Referral Partner Program Terms

1. Agreement

These Referral Partner Program Terms ("Partner Terms") are a legally binding agreement between Rivvi AI Inc., a Delaware corporation ("Rivvi," "we," "us," or "our"), and the individual or entity applying to and/or participating in the Rivvi referral partner program ("Partner," "you," or "your").

By submitting an application, checking the acceptance box on the apply form, or using a Rivvi partner API key or referral link, you agree to these Partner Terms. If you do not agree, do not apply or participate.

These Partner Terms are version 2026-09-29. The version you accept is recorded on your partner record.

2. The program

Rivvi operates a conversational AI platform for healthcare organizations. The referral partner program lets approved partners introduce healthcare practices to Rivvi and earn a share of the net revenue Rivvi collects from those referred organizations.

Participation is by application and Rivvi approval only. Submitting an application does not create a partnership, agency, employment, or joint-venture relationship. You are an independent contractor and have no authority to bind Rivvi or make commitments on its behalf. You decide how, when, and where you promote the program, you use your own equipment and resources, and you are not entitled to any employee benefits. The program is non-exclusive: Rivvi may sell directly, work with other partners, set or change its pricing and terms, and accept or decline any referred organization, and it does not guarantee any volume of referrals or any earnings.

3. Eligibility and application

You represent that:

• You are at least 18 years of age
• The information in your application is accurate
• You have authority to bind the company named in your application, if any
• You are not located in, or owned or controlled by anyone located in, a country or region subject to comprehensive U.S. sanctions, and you are not on any U.S. government restricted-party list
• You will comply with applicable law, including healthcare marketing, anti-kickback, and privacy rules that apply to your activity, and also including anti-spam, telemarketing, anti-corruption, and sanctions laws
• You are not excluded, debarred, or suspended from any federal or state healthcare program, and you will tell Rivvi promptly if that changes
• Whenever you promote Rivvi, you will clearly disclose your relationship with Rivvi and that you may be paid for referrals, as required by the FTC Endorsement Guides and similar rules

Rivvi may approve, decline, or later suspend any application or partner account at its discretion. Approval is communicated by email and includes a partner API key and a referral link.

4. How referrals work

4.1 Attribution

Each approved partner receives a unique referral link (typically a rivvi.link short link) and may also submit a practice directly through the partner portal. A referred organization is attributed to you when:

• The organization signs up through your referral link, or
• You submit the organization through the partner portal before they have an existing Rivvi account

Rivvi's records of click, signup, and checkout attribution are conclusive for program purposes, absent manifest error. If you believe a referral was misattributed, email support@rivvi.ai within 30 days after you learn of it. If more than one partner qualifies, Rivvi attributes the organization to the first partner whose link was used to sign up or who first submitted it through the portal. An organization is not attributable to you if it had a Rivvi account or active sales discussion with Rivvi before your referral, or if it is you or an entity you own, control, or are affiliated with.

4.2 What you may do

You may share your link, introduce Rivvi to practices you already work with, and submit referrals through the portal. Rivvi grants you a limited, non-exclusive, non-transferable, revocable license during the term to use Rivvi's name, logo, and the marketing materials it provides, solely to promote the program and subject to any brand guidelines Rivvi provides. All rights in them remain with Rivvi, and you may not use them in any other way. You may not:

• Bid on Rivvi trademarks or brand terms in paid search
• Impersonate Rivvi or represent yourself as a Rivvi employee
• Make claims about Rivvi's clinical outcomes, HIPAA posture, or pricing that Rivvi has not published
• Collect or transmit Protected Health Information (PHI) to Rivvi as part of a referral
• Offer or accept kickbacks, fee-splits, or other remuneration that would violate the federal Anti-Kickback Statute or similar state law
• Spam, scrape, or use deceptive marketing to generate referrals

4.3 Referred organizations

Referred organizations contract directly with Rivvi under Rivvi's Terms of Service, Privacy Policy, and (when they handle PHI) a Business Associate Agreement. You are not a party to those agreements and have no right to a referred organization's data.

5. Revenue share

5.1 Rates

Unless a written schedule says otherwise, you earn:

• 30% of Qualifying Revenue during the referred organization's first 12 months of paid service
• 0% of Qualifying Revenue thereafter unless the written schedule or partner record assigned to you provides for a longer commission period (such as a lifetime tail)

"Qualifying Revenue" means amounts Rivvi actually collects from the referred organization for Rivvi platform subscription and usage fees, net of refunds, chargebacks, taxes, and payment-processing fees. It does not include professional services, pass-through telephony costs Rivvi does not mark up as platform revenue, or amounts never collected. Rivvi may change commission rates for future referrals on notice under Section 9. A change does not apply to organizations already attributed to you.

5.2 Payouts

Commissions are calculated and paid through Rivvi's partner payout provider (currently Dub Partners, integrated with Stripe). Holding periods, minimum payouts, and tax-form requirements of that provider apply. Commissions are paid in U.S. dollars, and you bear any currency-conversion, transfer, and local banking fees. Payouts may not be available in every country. Rivvi may change the payout provider with notice. Rivvi is not responsible for delays or errors caused by the payout provider.

Commissions are contingent on the referred organization remaining a paying customer that is not in material payment default. Refunds and chargebacks reverse the related commission. You are responsible for all taxes on your commissions, including any income, sales, VAT, or similar taxes in your jurisdiction. Before any payout, you must provide a completed IRS Form W-9 (or another form Rivvi or its provider requests). Rivvi may report commissions to the IRS on Form 1099 or as otherwise required by law, and does not withhold taxes from commissions except as required by law, such as backup withholding. Rivvi may withhold amounts required by law and set off amounts you owe Rivvi. Rivvi may withhold or reverse commissions it reasonably believes were generated through fraud, self-referral, or breach of these Partner Terms.

5.3 No other compensation

Unless Rivvi agrees in writing, the revenue share is your only compensation. Rivvi does not reimburse marketing spend, travel, or other costs.

6. Partner credentials

Your API key is the credential for the partner portal. Anyone with the key can act as you. Keep it confidential and do not share it. You are responsible for all activity under your key, and you must email support@rivvi.ai immediately if you believe it has been compromised. Rivvi can rotate or revoke a key if it is lost, leaked, or abused. Rivvi cannot retrieve a lost key — we can only issue a new one.

7. Confidentiality and data

You will not disclose Rivvi non-public information (pricing not on rivvi.ai, unreleased features, customer lists, or the terms of any written schedule) except as needed to refer a practice. This does not apply to information that is public through no fault of yours, that you already knew or independently developed, or that you must disclose by law (after notice to Rivvi where lawful). These obligations continue for three years after termination, and for trade secrets for as long as they remain trade secrets. On request or termination, you will return or delete Rivvi's confidential information.

Do not send Rivvi patient lists, medical records, or other PHI as part of a referral. Referrals identify the practice and a business contact only. You represent that you may lawfully share the business contact information you submit and will comply with applicable privacy laws when doing so.

8. Term and termination

These Partner Terms start when you accept them and continue until terminated. Sections 4.2, 5.2, 7, 8, 10, 11, and 12 survive termination.

Either party may terminate for convenience with 30 days' written notice. Rivvi may suspend or terminate immediately for material breach, illegal activity, or conduct that Rivvi reasonably believes harms its reputation. Rivvi may withhold commissions during a suspension and will release any it later determines were validly earned.

On termination:

• Your API key and referral links are disabled
• You stop representing yourself as a Rivvi partner
• Commissions already earned on Qualifying Revenue collected before the termination date remain payable, subject to holding periods and clawbacks
• You do not earn commissions on revenue collected after termination unless Rivvi agrees in writing

9. Modifications

Rivvi may update these Partner Terms. We will post the new version at rivvi.ai/legal/partner-terms and update the version date. Material changes will also be emailed to the address on your partner record. Changes take effect 30 days after we post or email them (or sooner if required by law), apply only going forward, and do not affect commissions already earned. If you do not agree, you may terminate under Section 8 before the effective date. Continued participation after the effective date is acceptance of the new version.

10. Disclaimers and liability

THE PROGRAM IS PROVIDED "AS IS." RIVVI DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIVVI'S LIABILITY UNDER THESE PARTNER TERMS IS LIMITED TO THE COMMISSIONS PAID TO YOU IN THE 12 MONTHS BEFORE THE CLAIM, AND RIVVI IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

You will indemnify Rivvi against claims arising from your marketing, your misrepresentations, or your violation of these Partner Terms or applicable law, including resulting losses, damages, and reasonable attorneys' fees. Rivvi will give you prompt notice of the claim and may control its own defense. You may not settle a claim in a way that imposes obligations on Rivvi without its written consent.

11. Governing law

These Partner Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Disputes are resolved by binding arbitration before a single arbitrator in Wilmington, Delaware under the Commercial Arbitration Rules of the American Arbitration Association, except that either party may seek injunctive relief for intellectual-property or confidentiality breaches. Before starting arbitration, the parties will try in good faith to resolve the dispute informally for 30 days after written notice. Claims may be brought only in your individual capacity and not as a class or representative action, and each party waives any right to a jury trial to the extent permitted by law.

12. General

These Partner Terms are the entire agreement for the referral program. Any written schedule Rivvi issues to you forms part of these Partner Terms and controls for the matters it covers. They do not amend Rivvi's Terms of Service or Privacy Policy for referred organizations. If a provision is unenforceable, the rest remains in effect. You may not assign these Partner Terms, or delegate or subcontract your obligations to sub-partners or others, without Rivvi's consent. Rivvi may assign them to a successor. Notices to Rivvi: legal@rivvi.ai. Notices to you may be sent to the email address on your partner record.

Rivvi AI Inc. Legal Department Email: legal@rivvi.ai

Questions about the program: support@rivvi.ai.