
$500,001 or more	$50,000

No Referral Fee is payable for any Qualifying Deal with ACV below $500.

4. Exclusions

No Referral Fee will be paid on:

(a) expansion, upsell, cross-sell, renewal, or add-on transactions following the initial Qualifying Deal for a given referred customer;

(b) deals attributed to a referred customer or prospect that was an existing Motive customer at the time of referral;

(c) deals that do not reach Closed Won status in Motive’s CRM system of record;

(d) referrals that do not comply with the Master Terms or these Tiered Strategic Partner Terms; or

(e) deals for which you are already receiving or have already received compensation from Motive through any other Motive partner, referral, or affiliate program.

5. Referral Attribution

Referral attribution will be determined by Motive based on tracked referral links, lead registration through the PartnerStack platform, or manual attribution confirmed by a Motive administrator in the CRM system of record. Motive’s determination of referral attribution is final. Word-of-mouth referrals will not result in payment of Referral Fees except as otherwise agreed upon by Motive in its sole discretion.

6. Payout Mechanism and Timing

Section 7 (Payment, Taxes, and Offset) of the Master Terms is modified as follows: the paragraph regarding payment timing is replaced by this Section 6. All other provisions of Section 7 of the Master Terms (including provisions regarding PartnerStack accounts, payment records, fraud, taxes, and offset) remain in full force and effect.

Referral Fees are paid through PartnerStack. Payment will be made within sixty (60) days of the applicable Qualifying Deal being marked Closed Won in Motive’s CRM system of record and confirmed in PartnerStack.

Motive reserves the right to delay, withhold, or claw back any Referral Fee payment in the event of: (a) customer cancellation, chargeback, or refund within ninety (90) days of the Closed Won date; (b) a determination by Motive, in its reasonable discretion, that the referral or Referral Fee was the result of fraud, misrepresentation, or a violation of these Tiered Strategic Partner Terms or the Master Terms; or (c) an error in Referral Fee calculation.

7. Term and Termination

These Tiered Strategic Partner Terms will remain in effect for so long as you are an active participant in the Program, unless earlier terminated in accordance with the Master Terms. Upon termination for any reason, no further Referral Fees will accrue. Payment obligations for Qualifying Deals that reached Closed Won status prior to the effective date of termination will survive, subject to the payout timing and clawback provisions in Section 6 above; provided that no Referral Fee will be payable if Motive terminates your participation in the Program for fraud, misrepresentation, breach of these Tiered Strategic Partner Terms or the Master Terms, or other conduct that would permit forfeiture of unpaid Referral Fees under the Master Terms. Section 15 (Term and Termination) of the Master Terms otherwise applies.

8. Modification

Motive may modify these Tiered Strategic Partner Terms, including the Referral Fee amounts, ACV tiers, eligibility requirements, and payout procedures, at any time by providing notice through the PartnerStack platform or by email. Your continued participation in the Program after such notice constitutes acceptance of the modified terms.

9. Miscellaneous

Except as expressly modified by these Tiered Strategic Partner Terms, the Master Terms, as may be modified from time to time in accordance with their terms, remain in full force and effect. In the event of a conflict between these Tiered Strategic Partner Terms and the Master Terms, these Tiered Strategic Partner Terms will control solely with respect to the Program. Capitalized terms used but not defined in these Tiered Strategic Partner Terms have the meanings given to them in the Master Terms.