Cognota Assist™ Terms of Use

The following terms apply throughout these Terms. Terms defined in the Cognota Terms of Use have the same meaning here unless otherwise specified.

Applies to Clients and Practitioners

The following provisions apply equally to Clients and Practitioners. In the event of a conflict between these General Provisions and the Client Guide or Practitioner Terms, the specific section governing the relevant party prevails.

a) Nature of Platform

Cognota operates a technology platform that connects independent Practitioners with Clients. Cognota is a software technology company, not a learning and development services provider. Cognota does not perform, supervise, or direct the professional services Practitioners deliver to Clients. The Platform facilitates the commercial relationship between Practitioners and Clients and does not create an employment, agency, or joint venture relationship between Cognota and any Practitioner or between any Practitioner and any Client. Availability of the Platform is subject to the SLA published at the Trust Center.

b) Intellectual Property

Cognota owns all right, title, and interest in the Platform, associated software and documentation, the Cognota® and LearnOps® trademarks, and all Aggregated Statistics. Upon Cognota’s release of a Client’s Credits for a Project, the Practitioner assigns to the Client all right, title, and interest in and to the Deliverables for that Project, including all intellectual property rights therein. This assignment runs directly from Practitioner to Client; Cognota is not the assignee. Practitioners retain all Pre-Existing IP. Where Pre-Existing IP is incorporated into Deliverables, Client receives a non-exclusive, perpetual, royalty-free license to use it solely as part of those Deliverables for Client’s internal business purposes. Where Deliverables incorporate third-party licensed materials, the Practitioner must disclose this to the Client through the Platform before delivery; such materials remain subject to their own license terms. Cognota may compile Aggregated Statistics based on Platform activity and may make them publicly available in compliance with applicable Law, provided they do not identify any Client or Practitioner or their Confidential Information. All right, title, and interest in Aggregated Statistics belong solely to Cognota. Practitioners assign to Cognota all right, title, and interest in any Feedback, and Cognota may use Feedback for any purpose without obligation or compensation.

c) Confidential Information

Each party shall hold the other’s Confidential Information in strict confidence, use it only for the purposes of these Terms, and protect it with at least the same care used for its own confidential information. Confidentiality obligations commence on the date of first disclosure and survive for five (5) years from that date, except for trade secrets, for which they survive indefinitely. On termination or on request, each party shall promptly return or destroy the other’s Confidential Information. A party may disclose Confidential Information only to the extent required by Law, provided it gives the other party prompt written notice where legally permissible and reasonably cooperates in seeking a protective order. Practitioner’s confidentiality obligations extend to Client Confidential Information received in connection with any Project; these obligations run in favour of each Client as a third-party beneficiary.

d) Data Protection

Processing of Personal Information in connection with the Platform is governed by Cognota’s Privacy Policy and the DPA, which is incorporated into these Terms by reference. Each party shall comply with all applicable privacy and data protection Laws in connection with its use of the Platform. Clients are responsible for ensuring that any Personal Information shared with Practitioners through the Platform is shared lawfully and with any required consents obtained. Neither Clients nor Practitioners shall upload sensitive Personal Information (including health information, government identification numbers, or financial account information) to the Platform without Cognota’s prior written approval.

e) Trademarks

Neither Clients nor Practitioners may use the Cognota® or LearnOps® trademarks or any Cognota brand assets in any marketing or promotional materials without Cognota’s prior written consent.

f) Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond that party’s reasonable control, including acts of God, epidemics, pandemics, war, terrorism, government action, strikes, or internet or infrastructure outages.

g) Export Compliance

Neither Clients nor Practitioners may use the Platform in any country subject to embargo or sanctions, if they are on any restricted party list, or for any purpose that would violate applicable export control laws or regulations.

h) Governing Law

These Terms are governed by the laws of the Province of Ontario, Canada, disregarding conflict of laws principles. Disputes arising from these Terms will be settled in the courts of Ontario, Canada, to whose exclusive jurisdiction all users of the Platform consent.

i) Updates to These Terms

Cognota may update these Terms from time to time. Cognota will notify users of material changes by posting the updated Terms on the Platform. Continued use of the Platform after the effective date of any update constitutes acceptance of the updated Terms.

j) AI Terms

The AI Terms available at www.cognota.com/ai-terms are incorporated into these Terms and specify additional terms applicable to any AI-enabled features of the Platform.

k) Survival

Sections 2(b), 2(c), 2(d), 2(h), 2(j), 4(b), 4(e), 4(f), 4(h), and 4(i) survive termination or expiry of these Terms.

Applies to Clients

This Client Guide governs Client access to and use of the Platform. It is incorporated into and forms part of the Cognota Terms of Use. In the event of a conflict between this Client Guide and the Cognota Terms of Use, the Cognota Terms of Use governs.

a) How the Marketplace Works

The Marketplace connects Clients with vetted independent Practitioners offering professional learning and development services. Cognota operates the technology, vets and approves Practitioners, manages the payment flow, and provides project management and dispute support tools. Cognota does not perform the professional services that Practitioners deliver to Clients.

b) Credits

To post Projects and engage Practitioners, Clients must pre-purchase Credits and load them into their Platform account. Credits are applied against Project values as work is approved and payments are released. Credits do not expire during an active subscription term and are non-refundable except as set out in the Cognota Terms of Use. The value and purchase mechanics of Credits are set out in the applicable Order Form or as displayed on the Platform.

c) Posting Projects

Clients post Projects by specifying the scope, required Deliverables, timeline, and budget. Once posted, approved Practitioners may submit Proposals. Client selects a Practitioner at its sole discretion. Accepting a Proposal forms a project engagement between Client and Practitioner on the terms of that Proposal; Cognota is not a party to that engagement. Accepting a Proposal places a Credits hold for the agreed Gross Project Value. Cognota does not guarantee any minimum number of Proposals for any Project.

d) Milestones and Project Management

Client and Practitioner may agree on Milestones through the Platform, each with specified deliverables, a timeline, and an associated payment amount. Milestone terms are documented on the Platform and form the basis for payment release and dispute resolution. All Project communications should be conducted through the Platform to maintain a complete record. If Client wishes to change the scope of an active Project, Client must agree the change with the Practitioner on the Platform before additional work begins.

e) Approving Work and Releasing Payments

When a Practitioner submits Deliverables or completes a Milestone, Client will be notified through the Platform. Client should review promptly and either approve or provide written feedback specifying any material non-conformance with the agreed scope. On approval, the corresponding Credits are released to Cognota for disbursement to the Practitioner net of the Platform Service Fee. If Client does not approve or raise a written dispute within ten (10) calendar days of submission, the submission is deemed approved and Credits are released automatically. Client shall not withhold approval in bad faith. Client agrees not to seek any chargeback or payment reversal in connection with any payment released in accordance with this Client Guide; doing so is a material breach.

f) Fees

Client’s Credits are applied against the full Gross Project Value of each Project or Milestone. Client is responsible for any taxes applicable to its purchase of Credits in its jurisdiction. Cognota does not withhold taxes on behalf of Practitioners.

g) Disputes

Cognota encourages Clients and Practitioners to resolve Project disputes directly through the Platform. If direct resolution is not possible, either party may request Cognota’s dispute support through the Platform. Cognota will review available Platform records and use commercially reasonable efforts to provide a resolution assessment within seven (7) business days, based on documented Project scope and Platform communications. Cognota’s assessments are made in good faith and are final and binding.

h) Relationship with Practitioners

Practitioners are independent contractors, not employees of Cognota or of Client. Client shall define Project requirements and deliverables through the Platform but shall not direct the manner or method by which a Practitioner performs work, set the Practitioner’s working hours, or offer Practitioners any employment benefits. Client shall not engage any Practitioner outside the Platform for any Project that originated on the Platform, during the active engagement and for twelve (12) months after its conclusion, without Cognota’s prior written consent.

i) Limitation of Liability

Applies to Practitioners

Unless otherwise agreed to in writing by Cognota, the following terms govern access to and use of the Platform by each Practitioner. If registering on behalf of a business entity, the individual accepts on behalf of and binds that entity. These Terms supersede any prior consulting, contractor, freelancer, referral, or partner agreement between Practitioner and Cognota or its affiliated platforms, including any agreement previously executed in connection with Learnexus.

a) Registration and Vetting

Practitioners must complete Cognota’s registration and vetting process and provide accurate, current information. Practitioners register as either an Individual (a natural person operating as a sole trader or freelancer) or a Business Entity (an incorporated company or partnership). Cognota may approve or reject any application at its sole discretion. As a condition of registration and at any time during the term of these Terms, Cognota reserves the right to conduct, or require Practitioner to facilitate, a background check. Practitioner consents to such checks and agrees to cooperate promptly. Cognota may suspend or terminate access if a background check reveals information that Cognota reasonably considers material to Practitioner’s suitability. Practitioners must keep account information current throughout the term of these Terms.

b) Independent Contractor Status

Practitioner is an independent contractor in all jurisdictions in which it operates. By accepting these Terms, Practitioner represents and warrants on a continuing basis that:

• Practitioner operates an independently established trade or business and is not economically dependent on Cognota or any single Client;
• Cognota is a technology platform and does not control the manner, method, or means by which Practitioner performs any Project;
• Practitioner sets its own working hours and uses its own tools, equipment, and professional resources;
• Practitioner may engage its own subcontractors or substitute workers to assist with Project work, provided Practitioner remains responsible for delivery quality, any substitute is bound by confidentiality and data security obligations at least as protective as those in these Terms, and Client is notified through the Platform;
• Practitioner is free to work for other clients, platforms, and employers simultaneously without restriction;
• Practitioner is solely responsible for all taxes on income earned through the Platform in all applicable jurisdictions, including income taxes, self-employment taxes, VAT, and GST/HST, and will indemnify Cognota for any tax liability assessed against Cognota arising from Practitioner’s failure to satisfy such obligations; and
• Practitioner is not entitled to any employment benefits from Cognota or any Client, including vacation, sick leave, health insurance, pension, or severance.

c) Platform Access and Use Restrictions

Subject to compliance with these Terms, Cognota grants Practitioner a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely to find, propose, and deliver Projects. Practitioner shall not:

• sublicense or transfer Platform access;
• reverse engineer, decompile, or attempt to derive Platform source code;
• use automated tools or bots on the Platform;
• use the Platform to develop, train, or improve any artificial intelligence or machine learning model without Cognota’s prior written consent; or
• use the Platform for any unlawful purpose or in violation of applicable Law.

Cognota may suspend Platform access if Practitioner breaches these Terms, poses a security risk, or engages in fraudulent or illegal conduct.

d) Deliverables and Quality

Practitioner warrants that:

• all Deliverables will materially conform to the Project scope and Milestones as documented on the Platform;
• services will be performed in a professional and workmanlike manner consistent with applicable industry standards;
• Deliverables will be Practitioner’s original work and, to Practitioner’s knowledge, will not infringe any third party’s intellectual property rights; and
• Practitioner has the right and authority to enter into these Terms and to grant the rights granted herein.

If any Deliverable incorporates Pre-Existing IP or third-party licensed materials, Practitioner must disclose this to the Client through the Platform before delivery.

e) Fees and Disbursements

Cognota deducts a Platform Service Fee of the Gross Project Value from each Disbursement, unless a different rate is agreed in a separate written agreement between Cognota and Practitioner. Net Disbursement equals Gross Project Value minus the Platform Service Fee minus any amounts owed by Practitioner to Cognota. Cognota initiates Disbursement processing within ten (10) calendar days of Client approval of a completed Project or Milestone. Disbursements are not wages or salary; Cognota acts as payment intermediary releasing funds on behalf of Clients. Practitioner is solely responsible for all taxes on amounts received. Practitioner must not accept or solicit payment from a Client outside the Platform for any Project sourced on the Platform, during the active engagement and for twelve (12) months after its conclusion. Violation of this provision entitles Cognota to recover the greater of the applicable Platform Service Fee or USD $5,000 per violation, and to suspend or terminate Practitioner’s access. In the event of any overpayment, Practitioner will promptly refund the overpaid amount or authorize Cognota to deduct it from future Disbursements.

f) Security and Data Protection

Practitioner shall maintain security standards at least as protective as those Cognota commits to Clients, including:

• storing all Client data and Confidential Information on AES-256 encrypted volumes;
• transmitting all Client data using TLS 1.2 or higher;
• maintaining appropriate access controls limiting access to authorized personnel only; and
• notifying Cognota at security@cognota.com within twenty-four (24) hours of discovering any actual or suspected unauthorized access to Client data.

Any Practitioner subcontractor who accesses Client data must be bound by security obligations at least as protective as those in this section.

g) Insurance

Practitioner shall maintain at its own expense insurance coverage appropriate for the services it provides. At registration and annually thereafter, Practitioner shall self-attest that it holds adequate coverage, including at minimum Professional Liability/Errors and Omissions insurance, Commercial General Liability insurance, and Cyber Liability insurance where Practitioner handles Client data. Cognota reserves the right to request evidence of coverage at any time. Practitioner shall provide a certificate of insurance within ten (10) days of such request. Failure to provide evidence of adequate coverage within that period is a breach of these Terms and may result in suspension of Platform access until the breach is cured. Cognota is not named as an additional insured on any Practitioner policy.

h) Indemnification

Practitioner shall indemnify, defend, and hold harmless Cognota, its Affiliates, officers, directors, employees, and agents from any losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• any breach of these Terms;
• Practitioner’s performance or non-performance of any Project;
• any claim that Deliverables infringe a third party’s intellectual property rights, including any such claim that results in Cognota’s liability to a Client;
• Practitioner’s failure to comply with applicable Law; or
• any claim by a tax or labour authority that an employment relationship exists between Cognota and Practitioner, including any resulting back taxes, penalties, or benefit costs.

Cognota shall indemnify Practitioner from any third-party claim that the Platform itself (excluding Practitioner-supplied content and Deliverables) infringes a third party’s intellectual property rights, provided Practitioner promptly notifies Cognota in writing and cooperates in the defense.

i) Limitation of Liability

j) Term and Termination

These Terms commence on the date of electronic acceptance and continue until terminated. Either party may terminate on thirty (30) days’ written notice to legal@cognota.com. Cognota may terminate immediately if Practitioner materially breaches these Terms and fails to cure within fifteen (15) days of written notice, or immediately where the breach is incapable of cure or involves anti-circumvention, confidentiality, or misrepresentation of contractor status. Either party may terminate immediately on the other’s insolvency. On termination: Platform access ends immediately; Practitioner shall complete or transition active Projects as directed by Cognota; Cognota will disburse earned payments for approved work net of applicable fees; and Practitioner shall promptly return or destroy all Confidential Information.

k) Miscellaneous

These Terms, together with any Project-specific terms on the Platform, constitute the entire agreement between Cognota and Practitioner with respect to the Platform and supersede all prior agreements, including any prior Learnexus platform agreements. Cognota may assign these Terms without consent in connection with a merger, acquisition, or sale of assets to a non-competitor, with thirty (30) days’ written notice to Practitioner; Practitioner may not assign without Cognota’s prior written consent. If any provision is found invalid or unenforceable it will be modified to the minimum extent necessary; remaining provisions continue in full force. Cognota may engage Affiliates, partners, and subcontractors in the provision of the Platform; use of subprocessors who handle Personal Information is governed by the DPA. Notices to Cognota shall be sent to legal@cognota.com; notices to Practitioner shall be sent to the email address associated with Practitioner’s Platform account and are deemed delivered upon transmission absent a delivery failure notice.