Kisi Partner Program Master Agreement

This Kisi Partner Program Master Agreement (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between KISI INCORPORATED, a Delaware corporation (“Kisi”), and [Partner Name], a [jurisdiction] [entity type] (“Partner”). Kisi and Partner may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

WHEREAS, Kisi provides a cloud-based access control platform and related hardware, software and services (collectively, the “Services”); and

WHEREAS, Partner desires to participate in one or more Kisi Partner Programs, as further described in the applicable Program Schedules attached hereto;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the Parties agree as follows:

1. Program Overview and Definitions

1.1 Program Overview. This Agreement governs Partner’s participation in the Kisi Partner Program framework, including any Program Schedules incorporated herein by reference (each a “Program”). The Services are governed by the following agreements, which are also incorporated herein by reference:

a. Kisi Terms and Conditions – https://www.getkisi.com/legal/terms

b. Kisi Master Subscription Agreement – https://www.getkisi.com/legal/msa

c. Kisi End User License Agreement – https://www.getkisi.com/legal/eula

Participation in a Program constitutes acceptance of this Agreement. Kisi may update this Agreement from time to time upon ten (10) days’ written notice, and the Program Schedules incorporated herein by reference are subject to modification in accordance with Section 1.7

1.2 “Customer” means any end-user that purchases Services from Kisi.

1.3. “Net Revenue” means revenue actually collected by Kisi from a Customer, less refunds, taxes, chargebacks, and payment processing fees.

1.4. “Qualified Lead” means a prospective Customer that (a) Partner registered through PartnerStack, (b) was accepted by Kisi, and (c)converted into a paying Customer.

1.5. “PartnerStack” means the third-party partner management platform used by Kisi to administer the Programs, including lead registration, attribution, and commission payments.

1.6. “Referral Window” means the ninety (90) day period following lead registration during which Partner may receive credit for a Qualified Lead.

1.7. “Program Schedule” means each schedule setting forth the specific commercial terms applicable to a particular Program, as published by Kisi at [TBD URL] and incorporated herein by reference. Program Schedules are not physically attached to this Agreement but are made part of this Agreement by this reference. Kisi may modify any Program Schedule at its sole discretion upon thirty (30) days’ prior written notice to Partner, and the modified Schedule shall take effect at the end of such notice period. Partner’s continued participation in a Program following the effective date of any modification constitutes acceptance of the modified Schedule.

1.8. “Services” means Kisi’s cloud-based access control platform and related hardware, software, and services, as further described at https://www.getkisi.com.

1.9. “Channel Partner” means a Partner that has been accepted by Kisi to participate in the Channel Partner Program pursuant to Schedule A, and that is authorized to receive revenue share on referred software and hardware sales, resell Kisi hardware to Customers, and coordinate hardware installation services, subject to the terms of this Agreement and Schedule A.

1.10. “Co-Marketing Partner” means a Partner that has been accepted by Kisi to participate in the Co-Marketing Partner Program pursuant to Schedule B, and that collaborates with Kisi through joint marketing efforts, integrations, or promotional activities in exchange for a commission on first-year software subscription revenue generated from referred Customers, subject to the terms of this Agreement and Schedule B.

1.11. “Referral Partner” means a Partner that has been accepted by Kisi to participate in the Referral Partner Program pursuant to Schedule C, and that introduces potential Customers to Kisi in exchange for a one-time referral payment per converted Customer, subject to the terms of this Agreement and Schedule C.

2. Program Participation and Partner Obligations

2.1. Eligibility. Partner must be approved by Kisi and remain in good standing to participate in any Program. Partner meet the qualifications set forth in this Agreement and the applicable Program Schedule in order to participate in a Program. To participate in a Program, Partner must: (a) maintain an active PartnerStack account; (b) submit leads through PartnerStack; (c) provide accurate information when registering leads; (d) comply with Kisi branding and marketing guidelines; and (e) conduct business in a professional and ethical manner.

2.2. Lead Registration. Partner shall register potential Qualified Leads through PartnerStack. Attribution of each lead or opportunity shall be recorded or handled through PartnerStack using cookies, unique referral links, or registration within Kisi’s customer relationship management (“CRM”) system. Partner may not submit leads for: (i) its own organization; (ii) any entity controlled by Partner; or (iii) any entity already in active discussions with Kisi. Kisi reserves the right to approve or reject any submitted lead in its sole discretion.

2.3 Attribution of Registered Lead. Each registered lead shall remain valid for a period of ninety (90) days following the date of registration (the “Referral Window”). If the prospective Customer converts into a paying Customer during the Referral Window, the Partner shall be credited with such referral in accordance with this Agreement. If multiple partners register the same lead, attribution and referral credit shall be allocated to the partner that first registered the lead through PartnerStack.

(a) Single Attribution. Each Customer may be attributed to only one Partner at any given time across all Programs. Once a Customer is attributed to a Partner in any Program, no other Partner, regardless of the Program in which they participate, may receive credit or commission for that same Customer, unless: (i) the original Referral Window has expired without the Customer converting into a paying Customer; or (ii) Kisi has formally reassigned attribution in writing. Kisi shall have sole discretion to determine whether attribution has lapsed or should be reassigned, based on data recorded in PartnerStack or Kisi’s CRM system.
(b). Attribution Hierarchy. As a general rule, attribution shall be determined by first registration as set forth in Section 2.3. Notwithstanding the foregoing, in the event that a Referral Partner and a Channel Partner or Co-Marketing Partner have each registered the same Customer through PartnerStack, the Channel Partner or Co-Marketing Partner shall take precedence and receive attribution credit, regardless of the order in which the registrations were submitted. As between a Channel Partner and a Co-Marketing Partner competing for attribution of the same Customer, first registration shall control. For the avoidance of doubt, the hierarchy established under this Section applies solely to resolve conflicts between partners participating in different Programs and does not otherwise modify the first-registration rule applicable to partners within the same Program.

2.4. Bidirectional Referrals. Referrals may occur in both directions: (a) from Partner to Kisi (customer referrals) and (b) from Kisi to Partner (installation or hardware referrals). The Parties shall coordinate to attribute each transaction appropriately.

2.5. Referrals from Kisi. If Kisi refers a lead or Customer to Partner (for example, for installation or hardware resell purposes), Kisi shall attribute such referral to Partner using PartnerStack and the attribution rules described herein.

2.6. Optional Hardware Resale and Display Units. This Section 2.6 applies only to Partners participating in the Channel Partner Program set forth in Schedule A or as otherwise expressly permitted by Kisi in writing.

(a) Resale Option. Partner may, at its discretion, purchase Kisi hardware for resale to end-customers in connection with installations, deployments, and ongoing customer use (including, but not limited to, access credentials such as keycards and fobs), subject to Kisi’s then-current reseller pricing, policies and the additional terms and conditions set forth in Exhibit A (Reseller Terms and Conditions), which is hereby incorporated by reference. Partner shall not resell Kisi software subscriptions.
(b) Display or Demonstration Units. At Kisi’s discretion, Kisi may provide certain hardware units to Partner on a consignment or demonstration basis (the “Display Units”) for the limited purpose of showroom display or demonstration to potential Customers. Kisi shall retain title to all Display Units until sold or otherwise agreed in writing. Partner shall: (i) maintain the Display Units in good condition; (ii) not pledge, lease, or otherwise dispose of them; (iii) return them to Kisi upon request; and (iv) promptly pay Kisi the applicable reseller price for any Display Unit sold to a Customer.
(c) Relationship to Billing. All resale and consignment transactions under this Section 2.6 shall be governed by the billing and payment procedures set forth in Section 3.2 and by the applicable provisions of Exhibit A.

2.7. Marketing Conduct. Partner shall market the Services only in accordance with Kisi’s brand and marketing guidelines and shall not make any representations, warranties, or commitments regarding the Services except as authorized in writing by Kisi.

2.8. Performance Standard. Partner shall refer at least one (1) new Qualified Lead that converts into a Customer per twelve (12) month period to remain active in a Program. If Partner submits no Qualified Leads for twelve (12) consecutive months, Kisi may review Partner’s participation and may suspend or terminate the Partner’s Program participation.

2.9. Discretion and Disputes. Kisi shall have sole discretion to resolve any dispute regarding attribution, validity of referrals, or overlapping partner claims, based on data recorded in PartnerStack or Kisi’s CRM system.

2.10. Partner Conduct and Compliance. Partner agrees to conduct its business in a lawful and ethical manner. Partner may not: (a) engage in misleading marketing or misrepresentation; (b) send unsolicited spam or deceptive communications; (c) engage in fraudulent referral activity; or (d) artificially generate leads or manipulate attribution. Kisi reserves the right to investigate suspected abuse of any Program and may withhold commissions pending such investigation.

2.11. Anti-Circumvention. Partner may not, directly or indirectly, structure referrals, establish or use affiliated entities, or coordinate with employees, contractors, or third parties in a manner designed to circumvent the single-attribution rule set forth in Section 2.3(a), the attribution hierarchy applicable under this Agreement, or the prohibition on split payouts across Programs. Kisi may use data recorded in PartnerStack or Kisi’s CRM system, including company name and domain matching, to identify referrals that conflict with existing partner attributions and to reject or reassign such referrals at its sole discretion. If Kisi determines that a Partner has obtained commissions or referral payments through circumvention of the attribution rules, Kisi may, in addition to any other remedies available under this Agreement: (i) withhold any pending commissions or referral payments; (ii) require repayment of commissions or referral payments previously paid that were obtained through such circumvention; and (iii) suspend or terminate Partner’s participation in any or all Programs immediately upon written notice.

2.12. Anti-Bribery and Anti-Corruption. Partner agrees to comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and similar laws in other jurisdictions. Partner shall not offer, promise, or provide anything of value to any person for the purpose of improperly influencing any business decision related to Kisi or the Services.

3. Payment Terms

3.1 Payment Schedule. Kisi shall calculate and pay commissions or referral payouts quarterly, within thirty (30) days following the close of each calendar quarter, based on Net Revenue actually collected by Kisi during such quarter.

3.2. Collection and Billing.

(a) Direct Billing by Kisi. Kisi shall bill Customers directly and manage all aspects of subscription, billing, and collection for software subscriptions and for any hardware purchased directly from Kisi. Partner shall have no authority to collect payments on Kisi’s behalf for such transactions.
(b) Hardware Resale by Partner. If Partner elects to resell Kisi hardware pursuant to Section 2.6(a), the resale transaction shall be governed by the terms of Exhibit A (Reseller Terms and Conditions). Partner shall purchase such hardware from Kisi at Kisi’s then-current reseller pricing and shall be solely responsible for billing and collecting payment from the Customer for such resale transactions. Kisi shall have no responsibility for billing or collecting payment in connection with Partner’s resale of hardware, and such transactions shall not be subject to the revenue-share provisions of this Agreement except as expressly provided in Exhibit A or otherwise agreed in writing.
(c) Display or Consigned Units. If Kisi provides Display Units to Partner under Section 2.6(b), such units shall remain the property of Kisi until sold to a Customer. Partner shall promptly notify Kisi of any sale of a Display Unit and remit payment to Kisi within thirty (30) days of such sale, based on the applicable reseller pricing then in effect. Kisi may invoice Partner for any Display Units not returned within thirty (30) days following Kisi’s written request. Additional operational and payment details for Display Units may be further specified in Exhibit A.

3.3 Adjustments. Kisi reserves the right to adjust commission calculations for cancellations, downgrades, refunds, or chargebacks and to offset or withhold future payments to reconcile any overpayments at Kisi’s sole discretion.

3.4. Payment Account. Partner must maintain an active account with PartnerStack, including valid banking details, to receive payments.

3.5. Audit Rights. Each Party may, no more than once per calendar year, request reasonable verification of the other Party’s records relevant to the calculation of payments or referral attribution under this Agreement. Any such audit shall be conducted (a) during the audited Party’s normal business hours, (b) upon not less than ten (10) business days’ prior written notice, and (c) in a manner that does not unreasonably interfere with the audited Party’s operations. Each Party shall bear its own costs and expenses of conducting an audit; provided, however, that if an audit reveals an underpayment by more than five percent (5%) of the amount properly due for the period audited, the audited Party shall promptly pay the deficiency and reimburse the reasonable out-of-pocket costs of the auditing Party incurred in connection with the audit.

4. Customer Management and Support

Kisi shall manage all onboarding, billing, and ongoing support for the Services, and shall retain full control over all customer contracts, billing, onboarding, and support. Unless otherwise stated in a Program Schedule, Partner does not enter into any contractual relationship with the Customer. On the other hand, Partner shall be responsible for performing or coordinating any reselling activities or installation-related services in a professional manner consistent with industry standards.

5. Term and Termination

5.1. Term. This Agreement shall continue until terminated by either Party upon thirty (30) days’ prior written notice.

5.2. Termination for Breach or Inactivity. Kisi may terminate this Agreement immediately upon Partner’s breach, unethical behavior, violation of applicable law, misrepresentation of the Services, or inactivity, as defined by the Partner performance standard set forth in Section 2.8 of this Agreement.

5.3. Effect of Termination. Upon termination by either Party, commissions shall cease to accrue; however, any earned but unpaid commissions accrued prior to termination shall be paid by Kisi in accordance with Section 3 of this Agreement. A termination by Partner shall not relieve Partner of any outstanding payment obligations or obligations with respect to consigned or resale inventory. The provisions of Sections 6 through 10 shall survive termination.

6. Intellectual Property

6.1. License. Kisi grants Partner a limited, non-exclusive, non-transferable, revocable license to use Kisi’s trademarks, logos, and marketing materials as expressly provided in writing by Kisi from time to time, solely for promoting the Services under this Agreement. Kisi may modify or withdraw such authorization upon written notice to Partner. Partner, in turn, grants Kisi a limited, non-exclusive, royalty-free, worldwide license to use Partner’s name, trademarks, and logos (“Partner Marks”) for the limited purpose of identifying Partner as an authorized Kisi Partner and for related marketing, promotional, and program-administration purposes, in accordance with any reasonable brand-use guidelines provided by Partner. Kisi shall not alter the Partner Marks without Partner’s prior written consent.

6.2. Restrictions. Partner shall not modify, sublicense, distribute, replicate, or reverse-engineer Kisi materials (including any software source code, hardware designs and protocols, and the like), create domain names containing Kisi marks, impersonate or misrepresent affiliation with Kisi, or bid on Kisi trademarks without Kisi’s prior written consent.

6.3. Ownership. All intellectual property rights in the Services remain the sole and exclusive property of Kisi. Nothing in this Agreement will function to transfer any of either Party’s Intellectual Property rights to the other Party.

7. Confidentiality and Data Protection

71. Confidentiality. Each Party (“Receiving Party”) agrees to protect the other’s (“Disclosing Party”) confidential or proprietary information (“Confidential Information”) with at least the same degree of care it uses to protect its own confidential information, and in no event less than a reasonable degree of care and in no event less than a reasonable degree of care. The Receiving Party shall not disclose any Confidential Information to any third party except as necessary for the performance of its obligations under this Agreement or as required by law, and shall use such information solely for purposes of this Agreement. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation. The Receiving Party may disclose Confidential Information if required by law, regulation, or valid legal process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking protective treatment. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages are insufficient, and the Disclosing Party may seek equitable relief in addition to other remedies. These confidentiality obligations shall survive for two (2) years following termination of this Agreement. except for trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

7.2. Customer and Lead Information. Any customer, lead, or prospect information shared by Kisi with Partner shall be deemed Kisi’s Confidential Information. Partner may use such information solely for purposes of marketing, referring, installing, or supporting the Services under this Agreement and shall not retain, sell, or use such data for any other purpose.

7.3. Data Protection. To the extent the Parties process personal data in connection with this Agreement, they shall comply with all applicable data-protection laws and Kisi’s Data Processing Addendum, located at https://www.getkisi.com/legal/dpa, incorporated herein by reference.

8. Warranties and Disclaimers

8.1. Authority and Compliance. Each Party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that its performance will comply with all applicable laws and regulations.

8.2. Product Warranties. Partner acknowledges that the Services are governed by Kisi’s End User License Agreement (EULA) and Master Subscription Agreement (MSA), available at https://www.getkisi.com/legal/eula and https://www.getkisi.com/legal/msa, respectively, each incorporated herein by reference. Kisi makes no additional warranties of any kind to Partner or any Customer beyond those stated therein.

8.3. Partner Warranties. Partner shall not make any representations or warranties concerning the Services that are inconsistent with or in addition to those contained in the EULA or MSA, or that have not been expressly authorized in writing by Kisi.

8.4. Program and Revenue Disclaimers. Partner acknowledges that participation in a Kisi Partner Program does not guarantee any minimum sales volume, revenue share, or number of referrals or leads, and Kisi makes no representation or warranty regarding the success or profitability of Partner’s participation in any Program.

8.5. Disclaimer of Implied Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR IN THE EULA OR MSA, KISI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9. Indemnification

9.1. Partner Indemnity. Partner shall indemnify, defend, and hold harmless Kisi, its affiliates, and their respective officers, directors, employees, and agents (collectively, “Kisi Indemnitees”) from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or relating to (a) Partner’s breach of this Agreement, (b) Partner’s misuse of Kisi’s intellectual property or confidential information, (c) misrepresentation, negligent act, or omission of Partner or its employees, agents, contractors, or installers in connection with this Agreement, or (c) Partner’s violation of applicable law or third-party rights.

9.2. Kisi Indemnity. Kisi shall indemnify, defend, and hold harmless Partner and its officers, directors, and employees from and against any third-party claims alleging that theServices, when used as authorized under this Agreement, infringe or misappropriate any intellectual-property right of such third party; provided that Kisi shall have no obligation for claims arising from (a) Partner’s combination or modification of the Services not authorized by Kisi, (b) use of the Services in violation of this Agreement, or (c) compliance by Kisi with Partner’s specific written instructions.

9.3. Indemnification Procedure. The Party seeking indemnification shall promptly notify the other Party in writing of any claim for which indemnification is sought, provided that failure to give prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced. The indemnifying Party shall control the defense and settlement of such claim, provided that it may not settle any claim in a manner that imposes liability or admission of fault on the indemnified Party without that Party’s prior written consent (not to be unreasonably withheld). The indemnified Party may participate in the defense at its own expense.

10. Limitation of Liability

10.1. Exclusion of Certain Damages. Except for each Party’s confidentiality obligations, indemnification obligations under Section 8, or liability arising from gross negligence, fraud, or willful misconduct, neither Party shall be liable to the other for any indirect, consequential, incidental, special, exemplary, or punitive damages, including loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

10.2. Cap on Liability. Except for the exclusions set forth above, Kisi’s total aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total commissions paid or payable to Partner under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

11. General Provisions

11.1. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, agency, joint venture, or employment relationship.

11.2. Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the other’s prior written consent; provided, however, that Kisi may assign this Agreement to an affiliate or successor in connection with a merger, reorganization, or sale of substantially all of its assets upon written notice to Partner. Any prohibited assignment shall be void.

11.3. Force Majeure. Neither Party shall be liable for any failure or delay in performance, other than payment obligations, caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, pandemics, or internet outages.

11.4. Notices. All notices required or permitted under this Agreement shall be sent in writing and delivered by personal delivery, recognized courier service, or confirmed electronic mail to the to the addresses or emails provided by the Parties. Notices shall be deemed received upon confirmation of delivery.

11.5. Severability. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

11.6. Governing Law; Arbitration. This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-laws principles. If any disputes arise, the parties will first attempt to resolve the dispute informally via good faith negotiation. If the dispute has not been resolved after 30 days, the parties will resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief) by binding confidential arbitration before a single arbitrator administered by American Arbitration Association, its successors and assigns, in New York, New York, unless otherwise agreed by the parties in writing, and pursuant to its arbitration rules. Each party will be responsible for paying any arbitration fees in accordance with the foregoing rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed to prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights or other proprietary rights.

11.7. Entire Agreement. This Agreement, along with all Program Schedules and Exhibits, constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous agreements regarding its subject matter. Any amendment or modification must be in writing and signed by both Parties unless expressly permitted otherwise herein. Notwithstanding the foregoing, Kisi may modify any Program Schedule at its sole discretion upon thirty (30) days’ prior written notice to Partner in accordance with Section 1.7, without requiring Partner’s written consent..

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

KISI INCORPORATED PARTNER

By: ___________________ By: ___________________

Name: ___________________ Name: ___________________

Title: ___________________ Title: ___________________

Date: ___________________ Date: ___________________

Exhibit A: Reseller Terms and Conditions

1. Relationship to the Partner Program

1.1. Eligibility. Only Partners that have first qualified and been accepted as active Revenue-Share Partners under the Kisi Partner Program are eligible to participate in the hardware resale option described in this Exhibit.

1.2. Resale Option as Supplement. The resale option is a supplement to, and not a replacement for, the Partner’s status as a Revenue-Share Partner. All terms of the Kisi Revenue-Share Partner Agreement (the “Agreement”) remain in full force and effect.

1.3. Resale of Hardware Only. This Exhibit applies only to the resale of Kisi hardware and any display or demonstration units provided by Kisi. Kisi retains direct billing control over all software subscriptions and related services.

2. Authorized Products and Scope

2.1. Authorization. Partner is authorized to purchase Kisi hardware from Kisi at the applicable reseller pricing tier communicated by Kisi from time to time. Partner may resell Kisi hardware solely for use in connection with Kisi’s software and Services, and may not modify, rebrand, or combine Kisi hardware with competing access-control products.

2.2. No Resell of Software. Partner shall not resell or distribute Kisi software or any subscription licenses. All software shall be billed directly by Kisi to the Customer.

3. Pricing and Discounts

3.1. Reseller Pricing. Kisi shall determine, in its sole discretion, the reseller pricing applicable to Partner’s hardware purchases. Kisi may update such pricing with written or electronic notice.

3.2. Resale Price Limitations. Partner may determine its own resale price to the Customer, provided that: (i) Partner’s resale price shall not misrepresent Kisi’s standard retail price or suggest that the Customer is purchasing software through Partner; and (ii) Kisi reserves the right to withdraw the resale option for any Partner that engages in misleading, predatory, or brand-damaging pricing practices.

3.3. MSRP. Kisi reserves the right to publish Manufacturer’s Suggested Retail Prices (“MSRP”) and to require Partners to advertise or quote hardware prices consistent with the MSRP guidelines provided by Kisi.

4. Orders, Delivery, and Title

4.1. Partner shall submit all hardware orders through Kisi’s designated Partner Portal or ordering system. Kisi reserves the right to accept or reject any order.

4.2. Title to hardware transfers to Partner upon full payment by Partner to Kisi and delivery according to Kisi’s shipping terms (FOB shipping point, unless otherwise stated).

4.3. Risk of loss shall pass to Partner upon delivery to the carrier. Partner is responsible for insuring all shipments after transfer of risk.

5. Display or Demonstration Units

5.1. Display Units. Kisi may, in its discretion, provide certain hardware to Partner on a consignment or demonstration basis (the “Display Units”) for showroom display or demonstration to potential Customers.

5.2. Title to Display Units. Kisi shall retain title to all Display Units until sold to a Customer or otherwise agreed in writing.

5.3. Partners’ Obligations to Display Units. Partner shall: (a) maintain the Display Units in good, marketable condition; (b) not pledge, lease, or otherwise dispose of them; and (c) return them to Kisi upon request.

5.4. Sale of a Display Unit. If Partner sells a Display Unit to a Customer, Partner shall promptly notify Kisi and remit payment at the applicable reseller price within thirty (30) days of such sale. Kisi may invoice Partner for any Display Units not returned within thirty (30) days of written request.

6. Customer Invoicing and Payment

6.1. Hardware Invoicing and Collection. For all hardware resale transactions, Partner shall be solely responsible for invoicing and collecting payment from the Customer. Kisi shall have no responsibility for billing or collecting payment in connection with such resale transactions.

6.2. Software Billing and Collection. For software subscriptions and services, Kisi shall bill and collect directly from the Customer. Partner shall not invoice or collect payment for Kisi software or subscriptions.

6.3. Revenue Share. Kisi shall pay Partner any applicable revenue share for referred software subscriptions in accordance with the Agreement, separate from any resale margin earned under this Exhibit.

7. Installation and Support

7.1. Hardware Installation. Partner shall ensure that all installations of Kisi hardware are performed professionally and in accordance with Kisi’s specifications, manuals, and training, and Partner shall not modify or install the hardware in any way that voids Kisi’s product warranty.

7.2. Kisi Support. During normal business hours, Kisi will provide reasonable technical support to Partner for installation-related questions.

8. Returns and Warranty

8.1. Hardware Warranties. Kisi warrants all hardware in accordance with its standard product warranty applicable at the time of shipment, and a Partner shall not make any additional warranties to Customers.

8.2. Return Policy. Returns must comply with Kisi’s then-current Return Merchandise Authorization (“RMA”) policy.

8.3. Defect or Damage. Partner shall promptly notify Kisi of any customer claim regarding defective or damaged products and shall cooperate with Kisi to resolve the issue.

9. Compliance and Branding

9.1. Partner shall comply with all applicable laws, export controls, and local installation regulations.

9.2. Partner shall use Kisi trademarks, marketing materials, and documentation only as authorized by Kisi and in accordance with Kisi’s brand guidelines.

9.3. Partner shall not sell, advertise, or distribute any products that compete with Kisi’s access control systems.

10. Reporting and Audit Rights

10.1. Reporting. Partner shall provide Kisi with quarterly reports summarizing hardware sales and any consignment or display-unit activity under this Exhibit, including quantities sold, customers, and payments received.

10.2. Audit Rights. Kisi may, no more than once per calendar year, upon at least ten (10) business days’ prior written notice, audit Partner’s resale and consignment records to verify compliance with this Exhibit. Any such audit shall be conducted during Partner’s normal business hours in a manner that does not unreasonably interfere with Partner’s operations. Each Party shall bear its own audit expenses; provided, however, that if an audit reveals an underpayment or other material non-compliance exceeding five percent (5%) of the amounts properly due for the period audited, Partner shall promptly pay or correct such deficiency and reimburse Kisi’s reasonable out-of-pocket audit costs.

10.3. Record Retention. Partner shall maintain accurate books and records relating to hardware resale and consignment transactions for at least three (3) years after the end of each applicable reporting period.

11. Termination of Resale Option

11.1. Suspension or Termination. Kisi may suspend or terminate Partner’s hardware resale rights under this Exhibit upon thirty (30) days’ notice if Partner breaches any term hereof or engages in conduct detrimental to Kisi’s brand or pricing integrity.

11.2. Effect of Termination. Termination of the resale option shall not affect Partner’s continuing participation as a Revenue-Share Partner under the Agreement.

12. Miscellaneous

12.1. Incorporated by Reference. This Exhibit is incorporated into and made part of the Kisi Revenue-Share Partner Agreement. In the event of conflict, the terms of the Agreement shall control except with respect to resale-specific provisions, in which case this Exhibit shall govern.

12.2. Definitions. Capitalized terms used but not defined herein have the meanings assigned in the Agreement.

12.3. Amendment. Kisi may amend this Exhibit upon ten (10) days’ notice to Partner, provided that such changes apply prospectively to future orders.

Schedule A: CHANNEL PARTNER PROGRAM

This Schedule governs participation in the Kisi Channel Partner Program

(formerly the “Revenue-Share Partner Program”).

1. Revenue Share Structure

a. Revenue Share. Partner shall be eligible to receive the following revenue share on Net Revenue actually collected by Kisi:

Silver	Gold	Platinum

15%

20%

25%

b. Duration. The revenue share applies for as long as: (1) the Referred Customer remains an active, paying Customer; and (2) the Partner remains an active participant in the Channel Partner Program.

c. Upsells. Partner shall be entitled to revenue share on future upsells or renewals generated from referred Customers, provided Partner remains in good standing.

d. Partner Tier Qualifications. Partner’s tier (Silver, Gold, Platinum) shall be determined based on the total number of leads referred on a rolling 12-month basis, as follows:

Requirement	Silver	Gold	Platinum

Leads Referred

N/A

2. Hardware Resale

Channel Partners may purchase Kisi hardware at discounted pricing corresponding to their assigned tier. Partners may resell such hardware to Customers and are responsible for complying with all applicable laws related to resale activities. All hardware resale is subject to Exhibit A.

3. Installation Responsibilities

Partner is responsible for coordinating and performing hardware installation services. Kisi is responsible for software onboarding, subscription billing, and remote technical support.

Note: The commercial terms set forth in this Schedule are subject to change by Kisi at its sole discretion from time to time, provided that Kisi shall provide thirty (30) days’ prior written notice to Partner before any such change takes effect. Partner’s continued participation in this Program following the effective date of any modification constitutes acceptance of the modified terms.

Schedule B: CO-MARKETING PARTNER PROGRAM

This Schedule governs participation in the Kisi Co-Marketing Partner Program.

1. Revenue Share

Co-Marketing Partners receive 25% of first-year software subscription revenue collected by Kisi from Customers referred by Partner. This commission applies only to the first twelve (12) months of the Customer contract. Hardware purchases and services are not eligible for commissions under this Program.

2. Marketing Collaboration

Partners may collaborate with Kisi on activities such as: joint webinars; product integrations; co-branded marketing campaigns; and website promotion. Specific marketing initiatives may be agreed upon in writing between the Parties. Co-Marketing Partners have no installation or resale responsibilities under this Program.

Schedule C: REFERRAL PARTNER PROGRAM

This Schedule governs participation in the Kisi Referral Partner Program.

1. Referral Payment

Referral Partners receive a one-time payment of $250 for each Qualified Lead that converts into a paying Customer. The payment is issued once per Customer and only after: (1) the Customer enters into a commercial agreement with Kisi; and (2) Kisi receives payment from the Customer.

2. Limitations

Referral payments apply only to the first transaction with the referred Customer. Referral Partners are not eligible for ongoing commissions or revenue share under this Program. Referral Partners are not responsible for sales, installation, or customer support.

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