Partner program agreement

This Master Partner Program Agreement ("Agreement") governs your participation in the Swirls Partner Program (the "Program"), operated by ByteSlice, LLC., a Delaware limited liability company doing business as Swirls ("Swirls," "Company," "we," "us," or "our"). It is entered into between Swirls and the entity or individual that subscribes to a Program, accepts an invitation to a Program, or otherwise participates in a Program ("Partner," "you," or "your").

By participating in the Program in any way permitted under this Agreement, including by subscribing to a paid Program plan or accepting a Program invitation, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.

Swirls is the platform for building agentic systems as code, delivered as a hosted, closed-source service (Swirls Cloud). Partners help organizations adopt, build on, and operate Swirls. This Agreement sets the baseline terms for every Program. The Referral Partner Program and the Technology Partner Program carry additional terms in a Program Addendum, which supplements this Agreement. The MSP Partner Program does not require a Program Addendum; its commercial terms are set out in this Agreement and confirmed in your Order.

1. Formation and Acceptance

1.1 MSP Partner Program

You become a Partner in the MSP Partner Program, and this Agreement becomes binding on you with respect to that Program, when you subscribe to the MSP Partner plan through Swirls Cloud and accept this Agreement as part of that checkout flow. Participation in the MSP Partner Program does not require an application, and Swirls does not exercise discretion to accept or decline a subscription to the MSP Partner plan beyond the standard account eligibility requirements in the Service Terms, such as age and sanctions requirements. No Program Authorization is issued or required for the MSP Partner Program.

1.2 Referral Partner and Technology Partner Programs

Participation in the Referral Partner Program or the Technology Partner Program is by invitation. Swirls reviews and accepts or declines participation in these Programs in its sole discretion. You become a Partner in one of these Programs when Swirls issues you a Program Authorization or you accept the applicable Program Addendum, and that Program Authorization or Program Addendum identifies the specific Program you are authorized to participate in.

2. Programs

Swirls offers the following Programs. The terms specific to each Program are set out below and, where applicable, in a Program Addendum.

2.1 MSP Partner

The MSP Partner Program is Swirls' self-serve program for managed service providers, agencies, and forward-deployed teams that operate Swirls on behalf of Clients. Under this Program, you create and operate a Client Workspace, as described in Section 3, for each Client, and you resell, bundle, or otherwise incorporate the Service into your own services to that Client. Swirls sells and bills only you; Swirls does not sell to, bill, or contract with your Clients. Your access under the MSP Partner Program, including the number of Client Workspaces, included Execution Credits, and available add-ons such as White-Label, is governed by the plan and Order you select, as described on the Swirls pricing page.

2.2 Referral Partner

You refer prospective customers to Swirls. Swirls sells, contracts with, and bills the customer directly. You may earn a referral fee for qualified opportunities that convert to paid subscriptions, as set out in Section 7 and the applicable Program Addendum.

2.3 Technology Partner

You build and maintain integrations, connections, or complementary products that interoperate with Swirls. You are responsible for your own product, its security, and its support.

2.4 Program Tiers and Benefits

Swirls may organize Partners in the Referral Partner Program and the Technology Partner Program into performance-based tiers, and may raise or lower a Partner's tier based on performance, certification status, and compliance with this Agreement. Benefits vary by Program and tier and may include referral fees, sandbox access, co-marketing, technical enablement, and listing on the Partner Site. Swirls may modify the qualifying criteria for a benefit, discontinue a benefit, or adjust the Partner Portal on reasonable notice and in its sole discretion, subject to any commitments in an active Program Addendum. The MSP Partner Program is not tiered; its benefits are those included in the plan and any add-ons you subscribe to.

Except as expressly authorized under the MSP Partner Program (Section 2.1 and Section 3) or a Program Addendum, this Agreement does not authorize you to resell, sublicense, or rebrand the Service.

3. Client Workspaces

This Section applies to your participation in the MSP Partner Program. A "Client" is a customer or prospective customer for whom you create and operate a "Client Workspace," a project workspace within the Service that you configure and operate for that Client. You may create and operate a Client Workspace only for a Client for whom you have obtained the authority described below.

You represent and warrant, for each Client Workspace you create, that you have obtained from the applicable Client all authority necessary to create and operate that Client Workspace on the Client's behalf and to submit that Client's data, including any Personal Data, to the Service.

You shall ensure that your use of each Client Workspace, and each Client's use of the outcomes you deliver through it, complies with the Service Terms and the Acceptable Use Policy as if the Client were bound directly by those documents. You are responsible for communicating and enforcing those obligations against each Client.

You are responsible for the acts and omissions of each Client, and each Client's users, in connection with a Client Workspace as if they were your own acts and omissions, including for purposes of Section 8 (Partner Obligations and Restrictions), Section 12 (Compliance, Representations, and Warranties), and Section 19 (Indemnification).

Swirls is not a party to, and has no obligation or liability under, any agreement between you and a Client. Swirls does not set, review, approve, or restrict the fees or terms you charge a Client, and you are solely responsible for your commercial relationship with each Client.

You shall not represent to a Client that Swirls is a party to your agreement with that Client, or state or imply that Swirls provides any warranty, service level, or support commitment to a Client beyond what Swirls publishes generally for the Service. You have no authority to make a commitment on Swirls' behalf to any Client, prospect, or other third party.

4. Data Protection and Client Data

Swirls processes data submitted to a Client Workspace, including Personal Data, to provide the Service, in accordance with the Data Processing Agreement, which is incorporated by reference under Section 28. As between you and Swirls, you are the "Customer" under the Data Processing Agreement with respect to data processed through your Client Workspaces, and Swirls processes that data as described there.

You are solely responsible for providing any notices to, and obtaining any consents from, each Client and each Client's data subjects that are required under Applicable Data Protection Law before you or the Client submit their Personal Data to a Client Workspace. You are the point of contact for your Clients and their data subjects on matters relating to that Personal Data, consistent with your role under the Data Processing Agreement.

If this Agreement and the Data Processing Agreement conflict as to the processing of Personal Data, the Data Processing Agreement controls.

5. White-Label Add-On

If you subscribe to the White-Label add-on for the MSP Partner Program, Swirls grants you a limited, revocable, non-exclusive, non-sublicensable right, for as long as that add-on subscription remains active, to present the Service to your Clients under your own brand name, logo, and domain, as configured through the Partner Portal.

The White-Label add-on does not:

• transfer any ownership interest in the Service, the Swirls Marks, or the underlying technology to you;
• permit you to remove, obscure, or alter a legal notice, attribution, or copyright notice that Swirls requires to remain visible in the Service, including in audit records or required disclosures;
• permit you to represent that you, rather than Swirls, own or developed the Service; or
• permit you to sublicense, assign, or extend the white-label right to any third party, including a reseller or subcontractor of yours.

If the White-Label add-on subscription ends, you shall promptly stop presenting the Service under your own brand and revert to Swirls' standard branding, or stop presenting the Service to Clients entirely, within a reasonable period Swirls specifies, or immediately if continued use would mislead a Client.

The rights granted in this Section are separate from, and do not expand, the Marks license in Section 10.

6. Fees, Payment, and Taxes

The fees for the MSP Partner Program, including the base subscription fee, the per-Active-Client-Workspace fee, Execution Credit overage rates, and the White-Label add-on fee, are described on the Swirls pricing page and confirmed in your Order at checkout. Swirls may change these fees prospectively. A fee change takes effect no earlier than the start of your next billing cycle after Swirls provides notice, consistent with the Service Terms.

You authorize Swirls to charge the payment method on file for all fees under the MSP Partner Program, or, where Swirls agrees to invoice you, to invoice you under the payment terms stated in your Order. You shall keep your payment and billing information current.

All fees are exclusive of taxes. You are responsible for all taxes associated with your participation in the MSP Partner Program, other than taxes on Swirls' net income, and shall provide any tax documentation Swirls reasonably requests.

If payment fails or your account becomes delinquent, Swirls may suspend your access, and the access of your Client Workspaces, to the Service in accordance with the Service Terms until the outstanding balance is resolved.

This Agreement does not obligate Swirls to pay you any amount for your participation in the MSP Partner Program or the Technology Partner Program. Swirls' only payment obligation to you under this Agreement is for earned referral fees under the Referral Partner Program, as described in Section 7.

7. Referral Fees

A referral fee is payable to you only if you participate in the Referral Partner Program under a Program Addendum, and only as set out in that Program Addendum. A referral fee is earned only on a qualified opportunity that meets the conditions in the applicable Program Addendum, including that the customer enters into a paid subscription, pays Swirls in full, and is not in breach. Swirls may withhold or recover amounts attributable to refunds, chargebacks, cancellations, or fraud.

Referral fees are exclusive of taxes. You are responsible for any withholding tax applicable to amounts paid to you and shall provide any tax documentation Swirls reasonably requests before payment.

8. Partner Obligations and Restrictions

8.1 Enablement and Collaboration

You agree to complete any training or certification that Swirls reasonably requires for your Program and tier. On Swirls' reasonable request, you agree to meet periodically, in person or by video conference, to review the status of the relationship and any active opportunities.

8.2 Conduct

You agree to conduct yourself professionally and competently and to represent Swirls accurately. You shall not:

• resell, sublicense, or rebrand the Service except as expressly authorized under the MSP Partner Program or a Program Addendum;
• make any false, misleading, deceptive, disparaging, or unfair statement about the Service, its features, security model, pricing, availability, or about your relationship with Swirls;
• misrepresent the Service's cryptographic governance, access controls, or any other capability, or make any commitment, warranty, or guarantee about the Service on Swirls' behalf;
• make any commitment, warranty, service level, or guarantee to a Client on Swirls' behalf beyond what Swirls publishes generally for the Service;
• engage in any activity that damages the Swirls brand or reputation;
• bid on Swirls branded keywords in paid search or other paid advertising, or register domain names that are confusingly similar to the Swirls Marks; or
• distribute unsolicited bulk communications that reference Swirls.

You have no authority to negotiate or enter into any contract on Swirls' behalf, to act as Swirls' agent, or to bind Swirls, whether to a Client or any other third party, without Swirls' express prior written authorization.

9. Partner Portal and Sandbox Access

9.1 Partner Portal

Swirls may provide a Partner Portal to support your participation in the Program. You may use the Partner Portal only to manage the relationship and to comply with this Agreement. The Partner Portal may contain links to third-party sites. Swirls is not responsible for third-party content and is not liable for any loss arising from it.

Where the Partner Portal supports a Partner profile, you agree that the information you submit is truthful, accurate, and current. Swirls may use, reproduce, and display your profile to operate and promote the Program.

You are responsible for all activity under your Partner Portal credentials and for keeping those credentials confidential. You agree to notify Swirls promptly if you suspect that any credential has been lost, stolen, disclosed, or otherwise compromised.

9.2 Sandbox Access

Swirls may provide sandbox or non-production access to the Service for your internal use in learning, building, and demonstrating Swirls. Sandbox access is provided for that purpose only.

You shall not submit production customer data or regulated data to a sandbox environment, and you shall use sandbox access in accordance with the Service Terms and the Acceptable Use Policy. Sandbox access is non-transferable and may be modified or terminated at any time.

10. Marks and Content

10.1 Marks

Subject to this Agreement and the Branding Guidelines, Swirls grants you a limited, revocable, non-exclusive, non-assignable, and non-transferable right to use the Swirls Marks solely to promote your participation in the Program and the Service. All goodwill arising from your use of the Swirls Marks inures to Swirls. You shall not use the Swirls Marks in any way that misrepresents the relationship between the parties, that is associated with unlawful, harmful, defamatory, obscene, harassing, or otherwise objectionable content, or that adopts a confusingly similar or combination mark. Swirls may require you to discontinue any non-compliant use immediately.

10.2 Content

Swirls may make Program Content available to you. You may reproduce and distribute Program Content solely to promote your participation in the Program. You shall not modify Program Content, create derivative works from it, sublicense it, or transfer it to any third party except as expressly authorized.

10.3 Rights Granted

Each party warrants that it has the rights necessary to grant the limited rights set out in this Section 10. All rights not expressly granted are reserved by the granting party.

11. Relationship of the Parties

The parties are independent contractors. This Agreement does not create any joint venture, agency, fiduciary, employment, or partnership relationship between the parties. The word "partner" refers only to participation in the Program and does not create a legal partnership.

The Program is non-exclusive. Swirls may enter into similar relationships with other parties, including your competitors, on the same or different terms. You confirm that your entry into and performance of this Agreement does not conflict with any other duty or obligation you owe.

12. Compliance, Representations, and Warranties

12.1 Privacy

Each party shall comply with all Applicable Data Protection Laws. You are solely responsible for providing any legally required notices to, and obtaining any legally required consents from, individuals before you share their Personal Data with Swirls. Where you process Personal Data of a Client or a Client's data subjects in connection with a Client Workspace, Section 4 (Data Protection and Client Data) governs in addition to this Section.

12.2 Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Each party represents that it has not and will not offer, promise, or provide any bribe, kickback, or improper payment or thing of value to any government official or other person to obtain an improper advantage in connection with this Agreement. Each party shall promptly notify the other of any violation. Swirls may terminate this Agreement immediately on written notice for a violation of this Section, without liability.

12.3 Export and Sanctions

Each party shall comply with all applicable export control and economic sanctions laws. You shall not export, re-export, or provide any Program Content or the Service to any sanctioned person, entity, or country, or for any prohibited end use. You represent that you are not a Sanctions Target and are not otherwise prohibited from receiving the Service or Program Content.

12.4 Representations

You represent and warrant that you have obtained and will maintain all permits, licenses, registrations, and authorizations required to perform your obligations under this Agreement, including to create and operate Client Workspaces under Section 3, and that you will comply with all Applicable Law. Each party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations under it.

13. Ownership

You own all right, title, and interest in your own marks and content, including all associated intellectual property rights.

Swirls owns all right, title, and interest in the Swirls Marks, the Program Content, the Service, the Documentation, and any Feedback, including all associated intellectual property rights. All rights not expressly granted in this Agreement are reserved by the granting party.

14. Confidentiality

"Confidential Information" means information that one party (the "Discloser") discloses to the other (the "Recipient") that is designated as confidential or that a reasonable person would understand to be confidential, including technology, security architecture, roadmaps, business plans, pricing, customer and prospect information, and the terms of this Agreement. Confidential Information does not include information that the Recipient can show was known to it without obligation before disclosure, was independently developed without use of the Discloser's Confidential Information, was rightfully obtained from a third party without restriction, or is or becomes public through no fault of the Recipient.

The Recipient shall not use the Discloser's Confidential Information outside the scope of this Agreement, and shall not disclose it except to its employees, agents, contractors, and service providers who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, where permitted, it gives the Discloser reasonable advance notice so the Discloser may seek protective relief. The Recipient shall protect the Discloser's Confidential Information using at least the degree of care it uses for its own confidential information of like importance, and no less than reasonable care.

On the Discloser's request, the Recipient shall return or destroy the Discloser's Confidential Information, except for copies retained in routine electronic backups, required by law, or reasonably necessary to demonstrate compliance, each of which remains subject to this Section. The parties acknowledge that a breach of this Section may cause irreparable harm for which monetary damages are an inadequate remedy, and that the Discloser may seek injunctive or other equitable relief.

15. Prospect and Client Information

In the course of the Program, the parties may exchange information identifying prospective customers ("Prospect Information"), and you may share information about your Clients with Swirls for support, billing, dispute resolution, or compliance purposes ("Client Information"). Prospect Information and Client Information are each Confidential Information. Each party shall process Prospect Information and Client Information in accordance with this Agreement and Applicable Data Protection Laws.

Neither party shall sell Prospect Information or Client Information, or share it with any third party except as necessary to perform this Agreement. You shall use Prospect Information only to perform under this Agreement, and you shall not use it to market your own products or services unless Swirls expressly authorizes it. As between the parties, you are responsible for providing any notices and obtaining any consents required in relation to your Clients and their data subjects, consistent with Section 4.

16. Publicity

Except as expressly authorized in a Program Addendum or Program Authorization, neither party shall issue any press release, announcement, or marketing material relating to this Agreement, or use the other party's Marks, without the other party's prior written consent. Swirls may, without your separate consent, identify you as a Partner in its partner listings, partner directory, and ordinary promotional materials.

17. Disclaimers

Except as expressly stated in this Agreement, the Program, the Program Content, sandbox access, the Service, and all Program benefits are provided "as is" and "as available." To the maximum extent permitted by law, each party disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty arising from course of dealing or usage of trade.

18. Term, Termination, and Client Continuity

18.1 Term

This Agreement begins on the date you first become a Partner in any Program under Section 1 and continues until terminated as set out below, or until your participation in all Programs has ended.

18.2 Termination

Either party may terminate this Agreement or a Program Addendum for convenience on thirty (30) days' prior written notice. For the MSP Partner Program, you may also terminate by canceling your MSP Partner subscription in accordance with the Service Terms, which is effective at the end of your current billing cycle. Either party may terminate immediately on written notice if the other party materially breaches this Agreement and, where the breach is capable of cure, does not cure it within thirty (30) days of written notice. Swirls may suspend your Program benefits or access, including access to a Client Workspace, immediately where it reasonably believes continued participation presents a security, legal, or reputational risk, or where Section 6 (non-payment) or the Acceptable Use Policy has been violated.

18.3 Client Continuity and Wind-Down

On termination of your participation in the MSP Partner Program, for any reason, you may continue to access your existing Client Workspaces for thirty (30) days following the effective date of termination (the "Wind-Down Period") solely to transfer each Client Workspace by: (a) converting it to a direct Swirls account controlled by the Client; (b) transferring it to another Swirls partner authorized to operate it; or (c) exporting the Client's data and ceasing use, in each case consistent with the Service Terms.

Fees continue to accrue and are payable under Section 6 for each Active Client Workspace and for Execution Credits consumed during the Wind-Down Period.

At a Client's request made directly to Swirls, Swirls may convert that Client's Client Workspace to a direct customer relationship between Swirls and the Client, whether during or after the Wind-Down Period. You shall reasonably cooperate with a conversion Swirls undertakes under this paragraph, including by not obstructing the Client's access to its own data. From the effective date of a conversion, Swirls bills the Client directly for that Client Workspace, and you are not responsible for fees accruing after that date. A Client Workspace converted under this paragraph is no longer part of your participation in the MSP Partner Program and is not affected by the later expiration of the Wind-Down Period.

After the Wind-Down Period, Swirls may suspend or delete any Client Workspace that has not been converted, transferred, or exported, in accordance with the data retention terms of the Service Terms and the Data Processing Agreement.

Swirls may suspend a Client Workspace immediately, without extending the Wind-Down Period to it, if Swirls suspends or terminates this Agreement for your material breach, non-payment, or a violation of the Acceptable Use Policy.

18.4 Effect of Termination

On termination, all rights and licenses granted under this Agreement end, except as this Section 18 provides for the Wind-Down Period. Each party shall stop identifying itself or the other as a Program participant, shall stop using the other party's Marks and Program Content, and shall stop using any sandbox access. On request, each party shall return or destroy the other party's Confidential Information. Termination does not entitle you to any referral fee or commission that has not been earned as of the effective date of termination.

18.5 Survival

Sections 13 (Ownership), 14 (Confidentiality), 15 (Prospect and Client Information), 17 (Disclaimers), 19 (Indemnification), 20 (Limitation of Liability), 21 (Notices), 24 (Governing Law and Dispute Resolution), 25 (Miscellaneous), and 27 (Definitions), together with this Section 18 to the extent it governs the Wind-Down Period and any amount accrued but unpaid before termination, and any other provision that by its nature should survive, survive termination or expiration of this Agreement.

19. Indemnification

19.1 By Swirls

Swirls shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, and agents from any third-party claim alleging that the Program Content or the Swirls Marks, as provided by Swirls and used in accordance with this Agreement, infringe that third party's intellectual property rights, and shall pay the resulting losses, damages, and reasonable costs finally awarded or agreed in settlement. This obligation does not apply to any claim arising from your modification of the Program Content or Swirls Marks, or from your use in violation of this Agreement or Applicable Law. If Swirls Marks or Program Content become, or Swirls believes they may become, the subject of an infringement claim, Swirls may modify or replace them or procure the right for you to continue using them. This Section states your sole and exclusive remedy for any claim of intellectual property infringement relating to the Program.

19.2 By Partner

You shall defend, indemnify, and hold harmless Swirls and its officers, directors, employees, and agents from any third-party claim arising from: your gross negligence, willful misconduct, or fraudulent misrepresentation; your breach of Section 8.2 (Conduct); your breach of the representation in Section 3 regarding your authority to create and operate a Client Workspace; your use of Prospect Information or Client Information in breach of this Agreement; a claim brought by, or on behalf of, a Client or a Client's users arising from your operation of a Client Workspace, your relationship with the Client, or a commitment, warranty, or statement you made to a Client; or your violation of Applicable Law.

19.3 Procedure

The party seeking indemnification shall promptly notify the indemnifying party of the claim, give the indemnifying party sole control of the defense and settlement (provided that a settlement imposing a non-monetary obligation on, or requiring an admission by, the indemnified party requires that party's prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. A delay in notice relieves the indemnifying party only to the extent it is prejudiced by the delay.

20. Limitation of Liability

To the fullest extent permitted by law, neither party, nor its affiliates, nor their respective officers, directors, employees, agents, or contractors, is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, or for any investment, expenditure, or commitment you make in connection with the Program, arising out of or relating to this Agreement, regardless of the theory of liability and even if the party was advised of the possibility of such damages.

The aggregate liability of Swirls arising out of or relating to this Agreement shall not exceed the greater of the total fees you paid Swirls under the Program in the twelve (12) months before the event giving rise to the liability, or five hundred U.S. dollars (US$500).

The exclusions and limits in this Section do not apply to a party's liability arising from its gross negligence, willful misconduct, or fraudulent misrepresentation, to your indemnification obligations under Section 19.2, to your breach of the representation in Section 3 regarding your authority to create and operate a Client Workspace, or to either party's breach of its confidentiality obligations under Section 14.

21. Notices

Notices under this Agreement must be in writing and sent to the email address associated with your account or stated in your Program Authorization or, for notices to Swirls, to [email protected]. A notice is effective when sent, provided that the sender does not receive a delivery failure notice. Either party may update its notice address by written notice to the other.

22. Assignment

This Agreement binds and benefits the parties and their permitted successors and assigns. Swirls may assign this Agreement without your consent in connection with a merger, acquisition, sale of substantially all of its assets, change of control, or assignment to an affiliate, provided the assignee agrees to be bound. You may not assign this Agreement, in whole or in part, without Swirls' prior written consent, not to be unreasonably withheld. Any attempted assignment in violation of this Section is void.

23. Force Majeure

Neither party is liable for any failure or delay in performance, other than a payment or confidentiality obligation, caused by an event beyond its reasonable control, including acts of God, natural disaster, labor dispute, war, terrorism, civil unrest, government action, network or utility failure, or denial-of-service attack, provided that the affected party promptly notifies the other and uses diligent efforts to resume performance.

24. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law principles, consistent with the governing law of the Service Terms. Before starting formal proceedings, the parties shall attempt in good faith to resolve any dispute through informal negotiation for thirty (30) days after written notice of the dispute.

Any dispute that is not resolved through negotiation shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator in the State of Delaware, and judgment on the award may be entered in any court of competent jurisdiction. The arbitration proceeding and any award are Confidential Information under Section 14, except as required to enforce or challenge the award or to comply with Applicable Law.

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

To the extent permitted by law, each party waives any right to a jury trial and any right to participate in a class, collective, or representative action arising out of or relating to this Agreement.

25. Miscellaneous

If there is a conflict between documents, the order of precedence is: the applicable Program Addendum or Order, then this Agreement, then any Program guide or policy. This Agreement, together with any Program Addendum, Program Authorization, and Order, is the entire agreement between the parties regarding the Program and supersedes any prior agreement on that subject. Except as Section 26 allows, this Agreement may be modified only by a written instrument signed by an authorized representative of each party, or, for the MSP Partner Program, by the update mechanism described in Section 26.

A failure to enforce a provision is not a waiver of it, and a waiver of one breach is not a waiver of any later breach. If a provision is held invalid or unenforceable, the remaining provisions remain in effect. Headings are for reference only. The words "include," "includes," and "including" are not limiting. This Agreement may be executed in counterparts and delivered electronically, each of which is an original.

You shall comply with the Service Terms and the Acceptable Use Policy, and, where the Data Processing Agreement applies to your processing under Section 4, the Data Processing Agreement, each as referenced in Section 28.

26. Changes to the Program and this Agreement

Except as committed in an active Program Addendum, Swirls may modify or discontinue any Program, Program Content, the Partner Site, or the Partner Portal at any time in its sole discretion.

Swirls may update this Agreement from time to time. The "Last updated" date at the top of this page reflects the most recent change. For the MSP Partner Program, a material change takes effect for you at your next subscription renewal, and your continued subscription after that date constitutes your acceptance of the updated Agreement. For the Referral Partner Program and the Technology Partner Program, a material change takes effect at the renewal of your participation or your next Program Authorization or Program Addendum, and your continued participation after that date constitutes your acceptance of the updated Agreement.

27. Definitions

• Acceptable Use Policy means the Swirls Acceptable Use Policy, available at swirls.ai/acceptable-use, as updated.
• Active Client Workspace means a Client Workspace that meets the usage threshold described in the Service Terms and the pricing then in effect for a given billing month, making it subject to the per-workspace fee under Section 6.
• Affiliate means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests.
• Applicable Law means all laws, rules, regulations, and orders of any governmental authority applicable to a party's performance under this Agreement.
• Applicable Data Protection Laws means all Applicable Laws relating to the processing, privacy, and security of Personal Data.
• Branding Guidelines means the Swirls brand and trademark usage guidelines that Swirls provides to Partners, as updated.
• Client and Client Workspace have the meanings given in Section 3.
• Data Processing Agreement or DPA means the Swirls Data Processing Addendum, available at swirls.ai/dpa, as updated.
• Documentation means the Swirls product documentation made available at swirls.ai, as updated.
• Feedback means suggestions, ideas, or comments you provide about the Service or the Program, excluding your Confidential Information.
• Intellectual Property Rights means all patent, copyright, trademark, trade secret, database, and other intellectual property rights, whether registered or unregistered, worldwide.
• Marks means a party's names, logos, and service marks made available to the other under Section 10.
• Order means the checkout flow, in-product subscription confirmation, or order form through which you subscribe to a Program or an add-on such as White-Label, and any plan terms presented and accepted as part of that flow.
• Partner Portal means any portal or tooling Swirls provides to support participation in the Program.
• Partner Site means the Swirls partner program page and partner directory.
• Personal Data means information relating to an identified or identifiable natural person that is protected by Applicable Data Protection Laws.
• Program Addendum means a written addendum, which may be presented and accepted electronically, that governs the Referral Partner Program or the Technology Partner Program and supplements this Agreement.
• Program Authorization means the written or electronic grant by which Swirls accepts you into the Referral Partner Program or the Technology Partner Program. The MSP Partner Program does not use a Program Authorization.
• Program Content means content, other than the Service and software, that Swirls makes available for you to promote the Program.
• Sanctions Target means any person, entity, or country that is the subject of economic sanctions or export restrictions under Applicable Law.
• Service means the Swirls platform and related services operated by Swirls, including Swirls Cloud.
• Service Terms means the Swirls Terms of Service, available at swirls.ai/terms-of-service, as updated.
• White-Label Add-On has the meaning given in Section 5.

28. Related Agreements

Your participation in the Program is subject to the following, which are incorporated by reference:

• Terms of service
• Acceptable use policy
• Privacy policy
• Data processing agreement

29. Contact

Questions about the Program or this Agreement? Contact [email protected].

For privacy and data protection inquiries, contact [email protected].