Agency Partner Agreement

1.1 “Audit” means a complete digital health assessment cycle, including questionnaire completion, AI analysis, and report generation using the Platform.

1.2 “Audit Credits” means the pre-purchased units entitling Agency Partner to conduct Audits, including subscription allocations and velocity credit packs.

1.3 “End Client” means any third-party organization for whom Agency Partner conducts Audits or provides Platform-derived services.

1.4 “Client Tenant” means a segregated workspace within the Platform configured for an individual End Client.

1.5 “White-Label Features” means the branding customization capabilities including custom logos, colors, and branded reports.

1.6 “Partner Portal” means the Agency Partner command center providing multi-tenant management, analytics, and administrative functions.

1.7 “Resale” means the provision of Platform services to End Clients, whether as a standalone offering or bundled with Agency Partner's other services.

1.8 “AGOS” means the Agency Operating System, including AI Native Lead-to-Revenue, multi-tenant client management, white-label capabilities, agency CRM, and partner analytics.

1.9 “RMOS” means the Smart Risk Management Operating System, including its seven strategic domains, 34 mission-critical modules, and seven SME AI agents, when subscribed to by Agency Partner for End Client delivery.

1.10 “Platform” means, collectively, the DigiAudit AI Engine, AGOS, RMOS, AI Native Growth & Strategy module, and all associated features, tools, APIs, and dashboards accessible under Agency Partner's subscription.

2.1 License Grant. Subject to the terms of this Agreement and payment of applicable fees, Digi Cosmos grants Agency Partner a limited, non-exclusive, non-transferable license to:

• (a) Access and use the Platform and Partner Portal
• (b) Create and manage Client Tenants for End Clients
• (c) Conduct Audits and generate Reports for End Clients using Audit Credits
• (d) Apply White-Label Features to customize End Client experiences
• (e) Resell Platform services to End Clients under Agency Partner's own agreements

2.2 Audit Allocation. Agency Partner's subscription includes:

• AI Native Lead-to-Revenue: Twelve (12) Audits per year (monthly allocation)
• Velocity Credit Packs: As purchased (2-Pack or 5-Pack)

2.3 Territory. The license is non-exclusive and global, subject to applicable export restrictions and sanctions.

2.4 Restrictions. Agency Partner shall not:

• (a) Sub-license or allow End Clients direct access to the Partner Portal
• (b) Misrepresent the Platform as solely developed by Agency Partner
• (c) Modify, reverse engineer, or create derivative works of the Platform
• (d) Use the Platform for competitive analysis or development
• (e) Conduct Audits beyond allocated credits without purchase
• (f) Share Platform credentials or allow unauthorized access

3.1 End Client Agreements. Agency Partner shall enter into written agreements with each End Client that:

• (a) Include terms at least as protective of Digi Cosmos as this Agreement
• (b) Disclaim warranties consistent with Article 9 of this Agreement
• (c) Limit Digi Cosmos's liability to End Clients
• (d) Comply with applicable privacy and data protection laws
• (e) Include the litigation waiver and arbitration provisions from Article 10

3.2 Compliance Responsibility. Agency Partner is solely responsible for:

• (a) All interactions and agreements with End Clients
• (b) Collection and remittance of fees from End Clients
• (c) Customer support for End Clients (first-tier)
• (d) Ensuring End Client compliance with acceptable use policies
• (e) Obtaining double consent from End Clients for data processing

3.3 Attribution. Unless using full White-Label Features, Agency Partner shall include “Powered by DigiAudit AI Engine” attribution in Reports and client-facing materials.

3.4 Accurate Information. Agency Partner warrants that all information provided during Audits is accurate and complete.

4.1 Branding Rights. Agency Partner may customize the following elements:

• (a) Logo and favicon in End Client portals
• (b) Primary and accent colors
• (c) Report headers and footers
• (d) Email notification templates

4.2 Trademark License. Each party grants the other a limited, non-exclusive license to use its trademarks solely for purposes of this Agreement.

4.3 Brand Guidelines. Agency Partner shall not use Digi Cosmos branding in a manner that disparages Digi Cosmos or damages its reputation.

4.4 Co-Marketing. Agency Partner may participate in Digi Cosmos's partner directory and co-marketing opportunities upon mutual agreement.

5.1 Subscription Fees. Agency Partner shall pay the subscription fees specified at the time of purchase. All fees are in United States Dollars (USD).

5.2 Audit Credits. Audit Credits are:

• (a) Non-refundable once purchased
• (b) Valid for twelve (12) months from date of purchase
• (c) Non-transferable between Agency Partners
• (d) Consumed upon initiation of an Audit

5.3 Pricing to End Clients. Agency Partner may set its own pricing for services to End Clients. Digi Cosmos has no claim to revenues collected from End Clients.

5.4 Taxes. Fees are exclusive of applicable taxes. Agency Partner is responsible for all applicable taxes.

5.5 Payment Terms. Monthly subscriptions are billed at the start of each billing period. Velocity Credit Packs are billed upon purchase.

6.1 Digi Cosmos IP. Digi Cosmos retains all right, title, and interest in the Platform, including all Intellectual Property rights. The DigiAudit AI Engine methodology, including the 16-Pillar Digital Health Assessment Framework, Weighted Priority Scoring (WPS) System, and Multi-Agent AI Analysis Architecture, are the subject of pending patent applications filed by Digi Cosmos (A Division of Healthcart Inc.).

6.2 Agency Partner IP. Agency Partner retains all rights to its trademarks, branding, and proprietary methodologies.

6.3 End Client Data. End Client data remains the property of the respective End Client. Agency Partner is responsible for obtaining necessary consents from End Clients.

6.4 Reports. Agency Partner and its End Clients receive a perpetual, non-exclusive license to use Reports. Digi Cosmos may use anonymized, aggregated insights to improve the Platform and AI models.

6.5 No Implied License. Nothing in this Agreement grants any implied licenses to either party's Intellectual Property.

7.1 Mutual Obligations. Each party agrees to protect the other's Confidential Information with at least the same degree of care used for its own confidential information.

7.2 End Client Information. Agency Partner shall maintain the confidentiality of End Client information and shall not disclose End Client data to Digi Cosmos except as necessary for Platform operation.

7.3 Digi Cosmos Information. Agency Partner shall not disclose Digi Cosmos's pricing, technology details, or business information to third parties.

7.4 Duration. Confidentiality obligations survive for 5 years after termination after termination.

8.1 Data Controller. For End Client personal data, Agency Partner is the Data Controller and Digi Cosmos is a Data Processor.

8.2 Privacy Compliance. Each party shall comply with applicable privacy laws including PIPEDA, CASL, and where applicable, GDPR.

8.3 Data Processing Agreement. Upon request, the parties shall execute a Data Processing Agreement consistent with GDPR Article 28.

8.4 Security. Digi Cosmos implements appropriate technical and organizational measures including encryption, access controls, and regular security assessments.

8.5 Breach Notification. Digi Cosmos will notify Agency Partner of any data breach within seventy-two (72) hours. Agency Partner is responsible for notifying affected End Clients.

9.1 Digi Cosmos Warranties. Digi Cosmos warrants that: (a) it has authority to enter this Agreement; (b) the Platform will perform materially as described; (c) it will not knowingly introduce malicious code.

9.2 Agency Partner Warranties. Agency Partner warrants that: (a) it has authority to enter this Agreement; (b) it will comply with all applicable laws; (c) its End Client agreements are enforceable.

9.5 AS-IS DISCLAIMER. THE DIGIAUDIT AI ENGINE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. DIGI COSMOS EXPRESSLY DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO: (a) MERCHANTABILITY; (b) FITNESS FOR A PARTICULAR PURPOSE; (c) NON-INFRINGEMENT; (d) ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT; (e) UNINTERRUPTED OR ERROR-FREE OPERATION; (f) SECURITY OR FREEDOM FROM VIRUSES; (g) RESULTS OR OUTCOMES FROM USE OF THE PLATFORM.

9.6 PASS-THROUGH. Agency Partner shall include equivalent disclaimers in its agreements with End Clients.

10.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIGI COSMOS (A DIVISION OF HEALTHCART INC.), ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL; (c) DAMAGES ARISING FROM UNAUTHORIZED ACCESS, DATA BREACHES, OR SECURITY INCIDENTS; (d) DAMAGES ARISING FROM AI-GENERATED CONTENT, RECOMMENDATIONS, OR DECISIONS BASED THEREON; (e) DAMAGES ARISING FROM SERVICE INTERRUPTIONS, SYSTEM FAILURES, OR THIRD-PARTY SERVICE OUTAGES; (f) DAMAGES ARISING FROM USER RELIANCE ON PLATFORM OUTPUTS WITHOUT INDEPENDENT VERIFICATION. TOTAL LIABILITY SHALL NOT EXCEED FEES PAID IN THE 60 DAYS PRECEDING ANY CLAIM.

10.3 End Client Claims. Digi Cosmos shall have no direct liability to End Clients. Agency Partner shall defend and indemnify Digi Cosmos against End Client claims.

10.4 Exceptions. Limitations do not apply to: gross negligence, willful misconduct, breach of confidentiality, or IP infringement.

11.1 Agency Partner Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS DIGI COSMOS (A DIVISION OF HEALTHCART INC.), ITS PARENT COMPANY HEALTHCART INC., AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE LEGAL FEES) ARISING FROM OR RELATED TO: (a) Your use of the DigiAudit AI Engine Platform; (b) Your violation of these Terms or any applicable law; (c) Your infringement of any third-party rights; (d) Any content or data you submit to the Platform; (e) Your negligence or misconduct; (f) Any claims brought by third parties related to your use of Platform outputs.

Additionally, Agency Partner shall indemnify Digi Cosmos from claims arising from:

• (a) Agency Partner's breach of this Agreement
• (b) Agency Partner's agreements with End Clients
• (c) End Client claims against Digi Cosmos
• (d) Agency Partner's violation of applicable laws
• (e) Misrepresentation regarding the Platform

11.2 Digi Cosmos Indemnification. Digi Cosmos shall indemnify Agency Partner from claims arising from: (a) infringement of third-party IP rights by the Platform; (b) Digi Cosmos's gross negligence or willful misconduct.

12.1 Term. This Agreement commences upon acceptance and continues for the initial term, renewing automatically unless terminated.

12.2 Termination for Convenience. Either party may terminate upon 30 days written notice written notice.

12.3 Termination for Cause. Either party may terminate immediately upon material breach not cured within thirty (30) days.

12.4 Effect on End Clients. Upon termination:

• (a) Agency Partner shall notify End Clients within fifteen (15) days
• (b) Agency Partner may export End Client data within thirty (30) days
• (c) Unused Audit Credits are forfeited unless terminated by Digi Cosmos
• (d) White-Label Features must be removed from End Client materials

12.5 Survival. Articles 6, 7, 9, 10, 11, and 13 survive termination.

13.1 Governing Law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada.

13.2 Dispute Resolution. Disputes shall be resolved through Binding arbitration in Toronto, Ontario.

13.3 Independent Contractors. The parties are independent contractors. Nothing creates an employment, partnership, or agency relationship.

13.4 Assignment. Agency Partner may not assign without consent. Digi Cosmos may assign in connection with a merger or acquisition.

13.5 Force Majeure. Neither party is liable for delays beyond reasonable control.

13.6 Entire Agreement. This Agreement is the complete agreement between the parties.

13.7 Amendments. Digi Cosmos may update terms with thirty (30) days' notice.

13.8 Severability. Invalid provisions do not affect remaining terms.

13.9 Waiver. Failure to enforce does not waive rights.