KFS Founder Agreement and Membership Terms

This Founder Agreement and Membership Terms (this “Agreement”) is entered into as of the Effective Date (defined below) by and between Keystone Founder Studio, a business operated by Trusted Scale Holdings, LLC, a Delaware limited liability company (“KFS”), and [Portfolio Company Legal Name] (the “Company”). KFS and the Company may each be referred to as a “Party” and collectively as the “Parties.” The Parties acknowledge that KFS currently operates under the trade name "Keystone Founder Studio" as a business of Trusted Scale Holdings, LLC, and that KFS anticipates assigning this Agreement to Keystone Founder Studio, Inc. (the "Successor Entity") upon the formation and capitalization of that entity, pursuant to Section 21.1 of this Agreement.

Purpose; Structure of This Agreement
Purpose. KFS offers membership programs and related services to founders and portfolio companies, including (a) access to a services marketplace and productized partner offerings, (b) advisory and consulting services, and (c) subscription-based coaching programs.

Membership Tiers. KFS offers three membership tiers:
Studio - access to KFS's services marketplace; billed on a yearly subscription with month-to-month cancellation;
Ascent - custom consulting and services, governed by individual Statements of Work; and
Growth Partner Program - subscription coaching program with prorated refund mechanics.

Order of Precedence. If there is a conflict among the documents below, the following order controls (highest to lowest):
an executed Order Form or written subscription confirmation that specifies tier, fees, and term;
for Ascent, any executed Statement of Work (“SOW”) (and any exhibits) referencing this Agreement;
these Founder Agreement and Membership Terms; and
Website Terms. The Studio and Growth Partner Program tiers are also governed by KFS's then-current platform terms, acceptable use policies, and privacy policy (the "Website Terms"). By creating an account, subscribing, or using the platform, the Company agrees to the Website Terms.

Website Terms. Certain aspects of Studio and Growth Partner Program are administered through KFS’s website or platform and are additionally governed by KFS’s then-current platform terms, acceptable use policies, and privacy policy (collectively, the “Website Terms”). The Company agrees to the Website Terms by creating an account, subscribing, clicking acceptance, or otherwise using the platform.

Definitions
“Effective Date” means the date the Company first (a) signs this Agreement, (b) accepts this Agreement electronically, or (c) pays for or uses any membership tier, whichever occurs first.
“Services” means the membership access, coaching, consulting, deliverables, and/or other services provided by KFS under the applicable tier and any applicable Order Form or SOW.
“Business Day” means any day that is not a Saturday, Sunday, or Pennsylvania bank holiday.
"Business Day" means any day other than a Saturday, Sunday, or a day on which commercial banks in the Commonwealth of Pennsylvania are authorized or required to be closed.
"Governing Currency" means all amounts in this Agreement are in U.S. Dollars (USD) unless an Order Form says otherwise.
“Governing Currency" means all monetary amounts referenced in this Agreement are in United States Dollars (USD) unless an applicable Order Form expressly states otherwise.

Term; Enrollment; Changes
Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement and the applicable tier terms.
Tier Enrollment. The Company’s tier and pricing will be set forth in an Order Form, subscription checkout confirmation, platform dashboard, or other written confirmation from KFS.
Tier Changes. The Company may request an upgrade or downgrade. Any change is effective on the next billing cycle unless KFS agrees otherwise in writing. Any prepaid amounts are non-refundable except as expressly stated in this Agreement.

Studio Tier (Marketplace Access)
Scope. Through the Studio tier, KFS operates a marketplace of third-party service providers ("Providers"). KFS acts as the Company's primary point of contact for all marketplace purchases - the Company contracts with KFS, not directly with Providers. KFS curates, packages, and may rebrand Provider offerings for resale. Providers are independent contractors, not KFS employees or agents.
Deliverables and Service Levels. Timelines, deliverables, and service levels for Provider services will be described in the applicable listing or written confirmation. KFS may substitute comparable Providers when reasonably necessary.
Studio Fees and Late Payment. Subscription fees are as stated at checkout or in an Order Form, due in advance and non-refundable except as stated in this Agreement. Unpaid amounts past the due date accrue interest at 1.5% per month (or the legal maximum, if lower).
Cancellation (Month-to-Month; No Prorated Refunds). Studio subscriptions can be cancelled as follows: a) Cancel anytime through the account portal or by written notice to KFS; b) Cancellation takes effect at the end of the current billing period. c) No prorated refunds for partial months - access continues through the end of the billing period.
Auto-Renewal. Studio subscriptions renew automatically each month unless cancelled before the billing period ends. KFS will give the Company at least 30 days' written notice before any fee increase takes effect.
Suspension for Nonpayment. If payment fails or is overdue, KFS may suspend or terminate Studio access until all amounts are paid.

Growth Partner Program Tier (Subscription Coaching; Prorated Refund)
Scope. Growth Partner Program is a subscription coaching program that may include coaching sessions, office hours, templates, check-ins, and related advisory services as described in the Order Form or program materials.
Fees; Auto-Renewal; Late Payment. Fees are due in advance as stated in the Order Form or at checkout. Subscriptions renew automatically each billing period unless cancelled before renewal. KFS will give at least 30 days' written notice of any fee increase. Unpaid amounts past the due date accrue interest at 1.5% per month (or the legal maximum, if lower).
Cancellation and Prorated Refund. The Company may cancel Growth Partner Program at any time:
Cancel by written notice to KFS or through the platform.
KFS will refund the unused portion of prepaid fees, prorated daily for the remainder of the billing period, less any third-party payment processing costs and any past-due amounts owed.
No refund applies to Services already delivered before the cancellation date, including completed sessions, delivered materials, or sessions missed without rescheduling.
Scheduling and No-Shows. Sessions must be scheduled per KFS’s scheduling rules. Missed sessions may be forfeited if not rescheduled within the allowed window.

Ascent Tier (Bespoke Services; MSA/SOW Structure)
Framework; Statements of Work. The Ascent tier covers custom consulting services. The specific services, deliverables, timelines, and fees for each engagement are set out in a written Statement of Work ("SOW") signed by both Parties. Each SOW is part of this Agreement. The form SOW is attached as Exhibit A.
Invoicing and Payment. Unless an SOW says otherwise, KFS invoices monthly in arrears for time and materials or per milestone. Invoices are due within 30 days of receipt. Overdue invoices accrue interest at 1.5% per month (or the legal maximum, if lower). KFS may suspend Ascent services with 5 Business Days' written notice if any invoice is more than 15 days past due.
Expenses. If an SOW permits expense reimbursement, the Company will reimburse KFS for reasonable, pre-approved, documented expenses. KFS may not incur reimbursable expenses beyond the pre-approved budget without the Company's prior written consent. Expense invoices are due within 30 days of receipt and must include supporting documentation.
Change Orders. Any material change in scope, timeline, or fees requires a written change order signed by both Parties (email from authorized representatives is acceptable).

Relationship of the Parties; No Right to Bind
Independent Contractors. Each Party is an independent contractor. This Agreement does not create a partnership, joint venture, or employment relationship.
No Authority to Bind. Neither Party may enter into contracts or commitments on the other's behalf without prior written consent.

Provider Relationships.
Providers are not parties to this Agreement and have no right to enforce it. The Company must direct all complaints and disputes about Provider services to KFS, which handles them as the primary interface. No third party (including any Provider or subcontractor) is an intended beneficiary of this Agreement, except that a Portfolio Company named in an executed Ascent SOW may enforce rights expressly granted to it in that SOW, solely with respect to that SOW's subject matter.

Confidentiality
“Confidential Information” means non-public information shared by one Party (the “Owner”) with the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential - including business plans, financial information, customer data, and technical information. The Company should clearly label any information it considers confidential when sharing it with KFS.
Obligations. For three (3) years from disclosure, the Recipient will: (a) not disclose the Owner’s Confidential Information except to personnel and contractors who need it and are bound by equivalent confidentiality obligations; and (b) protect it with at least the same care used to protect the Recipient's own confidential information.
Exclusions. These obligations do not apply to information that: (a) the Recipient already knew; (b) becomes public through no fault of the Recipient; (c) is received from a third party without breach of any obligation; (d) is independently developed; or (e) must be disclosed by law (with notice to the Owner where permitted).
Return or Deletion. Upon request or termination, each Recipient will promptly return or delete the Owner's Confidential Information, except as required by law or routine backup practices (in which case it remains protected).

Security and Data Protection
Security. Each Party will maintain reasonable administrative, technical, and organizational safeguards appropriate to the sensitivity of the data involved.
Security Incidents. A “Security Incident” is any actual or reasonably suspected unauthorized access to, loss of, or disclosure of systems or data related to the Services. If either Party discovers a Security Incident, it must notify the other in writing within 24 hours. The notice must describe: (a) what happened; (b) what systems or data may be affected; (c) when it was discovered; and (d) what steps have been or will be taken. The discovering Party will promptly work to contain and fix the issue and cooperate with the other Party. A material Security Incident caused by a Party's failure to maintain required safeguards is a material breach of this Agreement.
Data Privacy. Each Party will comply with applicable privacy and data protection laws (including the CCPA and other applicable U.S. state privacy laws). KFS will not sell or disclose the Company's data to third parties for their own commercial purposes, and will use Company data only to perform the Services and for related internal operations. If the Services involve personal data subject to specific regulations, the Parties will enter into a mutually agreed Data Processing Addendum upon written request.

Intellectual Property
Company Materials. The Company keeps all rights to its existing intellectual property and materials provided to KFS (“Company Materials”).
KFS Materials. KFS keeps all rights to its existing intellectual property, methodologies, templates, training materials, platform, and know-how (“KFS Materials”).
Ascent Deliverables - Ownership. Ownership of deliverables created under an Ascent SOW is governed by that SOW. If the SOW is silent: (a) deliverables created specifically for the Company are "work made for hire" to the fullest extent permitted by law; (b) to the extent they don't qualify as work made for hire, KFS assigns all rights in them to the Company, effective upon full payment of all fees; and (c) KFS keeps all rights in its underlying KFS Materials and general methodologies, but the Company receives a perpetual, non-exclusive, royalty-free license to use them as embedded in the deliverables for its internal business purposes. KFS will ensure that all contributors to Ascent deliverables have signed IP assignment agreements sufficient to give the Company full ownership as described in this Section.
Studio Marketplace Deliverables. Deliverables from the Studio marketplace may be subject to license terms presented at purchase. Unless stated otherwise in writing at purchase, the Company receives a non-exclusive license to use them for internal business purposes. KFS warrants that it has obtained sufficient IP rights from applicable Providers to grant the Company the rights described in any purchase confirmation. For any IP issues with Studio deliverables, the Company's recourse is against KFS.
Feedback. The Company may share suggestions or feedback. KFS may use feedback without restriction, but will not disclose the Company’s Confidential Information or identify the Company as the source without its prior written consent.

Warranties; Disclaimers
Authority. Each Party confirms it has the authority to enter into this Agreement.
Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR AN APPLICABLE SOW, KFS PROVIDES THE SERVICES “AS IS” AND MAKES NO WARRANTIES - EXPRESS, IMPLIED, OR STATUTORY - INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
No Professional Advice. KFS does not provide legal, tax, accounting, or investment advice unless expressly agreed in a signed SOW. The Company should consult licensed professionals for such matters.

Limitation of Liability
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA), EVEN IF ADVISED OF THE POSSIBILITY. THIS EXCLUSION DOES NOT APPLY TO: (I) BREACHES OF CONFIDENTIALITY (SECTION 12); (II) BREACHES OF IP PROVISIONS (SECTION 14); OR (III) VIOLATIONS OF NON-CIRCUMVENTION OR NON-SOLICITATION (SECTION 19). EXCEPT FOR (A) CONFIDENTIALITY BREACHES; (B) WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR FRAUD; (C) UNPAID FEES; (D) IP BREACHES; OR (E) NON-CIRCUMVENTION OR NON-SOLICITATION VIOLATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE FEES PAID BY THE COMPANY IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Indemnification; Insurance
By Company. The Company will defend, indemnify, and hold harmless KFS and its officers, directors, employees, and contractors from third-party claims arising from: (a) Company Materials; (b) the Company’s use of the Services in violation of this Agreement or law; (c) the Company's products or services; (d) the Company's breach of confidentiality; or (e) infringement caused by Company Materials or the Company's products or services. The indemnifying Party must receive: (i) prompt written notice of the claim; (ii) sole control of the defense and settlement (the other Party may join at its own cost); and (iii) reasonable cooperation. The indemnifying Party may not settle any claim that imposes obligations on the other Party without that Party's prior written consent (not to be unreasonably withheld).
By KFS. KFS will defend, indemnify, and hold harmless the Company from third-party claims that KFS’s Ascent SOW deliverables (excluding Company Materials and third-party components) infringe a U.S. intellectual property right, subject to the procedure in Section 17.1. KFS may fix the infringement, obtain a license, or terminate the affected SOW and refund prepaid unused fees. This is the Company’s sole remedy for infringement claims regarding Ascent deliverables.
Insurance. Each Party will maintain commercial general liability insurance of at least $1,000,000 per occurrence / $2,000,000 in the aggregate throughout this Agreement. For Ascent engagements, KFS will name the Company as an additional insured and provide a certificate of insurance upon SOW execution and each renewal. Neither Party will cancel its coverage without at least 30 days' prior written notice to the other.

Suspension; Termination
Termination for Convenience. Either Party may terminate this Agreement on 30 days’ written notice. Termination does not excuse unpaid fees that accrued before the termination date.
Termination for Cause. Either Party may terminate immediately for a material breach that is not cured within 10 business days after written notice describing the breach.
Effect of Termination. Upon termination, access to tier benefits ends as described for the applicable tier. Provisions that by their nature should survive (including confidentiality, intellectual property, limitation of liability, indemnification, and governing law) remain in effect.

Non-Circumvention; Portfolio Company Transition; Non-Solicitation (Marketplace Context)
Non-Circumvention (Studio). During the Company’s Studio membership and for 12 months after it ends, the Company will not directly engage, contract with, or receive services from any Provider introduced through the Studio marketplace - except through KFS - without KFS's prior written consent. This applies regardless of the type of services involved. If a Provider contacts the Company directly in a way that seems to go around this restriction, the Company should promptly notify KFS.
Direct Engagement After Membership. If the Company wants to engage a Provider directly after being introduced through the Studio marketplace, it may only do so with KFS's prior written consent and on commercially reasonable terms that compensate KFS for the introduction. KFS will not unreasonably withhold consent after the Company's Studio membership ends, subject to agreeing on appropriate transition terms.
Non-Solicitation of Personnel. During the Agreement term and for 12 months after, neither Party will knowingly solicit for hire the other’s personnel with whom it had direct contact through the Services, except through general advertisements or if the individual reaches out on their own initiative.

Notices
Notices must be in writing and sent by hand delivery, certified mail, overnight courier, or email to the addresses below (or as updated by notice). Email notices are effective upon confirmed receipt at the receiving server, or the next Business Day if received on a non-Business Day.

Keystone Founder Studio
23 Orchard rd
Skillman, NJ
08558

legal@keystonefounderstudio.com

Email notices are deemed received upon electronic confirmation of receipt at the receiving server, and if not on a business day, on the first business day thereafter.

Miscellaneous
Assignment. Neither Party may assign this Agreement without the other’s prior written consent, except to an affiliate or in a merger, acquisition, or sale of substantially all assets (provided the assignee assumes all obligations). KFS anticipates assigning this Agreement to Keystone Founder Studio, Inc. (the "Successor Entity") once that entity is formed and funded. The Company pre-approves that assignment, provided: (a) the Successor Entity assumes all of KFS's obligations in writing; (b) KFS gives the Company at least 15 days' advance written notice; and (c) the assignment does not materially and adversely affect the Company's rights.
Severability. If any provision is unenforceable, the rest of this Agreement remains in effect, and that provision will be modified only as much as needed to make it enforceable.
Waiver. Waivers must be in writing. A delay in exercising any right is not a waiver of that right.
Force Majeure. Neither Party is liable for delays or failures caused by events outside its reasonable control (such as natural disasters, war, pandemics, or government action), provided it makes reasonable efforts to resume performance.
Entire Agreement; Amendments. This Agreement (including any SOWs, Order Forms, and applicable Website Terms) is the complete agreement between the Parties and replaces all prior discussions. Any amendment must be in writing and signed (or confirmed by email) by authorized representatives of both Parties.
Governing Law and Disputes. This Agreement is governed by Pennsylvania law (without regard to conflict-of-law rules). The Parties consent to exclusive jurisdiction in Pennsylvania state or federal courts. Before starting formal proceedings, the Parties will try in good faith to resolve disputes informally for at least 15 Business Days. Either Party may seek immediate injunctive or equitable relief in any court - without waiting - for breaches involving confidentiality, intellectual property, data security, or non-circumvention obligations.

GROWTH PARTNER PROGRAM – FOUNDER STATEMENT OF WORK
This Growth Partner Program Statement of Work (“SOW”) is effective as of the date of acceptance (the “SOW Effective Date”) and is entered into between Keystone Founder Studio (“KFS”) and the applying or subscribing company (“Company”).
This SOW is governed by and incorporated into the KFS Founder Agreement and Membership Terms (the “Agreement”). Capitalized terms not defined here have the meanings given in the Agreement.

1. PROJECT OVERVIEW
This SOW governs the Company’s participation in the Growth Partner Program, a subscription-based advisory engagement provided by KFS. The engagement begins upon acceptance and continues on an ongoing basis unless terminated in accordance with the Agreement.
KFS will assign an engagement lead as needed. The Company will designate a primary point of contact for coordination and communication.

2. SCOPE OF SERVICES
KFS will provide access to the Growth Partner Program, a subscription-based coaching and advisory program designed to support the Company’s development across key stages of growth (the "Services2").
2.1 Coaching and Advisory Services
Scheduled 1:1 coaching sessions with KFS Growth Partners, Coaches, or Experts-in-Residence (typically up to two (2) sessions per month)
Access to office hours, group sessions, or workshops, as made available by KFS
Ongoing advisory support and feedback, including:
Customer discovery and validation
Product development (POC / MVP)
Go-to-market strategy
Early traction and product-market fit
Fundraising readiness
2.2 Program Resources and Support
Access to templates, frameworks, and program resources
Periodic check-ins or progress reviews, as determined by KFS
2.3 Program Flexibility
KFS may assign, substitute, or rotate coaches, advisors, or Experts-in-Residence at its discretion
Services are delivered in a non-linear, founder-specific manner based on Company needs
2.4 Out of Scope
The following are expressly excluded unless added by written Change Order:
Implementation or execution of strategies on the Company’s behalf
Creation of custom deliverables (e.g., strategy documents, financial models, GTM plans)
Legal, tax, accounting, or investment advice (consistent with Section 15.3 of the Agreement)
Any services not described in this SOW

3. DELIVERABLES
Due to the advisory and subscription-based nature of the Services, KFS does not provide fixed deliverables under this SOW.
Value is delivered through:
Coaching sessions and advisory interactions
Verbal and/or written feedback
Frameworks, templates, and guidance
Participation in program activities
Any formal deliverables must be defined in a separate Statement of Work under the Ascent tier.

4. ACCEPTANCE
Not applicable. The Services are ongoing and advisory in nature and are not subject to formal acceptance criteria.

5. FEES AND PAYMENT
5.1 Fee Structure
☑ Subscription
Fees are defined in the applicable Order Form, platform checkout, or written confirmation
Fees are payable in advance per billing cycle
5.2 Billing and Renewal
Subscription renews automatically unless cancelled prior to the next billing cycle
Late payments, suspension, and cancellation terms are governed by the Agreement
5.3 Expenses
No reimbursable expenses are included unless explicitly agreed in writing.

6. PERSONNEL AND SUBCONTRACTORS
KFS may assign or substitute personnel, coaches, or Providers as needed to deliver the Services. All Providers are independent contractors, and KFS remains responsible for program delivery.

7. COMPANY OBLIGATIONS
The Company agrees to:
Actively participate in scheduled sessions
Designate a point of contact for coordination
Provide relevant information needed for advisory support
Execute on recommendations and action items
The Company acknowledges that delays or lack of participation may impact outcomes but do not affect payment obligations.
This SOW is part of the Agreement. If there is a conflict between this SOW and the Agreement, this SOW controls for its subject matter.