Cognizo Partner Program Terms of Service

By joining the Cognizo Partner Program, you ("Affiliate") agree to the following terms. These terms supplement any separate Affiliate Partner Agreement executed between you and Cognizo, Inc. ("Company"). In the event of a conflict, the signed Affiliate Partner Agreement shall control.

1. Program overview

Cognizo operates a sales-led partner program. Affiliate's role is limited to generating initial awareness and referrals — not managing or participating in the sales process. This program does not create an employment, agency, or partnership relationship. Affiliate is an independent contractor.

2. Tracking and attribution

All referrals are tracked through Rewardful using your unique affiliate link. A referral is attributed to you if (i) the prospect clicks your unique affiliate link and becomes a paying customer within ninety (90) days of that click, or (ii) the prospect is a Registered Referral (as defined in Section 2A) and becomes a paying customer within ninety (90) days of the date Company accepts the registration.

2A. Registered referrals

• If you introduce a prospect to Company directly (by email, call, meeting, or other means) rather than through your affiliate link, you may register that prospect as a referral by submitting the prospect’s company name, contact name, and contact details to partners@cognizo.ai before making the introduction.
• Company will confirm acceptance or rejection of a registration within five (5) business days. Company may reject a registration at its sole discretion, including where the prospect is an existing customer, is already in active discussions with Company, or has been registered by another affiliate.
• A prospect becomes a “Registered Referral” only upon Company’s written acceptance. Registrations are valid for ninety (90) days from the acceptance date; a prospect that has not become a paying customer within that period may be re-registered subject to Company’s approval.
• Where a prospect is both a Registered Referral and has clicked an affiliate link, attribution goes to whichever occurred first.

3. Commissions

• Rate: 20% of all payments received from each qualified referral during the first 12 months following their initial paid subscription date.
• Payments: Issued monthly on or around the 15th for the prior month's qualifying transactions, subject to a $100 USD minimum payout threshold.
• Refunds / Chargebacks: Company may deduct the corresponding commission from future payments.
• Taxes: Affiliate is solely responsible for all taxes. Company may require a W-9 (or W-8BEN for non-US affiliates) before processing payments.
• Conversion Validation: Company reserves 30 days following each conversion to verify it meets all qualification criteria. Commissions are not payable until approved. Failure to act within 30 days constitutes approval.
• Sales Pipeline Overlap: If a referred prospect is already in Company's active sales pipeline (as recorded in Company's CRM), Company has sole discretion to determine whether the referral qualifies. Company will notify you within 15 business days if a referral is disqualified.

4. Qualified referrals

A "Qualified Referral" is a new customer who: (a) clicks your affiliate link, or is a Registered Referral accepted by Company under Section 2A; (b) executes a paid subscription within the 90-day attribution window; (c) is not an existing customer or active prospect in Company's sales pipeline at the time of the referral; and (d) has been approved by Company per the conversion validation process above.

5. Affiliate obligations

You agree to:

• Promote Cognizo in a professional, ethical, and lawful manner consistent with any brand guidelines provided.
• Clearly disclose your affiliate relationship in accordance with FTC Endorsement Guides (16 CFR Part 255) or equivalent regulations in your jurisdiction.
• Comply with all applicable laws, including GDPR, CCPA, and CAN-SPAM where applicable.

You agree NOT to:

• Engage in spam, cookie stuffing, false product claims, or impersonation of Company.
• Bid on or purchase search ads for "Cognizo" or similar branded terms without prior written consent.
• Use affiliate links to refer yourself, your employees, or any entity under common ownership (self-referrals will be disqualified).
• Contact or solicit prospects in active sales conversations with Company's sales team.
• Represent yourself as a Company sales representative, account executive, or authorized agent.

AI-Generated Content: You may use AI tools to create promotional content, provided it meets the same accuracy and brand standards as manually created content, contains no fabricated claims or invented testimonials, and is reviewed for accuracy before publication. Company may require removal of any non-compliant AI-generated content.

6. Intellectual property

Company grants you a limited, non-exclusive, non-transferable, revocable license to use Company's name, logo, and approved marketing materials solely for promotional activities under this program. Do not modify Company trademarks without prior written consent. All IP rights remain Company's sole property.

7. Confidentiality

Commission rates, business strategies, customer data, and proprietary technology shared with you are confidential. Do not disclose to third parties without written consent. This obligation survives termination for two (2) years.

8. Termination

Either party may terminate at any time with 30 days' written notice. Company may terminate immediately for material breach if not cured within 15 days of notice. Upon termination: (a) you must immediately stop all promotional activities and remove all affiliate links; (b) Company will pay accrued commissions for referrals whose initial affiliate link click or registration acceptance date occurred prior to the termination date, even if the sale closes after termination; and (c) your license to use Company IP terminates immediately.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED COMMISSIONS PAID TO AFFILIATE IN THE PRECEDING 12 MONTHS.

10. Indemnification

You agree to indemnify and hold harmless Company from claims arising out of your breach of these terms, your marketing activities, or your violation of applicable laws.

11. Modification

Company may modify these terms with 30 days' written notice. Continued participation after notice constitutes acceptance. If you do not accept, you may terminate per Section 8.

12. General

• Governing Law: State of Delaware, without regard to conflict of laws.
• Disputes: Good-faith negotiation first; binding arbitration (American Arbitration Association rules) if unresolved within 30 days.
• Force Majeure: Neither party is liable for failures due to causes beyond reasonable control, including third-party service outages (including Rewardful).
• Assignment: You may not assign without Company's written consent.
• Severability: Invalid provisions do not affect remaining terms.

Questions? Contact us at partners@cognizo.ai.