Terms of Use

These Terms of Use ("Terms") are a legal agreement between Chorrie, Inc. d/b/a Kilvin, with a place of business at 122 Greenwich Ave, New York, NY 10011 ("Company," "Kilvin," "we," "us," or "our"), and the customer accessing or using the Service ("Customer," "you," or "User"). These Terms, together with any Platform Subscription Order Form ("Order Form"), any Statement of Work ("SOW"), and any exhibits or supplemental terms referenced herein, form the agreement between the parties governing the Service (the "Agreement"), and contain, among other things, warranty disclaimers, liability limitations, and use limitations.

The Service consists of the Subscription Services and Professional Services described below, made available through the Kilvin Platform — including custom Applications built for Customer and Applications Customer builds or configures itself using the Platform's self-service functionality — together with Company's websites and related documentation (collectively, the "Service").

By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If Customer has entered into a signed Master Services and Platform Agreement ("MSA") with Company, that MSA and its Order Forms and SOWs govern and control over these Terms.

Definitions

"AI Tools" means third-party artificial intelligence models, tools, services or features that may be used with or made available through the Platform or Subscription Services.

"Applications" means the internal software applications, workflows, configurations, interfaces, automations, prompts, reports, dashboards or other functionality made available to Customer through the Platform, whether built for Customer by Company under an Order Form or SOW or built or configured by Customer using the Platform's self-service functionality.

"Authorized Users" means Customer's employees and contractors authorized by Customer to access the Subscription Services for Customer's internal business purposes, subject to any usage limits set forth in the applicable Plan, Order Form or SOW.

"Company Technology" means the Platform, Applications, Software, workflows, prompts, configurations, reusable components, templates, connectors, know-how, methods, processes, improvements, enhancements, modifications, inventions and other technology used, developed or provided by Company, excluding Customer Data and Customer Materials.

"Customer Data" means the non-public data provided by Customer to Company, or processed through the Service on Customer's behalf, to enable the provision of the Subscription Services or Professional Services.

"Customer Materials" means materials, content, documents, requirements, specifications, data sources, systems access, credentials, instructions, methodologies, models and other information provided by or on behalf of Customer to Company in connection with the Agreement.

"Order Form" means a Platform Subscription Order Form or other ordering document under which Customer subscribes to a Plan or the Subscription Services.

"Plan" means the subscription tier Customer selects (for example, Free, Build, Scale, or Enterprise), as described on Company's pricing page or in an Order Form.

"Platform" means Company's hosted platform, workspace and related technology through which Customer accesses the Subscription Services and Applications.

"Professional Services" means application development, implementation, configuration, integration, training or other professional services provided by Company under an SOW or a managed add-on.

"SOW" means a statement of work, work order or similar ordering document that describes Professional Services, Applications or related deliverables, fees, assumptions, timelines and dependencies.

"Subscription Services" means Customer's hosted access to the Platform, Workspace and Applications during the applicable subscription term.

"Third-Party Services" means third-party products, services, data sources, models, APIs, applications, integrations or hosting services that are not owned or controlled by Company.

"Workspace" means the Customer-dedicated hosted workspace or environment within the Platform made available to Customer for use of the Subscription Services and Applications, in which Customer Data is logically isolated from data of other Company customers.

1. Subscription Services; Professional Services

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Subscription Services and any Professional Services set forth in the applicable Plan, Order Form or SOW. Applications are built for Customer on, or built or configured by Customer using, Company's Platform and made available through the Subscription Services, and Customer's access to the Platform, Workspace and Applications is hosted access only during the applicable subscription term. Company will not deliver source code, application code, object code, standalone copies of any Applications or standalone products unless expressly stated in an SOW. Self-service application development, modification or prototyping functionality is available as part of the Subscription Services and is subject to this Agreement and Customer's Plan. As part of the registration process, Customer will identify an administrative user name and password for Customer's Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company's then-current support terms or the applicable Order Form or SOW.

1.3 Company will provide Professional Services under SOWs executed by the parties. Each SOW will describe, as applicable, the scope of work, Applications, milestones, acceptance criteria, Customer dependencies, data sources and integrations, fees, timelines, assumptions and any out-of-scope items. Applications may evolve during the Term based on Customer feedback, regulatory changes, Third-Party Services, platform improvements, security requirements, operational needs and Company's development roadmap. Each new Application built by Company must be scoped, priced and delivered under its own SOW unless otherwise expressly stated. Significant changes to an existing Application, including new features, material scope expansion, integrations not contemplated in the original SOW or other work outside the scope of the applicable SOW, require an SOW extension, amendment, new SOW, change order or other written agreement of the parties, as mutually agreed by the parties. Unless an SOW expressly states otherwise, Professional Services are dependent on Customer maintaining an active subscription to the applicable Subscription Services.

1.4 Customer is responsible for timely providing all Customer Materials, data, systems access, Third-Party Service access, credentials, consents, approvals, decisions and other inputs reasonably required for Company to perform. Company's performance, timelines and delivery obligations are dependent on Customer's timely provision of such items and on the accuracy, completeness and usability of Customer-provided inputs. Company will not be responsible for delays, failures or non-conformities caused by Customer's failure to provide required items or by the unavailability, limitation or loss of required access, credentials, consents or permissions.

2. Use Restrictions and Responsibilities

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Subscription Services, Platform, Applications or any software, documentation or data related to the Subscription Services ("Software"); modify, translate, or create derivative works based on the Subscription Services, Platform, Applications or any Software (except to the extent expressly permitted by Company or authorized within the Subscription Services); use the Subscription Services, Platform, Applications or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; allow prospects, investors, customers of Customer or other third parties to access the Subscription Services, Platform or Applications except as expressly permitted in an Order Form or SOW; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Subscription Services.

2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the Subscription Services, Platform, Applications, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are "commercial items" and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

2.3 Customer represents, covenants, and warrants that Customer will use the Subscription Services, Platform, Applications and any outputs only in compliance with Company's standard published policies then in effect (the "Policy") and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys' fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer's use of Subscription Services, Platform, Applications or outputs. Although Company has no obligation to monitor Customer's use of the Subscription Services, Platform or Applications, Company may do so and may prohibit any use of the Subscription Services, Platform or Applications it believes may be (or alleged to be) in violation of the foregoing.

2.4 Company provides software tools and technology services only. Unless expressly stated in an SOW, Company does not provide investment advice, financial advice, legal, tax, accounting or compliance advice, portfolio management, brokerage services, supervisory review or regulatory recordkeeping. Customer is responsible for its strategies, assumptions, projections, holdings data, methodologies, disclosures, regulatory obligations, approvals, client communications and use of any outputs from the Subscription Services, Platform or Applications.

2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Subscription Services, Platform or Applications, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), Customer Materials, Customer Data and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.6 The Subscription Services, Platform and Applications may interoperate with or depend on Third-Party Services. Company does not control and is not responsible for Third-Party Services, including their availability, security, functionality, outputs or changes. Customer is responsible for obtaining and maintaining any required rights, accounts, credentials, consents and permissions for Third-Party Services used with the Subscription Services, Platform or Applications.

3. Confidentiality; Proprietary Rights

3.1 Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Subscription Services, Platform, Applications and Company Technology. Proprietary Information of Customer includes Customer Materials and non-public data provided by Customer to Company to enable the provision of the Subscription Services or Professional Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Subscription Services or Professional Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof; provided that trade secrets will remain subject to the confidentiality obligations for so long as they remain trade secrets under applicable law and Customer Data and Customer Materials will remain subject to the confidentiality obligations until returned, deleted or de-identified in accordance with this Agreement; or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data and Customer Materials. Company shall own and retain all right, title and interest in and to (a) the Subscription Services, Platform, Applications, Software, source code, application code, object code and Company Technology, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, workflows, prompts, configurations, reusable components, templates, connectors, know-how or other technology developed in connection with Professional Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 During the applicable subscription term and subject to this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Subscription Services, Platform, Workspace and Applications solely for Customer's internal business purposes and in accordance with the applicable Plan, Order Form or SOW. Customer receives hosted access only and does not receive ownership of, or any right to receive, download, export or use outside the Subscription Services, any source code, application code, object code, standalone application, deliverable or other Company Technology. Except as expressly stated in an SOW, no Applications, Professional Services or other work will be treated as work made for hire or assigned to Customer.

3.4 Company may use and reuse non-Customer-specific learnings, ideas, concepts, know-how, workflows, functionality, techniques, components, templates, prompts, configurations and improvements for any purpose, including for other customers in the same industry, provided Company does not use or disclose Customer Data, Customer Materials or Customer's Proprietary Information in violation of this Agreement.

3.5 Notwithstanding anything to the contrary, Company shall have the right to collect, analyze and use usage, performance, operational, diagnostic, technical and statistical data and other information relating to the provision, use, security, performance and operation of the Subscription Services, Platform, Applications and related systems and technologies, including information concerning Customer Data and data derived from Customer Data, to provide, maintain, secure, support, improve and develop the Subscription Services, Platform, Applications and other Company offerings. Company may use and disclose such information during and after the Term solely in aggregate, de-identified or other non-Customer-identifying form in connection with Company's business, provided that Company will not disclose Customer Data, Customer Materials or Customer Proprietary Information except as permitted under this Agreement. Company's use of AI Tools remains subject to Section 3.7. No rights or licenses are granted except as expressly set forth herein.

3.6 Company may identify Customer by name and logo on Company's website, customer lists, pitch decks, case studies, presentations, proposals and other marketing or sales materials unless Customer notifies Company in writing that Customer opts out of such use. Company may demo or show screenshots, workflows, user interface elements and non-confidential descriptions of Applications to prospective customers using placeholder, anonymized, obfuscated or non-Customer data, provided Company does not disclose Customer Data, Customer Materials or Customer Proprietary Information unless Customer separately approves. Company will not issue a press release or publish a detailed case study identifying Customer without Customer's prior written approval.

3.7 Company will not submit Customer Data, prospect data, investment data, Customer Materials or Customer Proprietary Information to third-party AI model providers unless authorized by Customer, an applicable Order Form or SOW, or Customer-enabled Platform settings (including by Customer's use of AI features or the AI Usage Pool). Platform functionality may allow Customer or its Authorized Users to send requests or data to AI Tools, subject to supplemental terms, Platform settings or other controls made available by Company. Customer is responsible for reviewing and approving any Customer-enabled use of AI Tools and Third-Party Services.

4. Plans, Fees & Payment

4.1 Customer will pay Company the then applicable fees described in the Plan, Order Form or SOW for the Subscription Services and Professional Services in accordance with the terms therein (the "Fees"). If Customer's use of the Subscription Services exceeds the service capacity or usage allowances set forth in the applicable Plan or Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement, a Plan, an Order Form or SOW), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Any fee waiver applies only to the specific Fees expressly identified in the applicable Order Form or SOW, and a waived application build fee does not waive platform subscription fees, future application fees, enhancements, integrations, change requests, additional modules or future SOWs unless expressly stated. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the then-current term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company's customer support department.

4.2 Recurring subscriptions are processed by Company's payment processor (for example, Stripe) and auto-renew until canceled. Company may also choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in suspension or termination of the Subscription Services. Customer shall be responsible for all taxes associated with Subscription Services and Professional Services other than U.S. taxes based on Company's net income. Unless required by law or stated otherwise in an Order Form or SOW, Fees (including subscription and overage Fees) are non-refundable.

4.3 Plans. The Subscription Services are offered under tiered Plans (currently Free, Build, Scale, and Enterprise). Each Plan provides access to platform features and includes usage allowances and limits — for example, the number of Authorized Users, file-storage capacity, database-row capacity, and a monthly AI usage allowance — as described on Company's pricing page or in an applicable Order Form. Paid Plans are billed in advance on a recurring basis (monthly unless otherwise stated). Some Plans are billed per Authorized User, with Fees based on the number of users in Customer's Workspace, and others are billed at a flat rate; Enterprise pricing is set out in an Order Form. Adding users or upgrading mid-cycle may result in prorated or additional charges. Company may add, modify, rename, or discontinue Plans, or adjust pricing, on a prospective basis.

4.4 AI usage. Each Plan includes a shared monthly allowance of AI usage (the "AI Usage Pool") covering AI used to build and operate Customer's Applications, metered in U.S. dollars. The AI Usage Pool is shared across Customer's Workspace rather than a fixed per-user cap. Usage beyond the included allowance is billed as overage at Company's then-current rates, unless Customer has set a spending cap, in which case AI features may pause when the cap is reached. Where offered (for example, on Enterprise), Customer may instead supply its own AI provider key ("Bring Your Own Key"), in which case Customer is responsible for its provider's terms, rates, and charges. Customer's use of AI Tools remains subject to Section 3.7.

4.5 Usage limits. Plans are subject to limits, including file storage, database rows, and Authorized User counts. If Customer reaches or exceeds a Plan's limits, Company may require Customer to upgrade, and certain actions may be restricted until Customer does; capacity limits may prevent additional usage until Customer upgrades or reduces usage.

4.6 Managed services. Company offers optional managed add-ons.

Managed Maintenance provides ongoing upkeep of Customer's existing Applications, with a 24-hour response SLA (excluding weekends and U.S. federal holidays). Managed Maintenance covers:

• Bug fixes;

• Error correction;

• System troubleshooting; and

• Compatibility updates required by browser, operating system, mobile device, cloud provider, API provider, or third-party service changes.

Managed Maintenance does not include new features, material scope expansion, new integrations, additional modules, or other enhancements, each of which requires an SOW, SOW extension, change order, or Managed Development as set forth in Section 1.3.

Managed Development provides dedicated development of new Applications, generally billed per active project, with daily progress updates on active projects (excluding weekends and U.S. federal holidays).

Managed add-ons require an active Scale (or higher) subscription and are billed as described on Company's pricing page or in an Order Form. Response-time targets for managed add-ons describe support responsiveness and are not an uptime or availability guarantee (see Section 6).

5. Term and Termination

5.1 Unless an Order Form or signed MSA specifies a fixed Initial Subscription Term, paid subscriptions are month-to-month, commence on the date Customer subscribes, and automatically renew for successive monthly periods until canceled (collectively, the "Term"); Customer may cancel a month-to-month subscription at any time, effective at the end of the then-current monthly billing period. Where an Order Form or MSA specifies a fixed Initial Subscription Term, this Agreement is for that Initial Subscription Term and shall be automatically renewed for additional periods of the same duration as the Initial Subscription Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. Each SOW will remain in effect for the period specified therein unless earlier terminated in accordance with this Agreement or the applicable SOW.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement or any SOW upon thirty (30) days' notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement or the applicable SOW. Customer will pay in full for the Subscription Services and Professional Services up to and including the last day on which the Subscription Services or Professional Services are provided. Upon expiration or termination of this Agreement or the applicable Order Form or SOW, Customer's access to the Platform, Workspace and Applications will end, and Company will have no obligation to provide Customer with source code, application code, object code, platform technology, standalone products or standalone copies of any Applications. Upon any termination, Company will make Customer Data available to Customer for electronic retrieval or export for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, ownership provisions, warranty disclaimers, and limitations of liability.

6. Warranty and Disclaimer

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Subscription Services in a manner which minimizes errors and interruptions in the Subscription Services and shall perform the Professional Services in a professional and workmanlike manner. Subscription Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SUBSCRIPTION SERVICES, PLATFORM, APPLICATIONS, AI TOOLS, THIRD-PARTY SERVICES OR OUTPUTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SUBSCRIPTION SERVICES, PLATFORM, APPLICATIONS AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. No uptime or availability commitment applies unless set out in a separate signed SLA; any response-time target described for a managed add-on (such as Managed Maintenance) is a support response target and is not an uptime, availability, or resolution guarantee.

7. Indemnity

Company shall hold Customer harmless from liability to third parties resulting from infringement by the Subscription Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Subscription Services, Platform, Applications or Company Technology (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer Data, Customer Materials, Customer specifications or Customer instructions, (iii) that are modified after delivery by Company, (iv) combined with other products, processes, data, AI Tools, Third-Party Services or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Subscription Services, Platform, Applications or Company Technology is not strictly in accordance with this Agreement, an Order Form or SOW. If, due to a claim of infringement, the Subscription Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Subscription Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Subscription Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the affected Subscription Services.

8. Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT, TECHNOLOGY, AI TOOL AND THIRD-PARTY SERVICE SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, OUTPUTS OR CUSTOMER MATERIALS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL, INCLUDING THIRD-PARTY SERVICES OR AI TOOLS; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SUBSCRIPTION SERVICES AND PROFESSIONAL SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. If there is a conflict among the documents comprising this Agreement, the following order of precedence will apply: (a) the applicable Order Form; (b) the applicable SOW; (c) any supplemental AI terms, support terms, security terms or other supplemental terms expressly incorporated by reference; and (d) these Terms, except that a signed MSA controls over these Terms and a lower-priority document will control if it expressly states that it is amending a higher-priority document. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York for any action, claim or proceeding arising out of or relating to this Agreement, any Order Form, any SOW or the transactions contemplated hereby. Each party irrevocably waives any objection to jurisdiction or venue in those courts, including any objection based on inconvenient forum. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY ORDER FORM OR ANY SOW. Each party acknowledges that a breach of the confidentiality, ownership, license or use restriction provisions may cause irreparable harm. The non-breaching party may seek injunctive or other equitable relief without posting bond, in addition to any other available remedies. Neither party will be liable for any delay or failure to perform, other than payment obligations, due to events beyond its reasonable control, including internet, hosting, utility, Third-Party Service or AI Tool failures. Company may use affiliates, contractors, subcontractors and service providers to perform this Agreement, provided Company remains responsible for their performance of Company's obligations under this Agreement. There are no third-party beneficiaries under this Agreement, and no person or entity other than the parties has any right to enforce any provision of this Agreement. This Agreement, any Order Form and any SOW may be executed in counterparts, each of which will be deemed an original. Signatures delivered electronically, including by PDF or electronic signature platform, will be deemed original signatures. No failure or delay by either party in exercising any right under this Agreement will operate as a waiver of that right. Any waiver must be in writing and will apply only to the specific instance for which it is given. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request, and Company may identify Customer and use Customer's name and logo as set forth in Section 3.6. Open-source components are governed by their own licenses.

The sections below are specific to Customer's online use of the Service and supplement the terms above. Where Customer has a signed MSA, the MSA and its Order Forms and SOWs control.

10. Eligibility & Accounts

You must be at least 18 years old and authorized to bind your organization to use the Service. You are responsible for all activity under your account and within your Workspace, including activity by Authorized Users you invite or provision. We may require identity or entity verification to enable certain features.

11. Customer Data, Privacy & Regulated Data

If you provide credentials for third-party systems (e.g., custodians, CRMs, data providers), we store them encrypted at rest, and you are responsible for the accuracy, rotation, and revocation of your secrets. Processing PHI or other HIPAA-regulated data is permitted only under a signed Business Associate Agreement (BAA) with Kilvin. Clients in wealth management and other regulated verticals are responsible for ensuring their use of the Service complies with applicable regulatory obligations (e.g., SEC, FINRA, state regulators); we will cooperate in good faith on reasonable compliance requirements set out in an SOW. For clients under a signed BAA or enterprise agreement, we will configure AI provider(s) with zero-data-retention where available. See our Privacy Policy for how we collect and use personal data.

12. SMS Notifications

The Kilvin platform supports SMS notifications for client applications. We enable SMS notifications only in certain custom applications built under an SOW where a Client has requested them, and they are not available in every deliverable. Where enabled, SMS notifications provide optional, transactional text alerts relating to activity in an app within your Kilvin workspace, such as task, status, or other event notifications. An authorized user must enable SMS for the relevant app and provide a valid mobile number through the Service.

Message frequency varies according to the configuration of each application and the Client's requirements. Message and data rates may apply depending on your mobile carrier and plan. Kilvin does not impose a charge for SMS notifications, but your carrier may charge for messages you send or receive.

You may stop receiving messages at any time by replying STOP to any message, and you may reply HELP for support. You may also stop receiving messages for a custom application, or request assistance, by contacting your Kilvin customer success manager. SMS delivery depends on third-party providers and the availability of supported carriers, each of which may change. Carriers are not liable for delayed or undelivered messages, and we do not guarantee that any message will be delivered.

13. Changes to These Terms

We may modify or discontinue the Service at any time. We may update these Terms; material changes will be posted with a new "Last Updated" date, and continued use after changes become effective constitutes acceptance. These Section 10–14 online terms do not override a signed MSA, which is amended only as provided in that MSA.

14. Contact

Legal notices: legal@kilvin.ai · Privacy inquiries: privacy@kilvin.ai · Support: support@kilvin.ai

Address: Chorrie, Inc., 122 Greenwich Avenue, Apt 4, New York, NY 10011, USA