Kilvin Partner Program Terms

1. Scope and relationship to the Terms of Use

1.1 These Partner Program Terms ("Partner Terms") are supplemental terms under Section 9 of the Kilvin Terms of Use at kilvin.ai/terms (the "Terms of Use"), between Chorrie, Inc. d/b/a Kilvin ("Kilvin") and the organization enrolled in the Kilvin Partner Program ("Partner"). They are incorporated into and form part of the Agreement (as defined in the Terms of Use).

1.2 Partner is the "Customer" under the Terms of Use for its Partner Workspace, its Sandbox Workspaces and every Client Workspace it provisions or pays for. The Terms of Use apply to Partner except as these Partner Terms change them.

1.3 If these Partner Terms conflict with the Terms of Use, these Partner Terms control as to the Partner Program. An Order Form or signed partner agreement controls over both.

1.4 "Partner" is a commercial program name. It does not create a legal partnership, joint venture, franchise, agency or employment relationship. Partner has no authority to bind Kilvin or to make any promise, warranty or commitment on Kilvin's behalf.

2. Definitions

Capitalized terms not defined here have the meanings given in the Terms of Use.

• "Client Login" means a sign-in to a workspace by a user who belongs to the End Client. Sign-ins by Partner Personnel or by Kilvin personnel are not Client Logins.

• "Client Workspace" means a Workspace that Partner provisions for, or pays for on behalf of, an End Client.

• "End Client" means a business for which Partner builds, configures, operates or refers Applications on the Platform.

• "Live Workspace" means any Client Workspace or Sandbox Workspace with at least one Client Login during a calendar month. A workspace is Live for the whole calendar month in which that Client Login occurs.

• "Partner Application" means an Application built or configured on the Platform by Partner, or on Partner's behalf, for an End Client.

• "Partner Code" means the application code, configurations, prompts, workflows and other materials that Partner authors for a Partner Application. Partner Code excludes Platform Materials, Customer Data and End Client data.

• "Partner Personnel" means Partner's employees and contractors who access the Platform.

• "Partner Rate" means the discounted workspace price for Build Partners in Section 5.

• "Partner Workspace" means Partner's own Workspace for running Partner's internal business.

• "Platform Materials" means the Platform, Software, Company Technology and every SDK, library, component, template, connector, starter app and design element that Kilvin provides. Platform Materials include those items as used or embedded in a Partner Application.

• "Program Tier" means Build Partner, Referral Partner or License Partner, as described in Section 3.

• "Sandbox Workspace" means a workspace provisioned for building, testing or demonstration that is not a Live Workspace.

• "Successor" means whoever takes over the End Client relationship after a partnership ends. That is the End Client itself if it contracts directly with Kilvin, or another partner.

• "Suggested Client Price" means the client price for each workspace tier published at kilvin.ai/partners, as updated under Section 15.4.

3. Enrollment and program tiers

3.1 Enrollment. Partner joins by applying and being accepted by Kilvin, then accepting these Partner Terms. Kilvin may accept or decline any applicant at its discretion.

3.2 Tiers. Partner enrolls in one Program Tier:

• Build Partner: builds and operates Partner Applications in Client Workspaces, and pays Kilvin at the Partner Rate (Section 5).

• License Partner: prepays annually for a block of Client Workspaces (Section 6). Everything in these Partner Terms that applies to Build Partners also applies to License Partners, except as Section 6 changes it.

• Referral Partner: introduces prospective End Clients to Kilvin and earns commission (Section 7). Referral Partners don't provision Client Workspaces.

3.3 Changing tiers. Partner may move from Referral Partner to Build Partner at any time by written notice. Other changes need Kilvin's written agreement. Section 7.8 explains what happens to existing referral commissions after a switch.

4. Client Workspaces

4.1 Provisioning. Build Partners and License Partners may provision a Client Workspace for each End Client. A Client Workspace holds one End Client's data only.

4.2 End Client access. Despite Section 2.1 of the Terms of Use, an End Client's employees and contractors may access its Client Workspace as Authorized Users. Partner may provide Partner Applications to End Clients through the Platform. This is the permitted purpose of the Partner Program and is not service-bureau use.

4.3 End Client acceptance. Before the first Client Login in a Client Workspace, an administrator for the End Client must accept Section 15 of the Terms of Use (End Clients of Partners) through the Platform. Kilvin may block Client Logins until that happens. Partner will tell each End Client that its workspace runs on Kilvin and is subject to those terms.

4.4 Partner Personnel access. Partner Personnel may access a Client Workspace only as authorized by the End Client. The End Client's administrator may limit or remove Partner Personnel access at any time. Partner is responsible for everything Partner Personnel do on the Platform.

4.5 End Client data. As between Partner, End Client and Kilvin, the End Client owns the data in its Client Workspace and may export it at any time through the Platform. Partner will use End Client data only to serve that End Client.

4.6 Sandbox Workspaces. Partner may create unlimited Sandbox Workspaces at no charge. Each is limited to 3 users and $10 of AI usage per calendar month, after which AI features pause. Kilvin may archive a Sandbox Workspace after 60 days without activity. A Sandbox Workspace becomes a Live Workspace, and bills as a Client Workspace from that calendar month, as soon as it has a Client Login.

4.7 Protected health information. Partner will not use any Partner Workspace, Client Workspace or Sandbox Workspace to create, receive, maintain or transmit protected health information under HIPAA. The only exception is a workspace Kilvin has approved in writing, where a business associate agreement between Partner and the End Client and a subcontractor business associate agreement between Kilvin and Partner are both in place first.

5. Build Partner fees and billing

5.1 Platform fee. In any calendar month in which Partner's Client Workspace fees at the Partner Rate are below the threshold on the Partner Pricing Page, Partner pays the platform fee shown there. The platform fee covers Partner's Partner Workspace, unlimited Sandbox Workspaces and the first Live Client Workspace the Partner Pricing Page includes with it. The fee is assessed monthly and can stop and start again as Partner's fees change.

5.2 Partner Rates. Each Live Client Workspace bills at the Partner Rate for its tier, as specified on the Partner Pricing Page, and includes the AI usage shown there.

5.3 Partner Plus. In any calendar month in which Partner meets the Partner Plus threshold of Live Client Workspaces on the Partner Pricing Page, all of its Client Workspaces bill at Partner Plus rates for that month. In any other month, the standard Partner Rate applies.

5.4 Annual prepay. Partner may prepay a Client Workspace for 12 months at the annual discount off the standard Partner Rate shown on the Partner Pricing Page. Annual prepay doesn't combine with Partner Plus or Founding Partner pricing; Partner gets whichever single price is lowest. Annual prepayments are non-refundable.

5.5 AI usage. Partner discounts apply to workspace fees only. Each Client Workspace includes the AI usage shown on the Partner Pricing Page. Usage beyond that bills at Kilvin's published AI rate card. Partner may set spending caps for each Client Workspace.

5.6 Partner sets its own prices. Partner alone decides what it charges End Clients. The Suggested Client Price is a suggestion only.

5.7 Billing. Kilvin bills Partner monthly in arrears for Live Client Workspaces and AI overage in the prior month, and monthly in advance for any platform fee. Section 4.2 of the Terms of Use governs payment terms, late charges and taxes.

5.8 Partner pays regardless. Partner owes Kilvin for every Live Client Workspace whether or not the End Client pays Partner. To stop paying for a Client Workspace, Partner must follow the transition process in Section 10.

5.9 Resale and taxes. Kilvin will charge applicable sales and use taxes to Partner unless Partner provides a valid resale or exemption certificate. Partner is responsible for taxes on what it charges End Clients.

6. License Partner blocks

6.1 Blocks. A License Partner prepays annually for a block of Team-tier Client Workspaces, at the block sizes and prices specified on the Partner Pricing Page or in an Order Form. No platform fee applies.

6.2 How usage is counted. Kilvin counts Partner's Live Team-tier Client Workspaces each calendar month. If the count is above the block size, each workspace over the block bills for that month at the block's per-workspace rate.

6.3 Swaps. Any Team-tier Client Workspace counts toward the block. Partner may add and retire Client Workspaces freely, and a new workspace may take the place of a retired one.

6.4 No refunds or rollover. Block fees are non-refundable. Capacity not used in a month doesn't carry over to later months or the next term.

6.5 Other tiers. Starter and Unlimited Client Workspaces of a License Partner bill under Section 5. All of Partner's Live Client Workspaces, in or out of the block, count toward the 10 needed for Partner Plus.

6.6 Renewal. A block renews for another 12 months unless either party gives notice at least 30 days before the term ends. The block price is locked for the first renewal. After that, Kilvin may change the block price by giving notice at least 60 days before a renewal.

7. Referral Partner commissions

7.1 No fee. There's no fee to be a Referral Partner and no billing on Partner's side.

7.2 Qualifying referral. A referral qualifies when Partner introduces a prospect to Kilvin in writing, either through Kilvin's referral form or by email to Kilvin, and the prospect signs a paid subscription directly with Kilvin within 90 days of that introduction.

7.3 Exclusions. A referral doesn't qualify if, at the time of the introduction, the prospect:

• is already a Kilvin customer;

• has had documented sales discussions with Kilvin in the prior 6 months;

• was introduced earlier by another partner; or

• is Partner itself or an affiliate of Partner.

A referral also earns nothing for any period in which the referred client is served through a Build Partner's or License Partner's Client Workspace rather than billed directly by Kilvin.

7.4 Conflicts. If two partners introduce the same prospect, the first documented introduction wins. Kilvin's records decide, applied in good faith.

7.5 Commission. For each qualifying referral, Kilvin pays Partner:

• 20% of Net Collected Revenue from the client's workspace fees and AI usage for 24 months, starting with the client's first paid invoice; and

• 10% of Net Collected Revenue from the client's Managed Development fees for the first 3 months of Managed Development.

"Net Collected Revenue" means amounts Kilvin actually collects from the client, less taxes, refunds, credits and chargebacks.

7.6 Payment. Kilvin pays commission monthly, within 30 days after the end of the month in which it collects from the client. Kilvin pays once Partner's unpaid balance reaches $50; smaller balances carry over. Partner must provide a completed Form W-9 (or the equivalent for its jurisdiction) before the first payout.

7.7 Clawback. If Kilvin refunds or credits a client, or the client charges back, after Kilvin has paid commission on that amount, Kilvin may deduct the commission from future payouts.

7.8 Switching to Build Partner. If Partner becomes a Build Partner, commissions on clients it already referred continue on their original terms while Kilvin bills those clients directly. Commission on a client stops if that client moves into one of Partner's Client Workspaces.

7.9 Disclosure and conduct. Partner will tell each prospect it refers that Partner may be paid by Kilvin for the referral. Partner will not quote prices, terms or commitments on Kilvin's behalf beyond what Kilvin publishes.

7.10 After the partnership ends. Commission on qualifying referrals made before termination continues to be paid on its original terms. The exception is termination for cause, where unpaid commission is forfeited.

8. Founding Partner offer

8.1 Eligibility. A Build Partner that accepts these Partner Terms on or before March 31, 2027 and that Kilvin designates in writing as a Founding Partner.

8.2 Pricing. For 12 months from the date Partner accepts these Partner Terms, Partner receives the Founding Partner pricing specified on the Partner Pricing Page as of that date. After 12 months, standard pricing under Section 5 applies.

8.3 Commitments. In exchange, Partner will:

• join a 30-minute feedback call with Kilvin each month; and

• work with Kilvin on a case study after its first End Client goes live.

8.4 Case study consent. A case study that names or identifies an End Client needs that End Client's written consent. Partner can't give consent on the End Client's behalf. If the End Client declines, Partner meets this commitment with an anonymized case study.

8.5 Missed commitments. If Partner misses two monthly feedback calls in a row, or doesn't take part in a case study within 90 days after its first End Client goes live, Kilvin may end Founding Partner pricing on 30 days' notice. Standard pricing then applies from the next billing month.

9. Partner Applications and intellectual property

9.1 Partner owns Partner Code. Despite Sections 1.1, 3.2 and 3.3 of the Terms of Use, Partner owns the Partner Code it authors, subject to Kilvin's ownership of Platform Materials and to Sections 9.6 and 9.7.

9.2 Kilvin owns Platform Materials. Kilvin owns all Platform Materials, including where they're used in or embedded in a Partner Application. During the term, Kilvin grants Partner a non-exclusive, non-transferable license to use Platform Materials to build, operate and support Partner Applications on the Platform.

9.3 License to Kilvin. Partner grants Kilvin a worldwide, non-exclusive, royalty-free license to host, run, copy, back up, display and modify Partner Code. This license is limited to providing the Service, keeping the Platform secure and compatible, performing Managed Services that Partner or the End Client orders, and carrying out Section 10. It lasts as long as the Partner Application runs on the Platform.

9.4 Export. Partner may export Partner Code through the Platform at any time. Exports are provided as is. A Partner Application may depend on Platform Materials and may not run outside the Platform. No license to Platform Materials outside the Platform is granted, except for open-source components, which are governed by their own licenses. Partner will not tell End Clients that a Partner Application can run independently of the Platform unless Partner has made it do so.

9.5 No reuse by Kilvin. Section 3.4 of the Terms of Use doesn't apply to Partner Code. Kilvin won't copy Partner Code into templates or applications for other customers without Partner's consent. Kilvin may still use usage data as Section 3.5 of the Terms of Use allows, and may independently develop similar functionality.

9.6 Transfer to the End Client. Partner may assign its ownership of the Partner Code for a Partner Application to the End Client it was built for, by notifying Kilvin. After that, the End Client owns that Partner Code for all purposes of these Partner Terms.

9.7 Automatic transfer. Partner assigns to the Successor, effective automatically on the Transition Date under Section 10, all of Partner's rights in the Partner Code for each Partner Application of an End Client that moves to a Successor. If Partner is terminated for cause, this assignment applies to every Partner Application, and the End Client takes ownership where it doesn't move to a Successor. Partner will sign any documents reasonably needed to confirm the assignment, and appoints Kilvin as its attorney-in-fact to sign them if Partner doesn't within 10 days of a request.

9.8 Partner Background Materials. Libraries, components and other materials that Partner created independently of any one End Client and reuses across clients ("Partner Background Materials") aren't assigned under Section 9.7. Partner grants each Successor a perpetual, non-exclusive, royalty-free license to use, modify and run the Partner Background Materials included in a transferred Partner Application, solely as part of that application.

9.9 Later changes. Changes to a Partner Application made by the End Client through self-service, or by Kilvin under Managed Services, become part of that application's Partner Code and belong to its owner at the time, excluding any Platform Materials.

10. Client transitions when a partnership ends

10.1 When this applies. This Section applies to an End Client's Client Workspace when any of these happens (the "Transition Start"):

• these Partner Terms end for any reason;

• Partner gives Kilvin 30 days' notice that it will stop serving that End Client; or

• the End Client tells Kilvin it is ending its relationship with Partner.

10.2 Workspace stays live. For 60 days after the Transition Start (the "Transition Period"), the Client Workspace stays live, its data is preserved and its Partner Applications keep running.

10.3 Who pays. Partner pays for the Client Workspace through the end of the billing month in which the Transition Start falls. From the next billing month, Kilvin may bill the End Client directly at the Suggested Client Price, or the new partner pays once one takes over.

10.4 End Client's options. Kilvin may contact the End Client directly to explain its options. During the Transition Period, the End Client may:

• contract directly with Kilvin at the Suggested Client Price;

• move to another Kilvin partner; or

• export its data and leave the Platform.

The "Transition Date" is the date the End Client contracts directly with Kilvin or another partner takes it on. If the End Client does neither by the end of the Transition Period, Section 5.2 of the Terms of Use applies: the End Client has 30 days to export its data, after which Kilvin may delete it.

10.5 Code. On the Transition Date, ownership of the Partner Code passes to the Successor under Section 9.7. If the End Client leaves the Platform instead, Partner keeps its Partner Code, unless Partner was terminated for cause, in which case ownership passes to the End Client.

10.6 Partner cooperation. During the Transition Period, Partner will:

• cooperate reasonably with the End Client, any Successor and Kilvin;

• provide reasonable documentation of the Partner Applications;

• not remove, disable or degrade any Partner Application; and

• not delete or withhold End Client data.

Kilvin will remove Partner Personnel access to the Client Workspace on the Transition Date, or earlier if the End Client asks.

10.7 Maintenance after transition. Kilvin doesn't maintain a transferred Partner Application unless the Successor buys Managed Maintenance.

11. Partner nonpayment

11.1 Cure period. If Partner doesn't pay an undisputed amount when due, Kilvin will notify Partner, and Partner has 15 days from that notice to pay (the "Cure Period"). During the Cure Period, Kilvin won't suspend any Client Workspace, but it may pause the creation of new ones.

11.2 Uncured nonpayment. If Partner hasn't paid by the end of the Cure Period, that is a material breach, and Kilvin may terminate these Partner Terms for cause effective immediately. The Transition Start under Section 10 is then the end of the Cure Period.

11.3 Contact with End Clients. After the Cure Period ends, Kilvin may contact each affected End Client directly. Kilvin will tell the End Client only that there is a billing issue with Partner that affects its workspace, and offer to bill it directly at the Suggested Client Price or help it move to another partner.

11.4 Workspaces stay live. Client Workspaces stay live during the Transition Period. Kilvin will suspend a Client Workspace only if the End Client declines both direct billing and moving to another partner, and no one is paying for that workspace.

11.5 Amounts owed. Partner remains liable for all fees accrued through the Transition Date, plus the late charges and collection costs in Section 4.2 of the Terms of Use.

12. Partner obligations

12.1 Support. Partner provides first-line support to its End Clients. Kilvin handles platform issues and Partner's escalations, and responds within 24 hours, excluding weekends and U.S. federal holidays. Kilvin may communicate directly with End Clients about platform-wide incidents, security events and Section 10 or 11 matters.

12.2 Maintenance. Kilvin doesn't maintain Partner Applications unless Managed Maintenance is purchased for them. Partner or the End Client may buy Managed Maintenance for any Live Client Workspace.

12.3 Conduct. Partner will comply with applicable law and Kilvin's published policies. Partner will describe Kilvin and the Platform accurately. Partner will not give any warranty or commitment about the Platform (for example on uptime, security, compliance or data handling) beyond what Kilvin publishes.

12.4 Contracts with End Clients. Partner's agreements with its End Clients must not conflict with Section 15 of the Terms of Use. They must not grant End Clients rights in Platform Materials, or any right to keep running Partner Applications on the Platform beyond what Kilvin provides.

12.5 Security. Partner will:

• require multi-factor authentication for all Partner Personnel accounts;

• give Partner Personnel only the access they need;

• remove a person's access within 1 business day after they leave Partner or no longer need it;

• never share accounts or credentials; and

• notify Kilvin within 48 hours after learning of any actual or suspected security incident involving the Platform or End Client data.

12.6 Branding. White-labeling is not offered. The "Built on Kilvin" mark stays visible in every Client Workspace. Kilvin grants Partner a non-exclusive, revocable license to use Kilvin's name and logo, and to call itself a "Kilvin Partner", only as allowed by Kilvin's brand guidelines and only during the term.

12.7 Publicity. Section 3.6 of the Terms of Use applies to Partner, and Kilvin may list Partner in a public partner directory. Kilvin won't publicly identify an End Client without that End Client's consent.

13. Kilvin non-solicitation

13.1 The commitment. While Partner is in good standing, Kilvin won't solicit any End Client with a Live Client Workspace provisioned by Partner to buy Subscription Services or Managed Development directly from Kilvin, or to move to another partner.

13.2 Exceptions. Section 13.1 doesn't restrict Kilvin from:

• responding to an End Client that contacts Kilvin first;

• acting under Section 10 or Section 11;

• providing support, Managed Maintenance or other services the End Client or Partner orders; or

• general marketing not aimed at Partner's End Clients.

14. Warranties, indemnity and liability

14.1 Partner Applications. Kilvin's warranty in Section 6 of the Terms of Use and its indemnity in Section 7 don't cover Partner Code, Partner Background Materials or Partner Applications. The one exception is work Kilvin itself performs on them under Managed Services. Partner Code is treated as not supplied by Kilvin for purposes of Section 7.

14.2 Partner indemnity. Partner will defend and indemnify Kilvin and its officers, employees and contractors against third-party claims, including claims by End Clients, and the resulting losses, damages, settlements and reasonable attorneys' fees, to the extent they arise from:

• Partner Code, Partner Background Materials or Partner Applications, including claims that they infringe or misappropriate another party's rights;

• services Partner provides to End Clients, or Partner's agreements with them;

• statements or commitments Partner makes about Kilvin or the Platform;

• acts or omissions of Partner Personnel; or

• Partner's breach of these Partner Terms or applicable law.

14.3 Liability cap. Section 8 of the Terms of Use applies to Kilvin's liability under these Partner Terms. The cap is the fees Partner paid Kilvin in the 12 months before the event giving rise to liability. The cap doesn't limit Partner's payment obligations, Kilvin's obligation to pay earned commissions, or Partner's obligations under Section 14.2.

14.4 No rights for End Clients under these Partner Terms. End Clients aren't third-party beneficiaries of these Partner Terms. Their rights against Kilvin are only those in Section 15 of the Terms of Use.

15. Term, termination and program changes

15.1 Term. These Partner Terms run month to month. Either party may end them for convenience on 30 days' written notice. Prepaid annual workspaces and license blocks stay in effect, and paid for, through the end of their paid term.

15.2 Termination for cause. Either party may terminate for cause under Section 5.2 of the Terms of Use, and Kilvin may terminate for nonpayment under Section 11. Kilvin may also terminate for cause on written notice, with a 15-day cure period where the breach can be cured, if Partner:

• materially breaches Section 12.5 (security);

• misrepresents Kilvin or the Platform to End Clients or prospects;

• materially misuses Kilvin's name or marks; or

• commits fraud in connection with the Partner Program.

15.3 Effect of termination. When these Partner Terms end:

• Section 10 applies to every Client Workspace;

• Partner's license to Platform Materials ends, except as needed to cooperate during a Transition Period;

• all fees accrued are due; and

• referral commissions are handled under Section 7.10.

15.4 Program changes. Kilvin may change these Partner Terms or partner pricing on 30 days' notice. Changes apply from the first billing month after the notice period ends. They don't affect prepaid annual terms, the renewal price lock on license blocks, or Founding Partner pricing during its 12 months. If Partner doesn't accept a change, it may terminate before the change takes effect.

15.5 Survival. Sections 7.6, 7.7, 7.10, 9.3, 9.7, 9.8, 10, 11.5, 14 and 16, and any other provision that by its nature should survive, survive termination.

16. General

16.1 Notices. Notices under these Partner Terms follow Section 9 of the Terms of Use. Kilvin may give operational and billing notices by email to Partner's account administrator.

16.2 Assignment. Partner may not assign these Partner Terms, or transfer its End Client relationships as a group, without Kilvin's written consent, which Kilvin won't unreasonably withhold for a sale of Partner's business. Assignment of Partner Code under Sections 9.6 and 9.7 doesn't need consent.

16.3 Governing law. Governing law, venue and the jury-trial waiver in Section 9 of the Terms of Use apply.

16.4 Entire program terms. These Partner Terms, the Terms of Use and any Order Form are the entire agreement about the Partner Program. The partner page at kilvin.ai/partners summarizes them, and these Partner Terms control if the two differ.