PARTNER PROGRAM · LEGAL
DAY AI SOLUTIONS PARTNER MILESTONE BONUS ADDENDUM
This Milestone Bonus Addendum (this “Addendum”), dated as of ____________, 2026, is entered into by and between Day AI, Inc., a Delaware corporation (“Day AI”), and the Solutions Partner identified on the signature page hereto (“Partner”), and supplements that certain Day AI Solutions Partner Program Terms & Conditions, Version 1.0, dated August 14, 2026, by and between Day AI and Partner (the “Partner Agreement”). Capitalized terms used but not defined herein shall have the meanings set forth in the Partner Agreement.
Recitals
WHEREAS, Partner participates in the Day AI Solutions Partner Program pursuant to the Partner Agreement;
WHEREAS, Day AI desires to offer a one-time milestone bonus to the first Solutions Partner to reach one million U.S. dollars ($1,000,000) in qualifying annual recurring revenue under management, determined in accordance with this Addendum; and
WHEREAS, Partner desires to participate in the milestone bonus program on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Addendum, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. As used in this Addendum, the following terms have the meanings set forth below:
“Acceptance Date” means the date on which Partner accepts this Addendum in accordance with Section 12.1.
“Annualized Subscription Value” means, with respect to an Eligible Account as of a Measurement Date, the recurring subscription fees payable for such account’s then-current subscription term, annualized (the monthly fee multiplied by twelve, or the annual fee, as applicable), net of any discount or credit then in effect, calculated as follows:
(a)It excludes taxes, professional services fees, implementation fees, and any other one-time or non-recurring charge.
(b)It excludes any amount refunded, credited, or charged back on or before such Measurement Date, and any amount attributable to a free, trial, or promotional period that has not converted to a paid subscription on or before such Measurement Date.
(c)It excludes any increase in subscription fees that, as of such Measurement Date, is stated to be temporary or is subject to an agreed reversal.
(d)Where a cancellation, non-renewal, or reduction in subscription fees has been agreed or noticed on or before such Measurement Date, it excludes the amount cancelled or reduced.
(e)An Eligible Account billed annually or otherwise in advance shall be counted at its Annualized Subscription Value throughout its active subscription term, whether or not an invoice is paid, revenue is received, or revenue share accrues in the month ending on such Measurement Date.
(f)Amounts denominated in a currency other than U.S. dollars shall be converted at the rate used in Day AI’s billing system on such Measurement Date.
“Certification Notice” has the meaning set forth in Section 4.5.
“Certified” means that a Solutions Partner has completed the Day AI Solutions Partner Certification described in Section 1 of the Partner Agreement and that Day AI has not revoked or suspended such certification. Enrollment in the Solutions Partner Program and execution of the Partner Agreement do not, without more, render a Solutions Partner Certified.
“Eligible Account” means a client account that, as of a Measurement Date, (a) is a Linked Client Account linked to Partner, (b) has an active paid Day AI subscription, (c) satisfies the account eligibility conditions and the applicable services conditions set forth in Sections 3 and 5 of the Partner Agreement, and (d) is not an Excluded Account. An account may constitute an Eligible Account whether it was linked to Partner before or after the Program Commencement Date. For purposes of clause (c), Sections 3 and 5 of the Partner Agreement shall be applied as they read in Version 1.0 dated August 14, 2026, without regard to any subsequent amendment of the Partner Agreement and without regard to any revenue share arrangement individually negotiated with Partner or with any other Solutions Partner. Whether revenue share has been paid, or has accrued in any particular period, shall not determine whether an account is an Eligible Account.
“Excluded Account” means an account that, on the facts existing on or before the relevant Measurement Date, (a) is held by Partner, by an affiliate of Partner, or by any entity that controls, is controlled by, or is under common control with Partner; (b) has had any part of its subscription fees paid, funded, subsidized, rebated, or reimbursed, directly or indirectly, by Partner or by any affiliate of Partner, other than an administrative payment approved by Day AI in writing in advance and reimbursed to Partner in full by the client; (c) was linked to Partner in reliance on a statement by Partner that was inaccurate in a material respect; (d) has not paid at least one subscription invoice in full; (e) has a subscription invoice more than thirty (30) days past due; or (f) Day AI reasonably determines was created, structured, or funded principally to increase Qualifying ARR Under Management rather than to serve a bona fide, unaffiliated client. Whether an account is an Excluded Account as of a Measurement Date shall be determined on the facts existing on or before such Measurement Date, and payment activity occurring after a Measurement Date shall not cause an account to be an Excluded Account as of such Measurement Date. Section 8 governs qualification procured by fraud or by manipulation of Qualifying ARR Under Management.
“Measurement Date” means 11:59 p.m. Eastern Time on the last calendar day of each month falling within the Program Period. The first Measurement Date is September 30, 2026 and the last Measurement Date is March 31, 2027.
“Milestone Bonus” has the meaning set forth in Section 5.1.
“Program Commencement Date” means September 15, 2026.
“Program Period” means the period beginning on the Program Commencement Date and ending on the last Measurement Date.
“Qualification Date” means, with respect to a Solutions Partner, the later of the two consecutive Measurement Dates on which such partner satisfies the Qualification Requirements, as provided in Section 3.
“Qualification Requirements” means, with respect to a Solutions Partner and as of a Measurement Date, that such partner (a) is a Solutions Partner under a Partner Agreement then in effect, (b) is Certified, (c) is in compliance with the Partner Agreement, including each of the eligibility requirements set forth in Section 1 of the Partner Agreement, (d) is eligible under Section 2 of this Addendum, and (e) has Qualifying ARR Under Management of at least one million U.S. dollars ($1,000,000).
“Qualifying ARR Under Management” means, with respect to a Solutions Partner and as of a Measurement Date, the sum of the Annualized Subscription Value of each of such partner’s Eligible Accounts as of such Measurement Date. Qualifying ARR Under Management is calculated solely for purposes of this Addendum and does not change the manner in which revenue share is calculated, accrued, or paid under Section 5 of the Partner Agreement.
“Qualifying Partner” means the Solutions Partner identified by Day AI pursuant to Section 4 as entitled to the Milestone Bonus.
2. Eligibility.
2.1Geographic scope. Solutions Partners organized in the United States and outside the United States are equally eligible, subject to Sections 6 and 7 and to applicable law, including economic sanctions and export control laws.
2.2Excluded persons. A Solutions Partner is not eligible if it is, or is an entity controlled by, (a) an employee or officer of Day AI, or (b) a person or entity engaged by Day AI to administer this Addendum, to calculate Qualifying ARR Under Management, or to determine the Qualifying Partner. The characterization of the parties as independent contractors in Section 11 of the Partner Agreement shall not render a Solutions Partner ineligible.
2.3Acceptance required. Partner must accept this Addendum on or before the earlier of the two Measurement Dates on which Partner satisfies the Qualification Requirements. A Measurement Date occurring before the Acceptance Date shall not count toward Partner’s qualification.
3. Qualification.
3.1Qualification test. A Solutions Partner qualifies for the Milestone Bonus if it satisfies the Qualification Requirements on two consecutive Measurement Dates, each falling within the Program Period, and the earlier of such two Measurement Dates falls on or before February 28, 2027. The later of such two Measurement Dates is the Qualification Date and shall fall on or before March 31, 2027.
3.2Consecutive dates. The two Measurement Dates must be consecutive. If a Solutions Partner does not satisfy the Qualification Requirements on a Measurement Date, that Measurement Date breaks the sequence, and qualification may thereafter be established only on two later consecutive Measurement Dates falling within the Program Period.
3.3Point-in-time measurement. Qualification is determined solely by a Solutions Partner’s status and Qualifying ARR Under Management as of each of the two Measurement Dates. Day AI does not measure Qualifying ARR Under Management between Measurement Dates, and this Addendum does not require a Solutions Partner to maintain any level of Qualifying ARR Under Management between Measurement Dates. Reaching one million U.S. dollars ($1,000,000) in Qualifying ARR Under Management on a date that is not a Measurement Date has no effect under this Addendum.
4. Determination of the Qualifying Partner.
4.1Calculation. Day AI shall calculate Qualifying ARR Under Management as of each Measurement Date from its billing and partner attribution records, and may take reasonable, good faith steps to verify the accuracy of such calculation, including requesting information from Partner. Day AI shall complete its calculation for a Measurement Date within thirty (30) days after such Measurement Date.
4.2Notice of figures. Within the period described in Section 4.1, Day AI shall send each Solutions Partner that has accepted this Addendum and whose Partner Agreement is then in effect a notice stating such partner’s own Qualifying ARR Under Management as of such Measurement Date and the accounts included therein. Day AI shall not disclose any other Solutions Partner’s figures.
4.3Objections. Partner may object to Day AI’s calculation of Partner’s own Qualifying ARR Under Management as of a Measurement Date by written notice to Day AI within ten (10) business days after Day AI sends the notice for such Measurement Date under Section 4.2, stating the basis for the objection and the accounts or amounts in dispute. Day AI shall consider a timely objection in good faith and shall respond in writing within fifteen (15) days. An objection not made within such period is waived as to that Measurement Date. A later request for, or a later restatement of, the same figure shall not restart or extend such period.
4.4Timing of certification. Day AI shall not deliver a Certification Notice based on a Qualification Date until the later of (a) the expiration of the objection period under Section 4.3 for such Qualification Date and for the immediately preceding Measurement Date, and (b) the resolution of all timely objections relating to either such Measurement Date.
4.5Certification Notice. Day AI shall identify as the Qualifying Partner the Solutions Partner with the earliest Qualification Date and shall deliver written notice to such partner within fifteen (15) days after the later date determined under Section 4.4 (the “Certification Notice”). The Certification Notice shall state the two Measurement Dates on which the Qualification Requirements were satisfied, the Qualifying ARR Under Management figure as of each such date, the amount of each installment of the Milestone Bonus, and the due date of each installment.
4.6Ties. If two or more Solutions Partners have the same earliest Qualification Date, Day AI shall identify the Qualifying Partner by applying the following in order until one partner remains: (a) the higher Qualifying ARR Under Management as of such Qualification Date; then (b) the higher Qualifying ARR Under Management as of the immediately preceding Measurement Date; then (c) the earlier date of enrollment in the Solutions Partner Program. If such criteria do not resolve the tie, Day AI shall identify the Qualifying Partner in its reasonable, good faith judgment on the basis of its contemporaneous records. Day AI shall not use any random or chance-based method.
4.7Replacement. If Day AI determines under Section 8.1 or Section 8.3 that a Solutions Partner it has identified as the Qualifying Partner did not satisfy the Qualification Requirements, was not the partner with the earliest Qualification Date, or procured its qualification by fraud or by manipulation of Qualifying ARR Under Management, such partner is not the Qualifying Partner and no Milestone Bonus is owed to it. Day AI shall thereafter apply Sections 3, 4.5 and 4.6 to the remaining Solutions Partners and, if another partner satisfies the Qualification Requirements on two consecutive Measurement Dates falling within the Program Period, shall identify such partner as the Qualifying Partner and deliver a Certification Notice to it. A partner shall not be excluded from identification under this Section 4.7 because its Qualification Date is later than that of the partner first identified.
4.8One entitlement. There is one Milestone Bonus entitlement under this Addendum, and it belongs to the Solutions Partner finally determined to be the Qualifying Partner. A Solutions Partner that is not the Qualifying Partner, including one disqualified under Section 4.7 and including one disqualified as a result of a correction under Section 8.3, is not entitled to any part of the Milestone Bonus and shall repay to Day AI on demand any installment previously paid to it. A payment made to a Solutions Partner later determined not to be the Qualifying Partner shall not discharge, reduce, or defer Day AI’s obligation to the Solutions Partner finally determined to be the Qualifying Partner.
5. The Milestone Bonus.
5.1Amount. The milestone bonus is one million U.S. dollars ($1,000,000) (the “Milestone Bonus”). The Milestone Bonus is additional compensation for the Qualifying Partner’s performance under the Partner Agreement and is in addition to, and does not reduce, change, or accelerate, any revenue share payable under Section 5 of the Partner Agreement.
5.2Earning. The Qualifying Partner earns the Milestone Bonus in full upon delivery of the Certification Notice identifying it as the Qualifying Partner, subject to Sections 4.7, 4.8 and 8.
5.3No retention condition. Once earned, the Milestone Bonus shall not be reduced by any subsequent change in the Qualifying Partner’s Qualifying ARR Under Management, by the unlinking, termination, non-renewal, or reduction of any client account, including at a client’s direction under Section 3 of the Partner Agreement, or by the cessation of any professional services engagement. The installment schedule set forth in Section 6 is a payment schedule and imposes no further qualification, measurement, or revenue retention condition.
5.4Conditions preserved. Sections 4.7, 4.8, 6, 7 and 8 apply to the Milestone Bonus after it is earned, and the Milestone Bonus is not payable except in accordance therewith.
6. Payment.
6.1Installments. Day AI shall pay the Milestone Bonus in eight (8) equal installments of one hundred twenty-five thousand U.S. dollars ($125,000) each, in U.S. dollars.
6.2Due dates. The first installment shall be due within forty-five (45) days after the date of the Certification Notice. Each of the remaining seven (7) installments shall be due at successive three-month intervals measured from the due date of the first installment as stated in the Certification Notice. Payment of any installment before its due date shall not change the due date of any other installment.
6.3Prepayment. Day AI may prepay any installment or the entire remaining balance at any time.
6.4Conditions to payment. Payment of each installment is subject to (a) Day AI’s receipt of the documentation required under Section 7, (b) such payment being lawful, including under applicable economic sanctions and export control laws, and the Compliance with laws representation in Section 15 of the Partner Agreement remaining accurate as to the Qualifying Partner, (c) Day AI’s setoff rights under Section 5 of the Partner Agreement, and (d) Section 8.
6.5Late documentation. If Day AI has not received the documentation required under Section 7 by the due date of an installment, such installment shall not be due until fifteen (15) days after Day AI receives such documentation. The due dates of the other installments shall not change, and any installment whose due date has already passed shall become due at the same time.
7. Taxes.
7.1Responsibility. The Qualifying Partner is responsible for all taxes applicable to amounts paid to it under this Addendum.
7.2Documentation. Before any payment, the Qualifying Partner shall provide the tax and payment documentation Day AI reasonably requests, including a current IRS Form W-9 or the applicable IRS Form W-8 series certification and any documentation Day AI reasonably requires in order to make payment lawfully.
7.3Withholding. Day AI shall withhold from any payment to the extent required by applicable law and shall report payments as required by applicable law. Amounts withheld and remitted to a taxing authority shall be treated as paid to the Qualifying Partner. Day AI shall not gross up any payment for taxes or withholding.
7.4No tax representation. Neither party makes any representation to the other regarding the tax treatment of the Milestone Bonus, and neither party is relying on the other for tax advice.
8. Fraud, Breach, and Correction.
8.1Fraud or manipulation. If Day AI determines, on reasonable grounds and in good faith, that qualification for the Milestone Bonus was procured by fraud or by manipulation of Qualifying ARR Under Management, Day AI may stop payment of any unpaid installment and may recover any installment previously paid, by repayment on demand or by setoff.
8.2Termination for breach. If Day AI terminates the Partner Agreement for the Qualifying Partner’s material breach that is not cured within the period allowed under Section 10 of the Partner Agreement, or for a breach that is not curable, Day AI may stop payment of any unpaid installment. Installments previously paid are not recoverable under this Section 8.2.
8.3Correction of error. If Day AI identifies a material error in its calculation of Qualifying ARR Under Management or in account attribution, and such error affected whether a Solutions Partner satisfied the Qualification Requirements or which Solutions Partner was identified as the Qualifying Partner, Day AI may correct the error and apply this Addendum to the corrected facts. This Section 8.3 applies whatever the source of the error and applies both before and after a Certification Notice is delivered.
8.4Scope of correction. Section 8.3 applies only to the facts and calculations as of the Measurement Dates on which qualification was determined. It does not apply to any subsequent change in a client account, in Qualifying ARR Under Management, or in any professional services engagement. A correction under Section 8.3 shall not reduce the amount of the Milestone Bonus, which is one million U.S. dollars ($1,000,000) and to which a Solutions Partner is either entitled in full or not entitled.
8.5Notice and opportunity to respond. Before acting under Section 8.1 or Section 8.3, Day AI shall give the affected Solutions Partner written notice describing the basis for its determination and a reasonable opportunity, of not less than ten (10) business days, to respond.
9. Survival, Assignment, and Limitation of Liability.
9.1Survival. Day AI’s obligation to pay an earned and unpaid Milestone Bonus shall survive the expiration of the Partner Agreement and its termination by either party, including termination for convenience, subject to Section 8. Sections 7, 8, 9 and 11 of this Addendum shall survive to the same extent.
9.2Transfer of earned payment rights. The Assignment provision of Section 15 of the Partner Agreement shall continue to apply to the Partner Agreement and to any right to revenue share thereunder. It shall not apply to the right to receive earned and unpaid installments of the Milestone Bonus, which the Qualifying Partner may transfer to a successor in a bona fide merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that (a) the Qualifying Partner gives Day AI written notice within ten (10) business days after closing, (b) the successor is not engaged in developing or offering a product that competes with Day AI, and (c) the representations in the Compliance with laws paragraph of Section 15 of the Partner Agreement are true of the successor.
9.3No forfeiture on permitted transaction. A transaction of the kind described in Section 9.2 that satisfies the conditions thereof shall not, by itself, reduce, forfeit, or defer an earned Milestone Bonus, and shall not, by itself, entitle Day AI to stop payment of any installment, whether or not Day AI consents to assignment of the Partner Agreement in such transaction. Nothing in Section 9.2 or this Section 9.3 grants any right to assign the Partner Agreement itself.
9.4Limitation of liability. Day AI’s obligation to pay an earned Milestone Bonus is excluded from the limitation on Day AI’s aggregate liability set forth in Section 12 of the Partner Agreement. Section 12 of the Partner Agreement shall otherwise continue to apply in full, including to every other claim arising out of or relating to the Solutions Partner Program, the Partner Agreement, or this Addendum.
10. Changes to this Addendum.
10.1No adverse change. During the Program Period, Day AI shall not withdraw this Addendum, reduce the Milestone Bonus, or otherwise change this Addendum in a manner that materially disadvantages Partner. At no time, whether during or after the Program Period, shall Day AI change this Addendum or the Partner Agreement in a manner that reduces, defers, or adds a condition to a Milestone Bonus already earned.
10.2Measurement rules protected. The protection set forth in Section 10.1 extends to the account eligibility and measurement rules incorporated into this Addendum. A change to the Partner Agreement, or to Day AI’s account eligibility, attribution, or measurement practices, shall not change the manner in which Qualifying ARR Under Management is calculated under this Addendum during the Program Period.
10.3Favorable changes. Day AI may make a change to this Addendum that is favorable to Partner at any time, effective on the date Day AI states. Day AI shall not make a change that is favorable to one Solutions Partner and that materially disadvantages another participating Solutions Partner unless it makes the same change available to such other partner or otherwise addresses the effect of the change on such other partner.
10.4Ordinary administration preserved. Nothing in this Section 10 limits Day AI’s ordinary administration of the Solutions Partner Program or its enforcement of the Partner Agreement, including account attribution determinations made in good faith under Section 3 of the Partner Agreement and termination in accordance with Section 10 of the Partner Agreement.
10.5Changes required by law. Day AI may change or discontinue this Addendum to the extent required by applicable law or by order of a governmental authority. Any such change shall be no broader than the requirement, Day AI shall give prompt written notice thereof, and Day AI shall not apply such change to reduce a Milestone Bonus already earned except to the extent the law or order requires.
11. Publicity.
11.1Identification. If Partner is the Qualifying Partner, Day AI may identify Partner by name and logo as the Solutions Partner that earned the Milestone Bonus, in Day AI’s announcement of the achievement and in related marketing materials.
11.2Review. Day AI shall give Partner a reasonable opportunity to review any material naming Partner before it is first published. Partner shall respond within five (5) business days and shall not unreasonably withhold or delay approval. This Section 11 does not otherwise change Section 6 of the Partner Agreement.
12. Miscellaneous.
12.1Acceptance. Partner may accept this Addendum by executing it below, by electronic signature, or by clicking to accept in an interface made available by Day AI that presents these terms. Acceptance by any such means shall have the same effect. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, and an electronic or scanned signature shall have the same effect as an original.
12.2Notices. Notices under this Addendum shall be in writing. Notices to Partner may be sent by email to the address set forth on the signature page hereto or, if none is given, to the email address associated with Partner’s Solutions Partner account, and shall be deemed received on the date sent. Notices to Day AI shall be sent by email to [DAY AI NOTICE EMAIL]. Either party may change its notice address by written notice to the other.
12.3Governing law and dispute resolution. Section 14 of the Partner Agreement shall apply to this Addendum.
12.4Severability, waiver, and force majeure. The Severability, waiver, and force majeure provision of Section 15 of the Partner Agreement shall apply to this Addendum.
12.5Relationship to the Partner Agreement. Except as expressly set forth in this Addendum, the Partner Agreement remains unchanged and in full force and effect. In the event of any conflict between this Addendum and the Partner Agreement, this Addendum shall control solely with respect to the Milestone Bonus. This Addendum shall not be effective as to, and shall not modify the Partner Agreement with respect to, any Solutions Partner that has not accepted it.
12.6Entire agreement. This Addendum and the Partner Agreement constitute the entire agreement between the parties with respect to the Milestone Bonus and supersede all prior and contemporaneous proposals, representations, statements, and understandings with respect thereto, whether written or oral.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the date first written above.
DAY AI, INC.
By:__________________________________
Name:__________________________________
Title:__________________________________
Date:__________________________________
SOLUTIONS PARTNER
Legal name:__________________________________
Jurisdiction:__________________________________
By:__________________________________
Name:__________________________________
Title:__________________________________
Notice email:__________________________________
Date:__________________________________
The date of Partner’s signature above is the Acceptance Date.