Terms & Conditions

Effective date: May 10, 2026

These Terms and Conditions (the "Terms") govern access to and use of PartnerFlow, a platform built and powered by dkilo, Inc., a Delaware corporation in the United States ("dkilo," "PartnerFlow," "we," "us," or "our"), including our websites, applications, AI-assisted features, support, and related services (collectively, the "Services").

By accessing or using the Services, you agree to these Terms. If you use the Services for a company or other organization, you represent that you have authority to bind that organization, and “you” and “Customer” refer to that organization. If you do not agree, do not use the Services.

If you or your organization has entered into a separate written agreement or order form with dkilo, that agreement will control to the extent it conflicts with these Terms.

1. Eligibility and Authority

You must be at least 18 years old and legally able to enter into these Terms. You may use the Services only for lawful business purposes and in compliance with all applicable laws and contractual obligations.

2. The PartnerFlow Services

PartnerFlow is a life-sciences partnering workspace designed to help teams organize strategic initiatives, assets, opportunities, companies, contacts, meetings, evaluations, approvals, agreements, legal terms, obligations, files, and related portfolio activity.

We may improve, modify, add, or remove features over time. We will provide reasonable notice if a material change significantly reduces core paid functionality during an active subscription, unless the change is necessary for security, legal compliance, or prevention of misuse.

PartnerFlow supports workflow, collaboration, and decision documentation. It does not provide medical, clinical, regulatory, legal, tax, accounting, or investment advice. Customer remains responsible for independent review and for all decisions made using the Services.

3. Accounts and Workspace Administration

You must provide accurate account information and keep it current. You are responsible for safeguarding credentials and for activity under your account. You must promptly notify us at hello@partnerflow.net if you suspect unauthorized access.

Customer controls its workspace, authorized users, roles, permissions, integrations, and submitted content. Workspace administrators may access, manage, export, restrict, or delete user accounts and workspace content. Customer is responsible for obtaining any permissions or notices needed to submit personal information or confidential content to the Services.

Accounts may not be shared between individuals unless a written agreement expressly permits it.

4. Acceptable Use

You may not, and may not help another person to:

• Use the Services in violation of law, regulation, sanctions, export controls, or another person’s rights;

• Submit content you do not have the right to use or disclose;

• Store protected health information, patient-level clinical data, government identification numbers, payment-card credentials, or other specially regulated data unless dkilo has expressly agreed in writing;

• Attempt to gain unauthorized access to the Services, another workspace, or related systems;

• Probe, scan, or test vulnerabilities without written authorization;

• Introduce malware, harmful code, or content intended to disrupt the Services;

• Circumvent usage limits, security controls, or access restrictions;

• Reverse engineer, decompile, or attempt to derive source code except where such restrictions are prohibited by law;

• Scrape or use automated means to access the Services in a manner that burdens, disrupts, or bypasses documented interfaces;

• Use the Services or their output to build or train a competing product or model without our written permission;

• Misrepresent AI-generated output as independently verified fact; or

• Use the Services for unlawful surveillance, discrimination, or decisions that produce legal or similarly significant effects about individuals without appropriate human review and a lawful basis.

We may investigate suspected violations and suspend access when reasonably necessary to protect the Services, customers, users, or third parties.

5. Customer Content

“Customer Content” means information, files, records, prompts, and other material submitted to or generated within a Customer workspace.

Customer retains ownership of Customer Content. Customer grants dkilo a limited, non-exclusive right to host, copy, transmit, display, modify, and otherwise process Customer Content only as necessary to provide, secure, support, and improve the Services; comply with law; and fulfill Customer’s documented instructions.

Customer represents that it has all rights and permissions necessary for dkilo to process Customer Content under these Terms. Customer is responsible for the accuracy, quality, legality, and backup of Customer Content, subject to any backup commitments in a separate agreement.

We do not use Customer Content to train general-purpose AI models unless Customer expressly agrees in writing or enables a clearly identified opt-in feature.

6. Confidentiality

Each party may receive non-public information that the other party identifies as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Customer Content is Customer’s Confidential Information. Non-public information about the Services, security, pricing, and product plans is dkilo’s Confidential Information.

The receiving party will use Confidential Information only to perform or exercise rights under the parties’ agreement and will protect it using reasonable care. The receiving party may disclose it only to personnel, contractors, and advisers who need to know it and are bound by confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed without use of the other party’s Confidential Information.

If disclosure is legally required, the receiving party may disclose the minimum required and, where legally permitted, will give prompt notice and reasonable assistance.

7. AI-Assisted Features

AI-assisted features may generate summaries, suggestions, classifications, answers, or drafts based on prompts and permitted workspace context. AI output is probabilistic and may be incomplete, inaccurate, or unsuitable for a particular purpose.

You are responsible for reviewing AI output and for decisions or actions taken in reliance on it. You must not rely on AI output as a substitute for qualified scientific, clinical, legal, regulatory, financial, or other professional judgment.

When you use AI-assisted features, relevant Customer Content may be transmitted to contracted AI service providers solely to provide the requested function, subject to applicable contractual and privacy safeguards.

8. Third-Party Services and Integrations

The Services may interoperate with third-party products, data sources, or integrations chosen by Customer. Customer authorizes dkilo to exchange information with those services as necessary to enable the integration.

Third-party services are governed by their own terms and privacy practices. dkilo is not responsible for third-party services, their availability, or changes they make. Demonstration scheduling through Cal.com is subject to Cal.com’s applicable terms and privacy policy.

9. Fees, Billing, and Taxes

Fees, subscription periods, user limits, implementation services, payment schedules, and renewal terms will be stated in an applicable order form or checkout page.

Unless an order form states otherwise:

• Fees are quoted and payable in U.S. dollars;

• Fees are non-refundable except where required by law or expressly stated in these Terms;

• Customer is responsible for applicable sales, use, value-added, withholding, and similar taxes, excluding taxes based on dkilo’s net income; and

• Overdue undisputed amounts may result in suspension after reasonable notice.

Any automatic renewal, cancellation period, price change, or payment-processing term must be disclosed in the applicable order form before Customer commits to a paid subscription.

10. Intellectual Property

dkilo and its licensors own the Services, software, design, documentation, trademarks, and related intellectual property, excluding Customer Content. These Terms do not transfer ownership of either party’s intellectual property.

Subject to these Terms and payment of applicable fees, dkilo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the subscription term to allow authorized users to access and use the Services for Customer’s internal business purposes.

If you provide suggestions or feedback, you grant dkilo a perpetual, worldwide, irrevocable, royalty-free right to use that feedback without restriction or obligation, provided we do not publicly identify you as its source without permission.

11. Privacy and Data Protection

Our Privacy Policy explains how we handle personal information when we act as a controller. Where dkilo processes personal information on Customer’s behalf, the parties may enter into a data processing agreement.

Each party will comply with privacy and data-protection laws applicable to its role. Customer is responsible for providing required notices, obtaining required consents or other lawful bases, and responding to requests relating to Customer-controlled information.

12. Security

We maintain administrative, technical, and organizational safeguards designed to protect the Services and Customer Content. Customer is responsible for using available security features, managing user permissions, protecting credentials, and promptly removing access that is no longer authorized.

No online service is completely secure. You must notify us promptly of a suspected incident involving your account or workspace and cooperate with reasonable investigation and remediation steps.

13. Service Availability and Support

We aim to provide reliable Services but do not guarantee uninterrupted or error-free operation. Maintenance, third-party outages, security events, internet conditions, or circumstances beyond our reasonable control may affect availability.

Support channels, response targets, service levels, and implementation commitments apply only when stated in an order form or separate written agreement.

14. Beta and Evaluation Features

We may identify certain features as beta, preview, early access, evaluation, or experimental. Those features may be changed or discontinued at any time and are provided without service-level commitments. You should not rely on beta features for critical production workflows unless we agree otherwise in writing.

15. Suspension

We may suspend access to all or part of the Services if:

• Customer’s use creates a material security risk or may harm the Services or another party;

• Customer materially violates these Terms;

• Required fees remain overdue after notice;

• Suspension is required by law or a valid government request; or

• A third-party provider necessary to the Services suspends services to us.

Where practicable, we will provide notice and an opportunity to cure. We will limit the scope and duration of suspension when reasonably possible.

16. Termination and Data Export

Either party may terminate as stated in an applicable order form. Either party may also terminate for a material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent or ceases business operations, subject to applicable law.

Upon termination, Customer’s right to use the Services ends. Customer should export needed Customer Content before termination. Any post-termination access, retention period, export assistance, or deletion schedule will be governed by the applicable order form or data processing agreement.

Sections that by their nature should survive termination—including ownership, confidentiality, payment obligations, disclaimers, limitations of liability, indemnity, and dispute terms—will survive.

17. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DKILO DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

DKILO DOES NOT WARRANT THAT THE SERVICES OR AI-GENERATED OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETE, ACCURATE, OR SUITABLE FOR A PARTICULAR SCIENTIFIC, CLINICAL, COMMERCIAL, LEGAL, REGULATORY, OR PORTFOLIO DECISION.

Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, FRAUD, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO DKILO FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

The exclusions and limits in this section apply to the extent permitted by applicable law and regardless of the legal theory of liability.

19. Indemnification

Customer will defend and indemnify dkilo and its officers, directors, employees, and affiliates against third-party claims, damages, and reasonable costs arising from Customer Content, Customer’s unlawful use of the Services, or Customer’s material breach of Sections 4 or 5.

dkilo will provide prompt notice of a covered claim and reasonable cooperation at Customer’s expense. Customer may control the defense and settlement, but may not admit fault by dkilo or impose non-monetary obligations on dkilo without written consent.

Any additional intellectual-property indemnity provided by dkilo must be stated in a separate written agreement or order form.

20. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The state and federal courts located in the State of Delaware will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts.

Before filing a claim, each party agrees to give written notice describing the dispute and to attempt in good faith to resolve it for at least 30 days. Nothing prevents either party from seeking urgent injunctive relief to protect confidential information, security, or intellectual property.

Consumer rights and mandatory local laws that cannot be waived remain unaffected.

21. Changes to These Terms

We may update these Terms to reflect changes in the Services, law, security requirements, or business practices. We will post the updated Terms with a revised effective date and provide additional notice of material changes where required.

Changes will apply prospectively. If a material change adversely affects an active paid subscription, Customer may contact us within 30 days of notice to discuss the change or available termination rights.

22. General Terms

Neither party may assign its agreement without the other party’s written consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee agrees to the applicable obligations.

Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship.

If any provision is unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. Headings are for convenience only. Electronic notices and signatures may be used where permitted by law.

These Terms, the Privacy Policy, applicable order forms, and any signed addenda form the entire agreement concerning the Services and supersede prior discussions on the same subject.

23. Contact

Questions or legal notices regarding these Terms may be sent to:

dkilo, Inc.
PartnerFlow Legal
Email: hello@partnerflow.net