The binding terms behind your $5,000 fee.

01Background and Recitals

1.1Platform anchor

Cognita operates the Cognita GRC AI Management System platform built clause-by-clause for ISO/IEC 42001:2023, anchored by its founder's Mastermind Assurance Lead Auditor credential (Cert 2697gssmkw).

1.2vCAIR product

Cognita has developed vCAIR (Virtual Chief AI Risk Officer), a channel-enablement product priced at $5,000 USD per Founder Edition, designed for consultants, MSSPs, and fractional CISO firms who wish to deliver AI Risk Officer services to mid-market end-customers.

1.3Partner

Partner is a duly organized firm wishing to become a vCAIR Certified Partner and deliver vCAIR services to its existing or new end-customers in the regulated mid-market.

1.4This Agreement

The Parties enter into this Partner Agreement (the "Agreement") to set forth the binding commercial, operational, and legal terms governing the Partner's vCAIR Founder Edition engagement.

02Founder Edition — Product Definition

2.1Scope

The vCAIR Founder Edition is a one-time-purchased channel enablement bundle granting Partner: (a) certification eligibility, (b) Cognita platform access, (c) Dubsado workspace setup, (d) Marketing Kit licensing, and (e) inclusion in the Cognita Partner Directory. Available only during the first cohort window (the earlier of 25 Partners signed or 90 days from program launch).

2.2Components on execution

1. Five (5) Cognita Pilot seats, valid for ninety (90) days at no marginal cost.
2. Access to the vCAIR Lead Auditor curriculum (five days, blended live + asynchronous) and certification examination.
3. vCAIR Certified Partner badge license (Schedule B), upon certification.
4. vCAIR Co-Branded Marketing Kit (sales materials, ROI calculator, proposal templates, email sequences, discovery scripts).
5. Listing in the vCAIR Partner Directory at cognitagrc.io/partners with inbound lead routing.
6. Pre-configured Dubsado practice-management workspace (via the vCAIR Practice Starter Pack).
7. Cognita support: Partner Slack channel, quarterly Founder office hours, priority platform support.

2.3Partner tier transitions

After the ninety (90)-day Founder window, Partner transitions to Standard Partner Edition pricing for new client deployments at $158 USD per Cognita seat per month (35% partner margin baked in per Schedule A). Premier Partner Edition is expected Q4 2026.

2.4Premier Partner Edition credit-forward

Each Partner who pays the Founder Edition Fee in full and maintains active vCAIR Certified Partner status through the launch of the Premier Partner Edition shall receive a credit of $5,000 USD applied against the Premier Partner Edition fee (currently set at $24,000 USD). This credit is:

1. Non-transferable to other partners or entities, tied solely to the Partner identified in this Agreement.
2. Conditional on active vCAIR Certified Partner status at Premier Edition launch ("active" = not Suspended, Terminated, or in an active refund window per §3.2).
3. Subject to a twelve (12)-month expiry beginning on the Premier Partner Edition launch date.
4. Surviving any future pricing changes — the credit remains $5,000 USD regardless of any re-pricing of the Premier tier.

03Fees, Payment, and Refunds

3.1Founder Edition Fee

Partner shall pay Cognita a one-time fee of $5,000 USD for the vCAIR Founder Edition. Payment due in full at execution and processed via Stripe Checkout. At Partner's election, the Fee may be paid as two equal installments of $2,500 USD, with the first due at execution and the second auto-charged thirty (30) days thereafter.

3.2Sixty-day audit-pass refund guarantee

Cognita shall refund 100% of the Services Portion of the Founder Edition Fee ($3,500 USD, representing the value of the Lead Auditor curriculum, certification examination, badge, Marketing Kit licensing, and Cognita support — per Schedule A) within sixty (60) days following the date of Partner's vCAIR Certified Partner badge issuance, upon satisfaction of:

1. Partner has completed the vCAIR Certified Partner training and earned the badge within thirty (30) days of the Effective Date.
2. Partner has engaged in the Onboarding Workflow including the live kickoff session with Cognita's Founder and at least three (3) discovery calls with Cognita's Partner Success team.
3. Partner has not signed a paying vCAIR engagement within the sixty (60)-day window (defined as an executed MSA with minimum $2,500 MRR or a fixed-fee engagement of $7,500+).
4. Partner has, in good faith and supported by documented effort, attempted deployment using the Cognita platform, Marketing Kit, and Dubsado workspace, and has logged at least fifteen (15) qualified prospect conversations.
5. Partner submits a written refund request via the Partner Slack channel or partners@cognitagrc.io, with evidence of (a)–(d), prior to expiration of the sixty (60)-day window.

For the avoidance of doubt:

1. The Software Portion ($1,500 USD — 5 Cognita Pilot seats + Partner Directory listing + Dubsado workspace provisioning) is non-refundable.
2. Upon refund, Partner retains vCAIR Certified Partner status, platform access through the remainder of the 90-day Founder window, the badge license through annual expiration, and all Marketing Kit assets.
3. Refund is processed and remitted within fourteen (14) business days of Cognita's acceptance, returned to the original payment method.
4. This refund right is in addition to, and does not waive, any other rights Partner may have under applicable consumer-protection or services-contract law in Partner's jurisdiction.

3.3Post-Founder subscription transition

After the ninety (90)-day Founder window, Partner transitions to Standard Partner Edition subscription pricing: $158 USD per active Cognita seat per month, with a 35% partner margin baked in (Partner's net cost: $102.70 USD per seat per month, applied automatically against Partner's account).

3.4Layer 2 Lead-Generation subscription (optional)

Partner may opt into the Layer 2 Lead-Generation Subscription at $500 USD per month for 5 qualified end-customer leads per month. Month-to-month with thirty (30) days notice for cancellation. Quality criteria: Schedule C.

3.5Taxes

All fees are exclusive of any applicable taxes, duties, or levies. Partner is responsible for any taxes due in Partner's jurisdiction; Cognita is responsible for any taxes due in Ontario, Canada.

04Intellectual Property and Licensing

4.1vCAIR Certified Partner badge

Non-exclusive, non-sublicensable, revocable license to display the badge during active certification (Schedule B). The badge is a registered trademark of Cognita GRC; use outside scope = trademark infringement.

4.2Marketing Kit IP

Marketing Kit assets (proposal templates, ROI calculator, email sequences, discovery scripts, vCAIR branded materials) are licensed perpetual, royalty-free, non-sublicensable, for use solely in vCAIR-branded service delivery. Cognita retains all underlying IP. No redistribution, white-labeling, reverse-engineering for resale, or grants to non-affiliated third parties.

4.3Cognita platform IP

The Cognita GRC platform — software, data models, AI prompts, evaluation benchmarks, audit ledger architecture, and the vCAIR brand — remains Cognita's exclusive property. Partner's use is limited to the scope granted by this Agreement and the relevant subscription level.

4.4Partner-created content

Content Partner creates with the Marketing Kit (customer-facing proposals, AIIAs, executive briefs, audit binders) is owned by Partner's end-customer; Partner and Cognita retain a license to reference such content for case-study and improvement purposes, subject to Partner and end-customer consent.

4.5Lead Auditor counter-signature

Cognita's Founder, as a credentialed ISO/IEC 42001:2023 Lead Auditor (Cert 2697gssmkw), shall counter-sign every audit-grade deliverable produced by Partner during Partner's first ten (10) vCAIR end-customer engagements. This counter-signature confers Cognita's professional endorsement and is a material element of the vCAIR brand standard.

05Brand Standards and Quality Control

5.1Brand compliance

Partner shall apply vCAIR brand standards (Schedule B) on all customer-facing materials: navy / cyan / gold color palette, Calibri / IBM Plex Sans typography, badge placement, and the "Cognita Powered" footer on all generated documents.

5.2Customer experience standards

Partner shall maintain a minimum Net Promoter Score (NPS) of 30 across all end-customer engagements, measured quarterly. NPS below 30 for two consecutive quarters = Performance Notice triggering remediation per Schedule D.

5.3Quality gate

All Lead-Auditor-signed deliverables during the first ten (10) end-customer engagements shall be reviewed and counter-signed by Cognita's Founder per §4.5. Partner may not deliver such documents to end-customers without this counter-signature during the quality-gate period.

06Term, Termination, and Survival

6.1Initial term

Effective Date through twenty-four (24) months thereafter. Auto-renewal in successive twelve (12)-month periods unless terminated by either Party with sixty (60) days prior written notice.

6.2Termination for cause

Either Party may terminate upon thirty (30) days written notice for material breach not cured within fifteen (15) days. Material breach includes (a) Partner's loss of vCAIR Certified Partner status for 60 days, (b) Cognita's material SLA failure, (c) either Party's bankruptcy or insolvency.

6.3Effect of termination

(a) Badge license terminates immediately; (b) Cognita platform access continues for the remainder of any paid subscription period; (c) §2.4 Premier credit-forward is forfeited if certification status was lost prior to Premier launch; (d) §3.2 refund rights, if not yet exercised, expire.

6.4Survival

Sections 4 (IP), 7 (Confidentiality), 9 (Limitation of Liability), and 10 (Governing Law) survive termination.

07Confidentiality

7.1Definition

"Confidential Information" means non-public information disclosed by one Party to the other, marked confidential or reasonably identifiable as such — including end-customer identities, pricing, platform technical architecture, Marketing Kit IP, and Partner roster details.

7.2Obligations

Each Party shall (a) protect Confidential Information with at least the same degree of care as its own (no less than reasonable care); (b) use Confidential Information solely for purposes contemplated by this Agreement; (c) not disclose to third parties without prior written consent.

7.3Duration

Confidentiality obligations survive termination for three (3) years from the date of disclosure.

08Relationship of the Parties

8.1Independent contractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.

8.2Non-solicitation

During the Term and for twelve (12) months thereafter, Partner shall not directly solicit any Cognita employee or contractor for employment without prior written consent. Does not restrict general advertising or recruitment not specifically directed at Cognita personnel.

09Limitation of Liability and Warranty Disclaimer

9.1Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COGNITA PROVIDES THE PLATFORM AND ALL ASSOCIATED SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. COGNITA DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2Limitation

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY PARTNER TO COGNITA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

9.3Exceptions

§9.2 limitations do not apply to (a) breaches of confidentiality (§7), (b) infringement of IP rights (§4), (c) indemnification obligations under separate agreement, or (d) Partner's payment obligations.

10Governing Law and Dispute Resolution

10.1Governing law

This Agreement is governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws principles.

10.2Dispute resolution

The Parties shall first attempt good-faith resolution via direct negotiation. If unresolved within thirty (30) days, non-binding mediation in Toronto, Ontario. If mediation does not resolve within sixty (60) days, binding arbitration administered by the ADR Institute of Canada under its commercial rules.

11Counterparts, Electronic Signature, and Entire Agreement

11.1Counterparts and electronic signature

This Agreement may be executed in counterparts and by electronic signature (DocuSign or equivalent), each deemed an original and all of which together constitute one instrument. Electronic signatures have the same legal force as handwritten signatures.

11.2Entire agreement

This Agreement together with its Schedules constitutes the entire agreement between the Parties on the subject matter and supersedes all prior discussions, agreements, or representations. Amendments require a written instrument signed by both Parties.

11.3Severability & assignment

If any provision is held unenforceable, the remaining provisions continue in full force and effect. Partner may not assign without Cognita's prior written consent (not unreasonably withheld). Cognita may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of Cognita's assets.

A–ESchedules