Consultant Licensee Agreement

Last updated: August 2026

This Consultant Licensee Agreement ("Agreement") governs the relationship between ITOMAC Inc. ("ITOMAC", "we", "our", or "us") and the consultant, firm, or organisation identified below ("Partner", "you", or "your") as a licensed consultant-partner of the OpsAlign platform. By checking the acknowledgment box during onboarding, or by continuing to use OpsAlign under a consultant licence, you agree to be bound by this Agreement.

This Agreement governs your relationship with ITOMAC as a licensed partner. It is separate from, and in addition to, the OpsAlign Terms of Use, which governs platform access generally.

1. Licence Grant

Subject to this Agreement and payment of the fees below, ITOMAC grants you a limited, non-exclusive, non-transferable licence to (a) access and use OpsAlign to deliver assessment services to your own clients, and (b) represent yourself as an authorised OpsAlign consultant-partner in your sales and delivery activities. This licence does not grant you any ownership interest in OpsAlign, its methodology, or its brand.

2. Fee Structure

Your consultant licence is billed at $500 per month, charged automatically via the payment method on file. Fees are non-refundable except as required by applicable law or as expressly agreed in writing by ITOMAC. Billing begins in accordance with the terms presented at checkout during onboarding.

ITOMAC reserves the right to suspend platform access for non-payment after reasonable notice to the billing contact on file.

3. Commission on Licence Sales

You are eligible to earn a commission equal to one-third (33.3%) of the OpsAlign annual platform licence fee for any full licence you sell to a client or non-client organisation. Commission is payable by ITOMAC within 30 days of ITOMAC receiving cleared payment from the licensee. You are not permitted to represent yourself as an employee or agent of ITOMAC Inc. in any sales capacity — see Section 6.

4. SOW Revenue Share

You agree that 10% of all project revenue generated from Statements of Work (SOWs) that originate from OpsAlign platform findings or referrals will be remitted to ITOMAC within 30 days of your firm receiving cleared client payment. This applies to all SOW engagements where the OpsAlign assessment was the primary or contributing basis for the project scope.

5. Insurance Requirement

You must maintain active Errors & Omissions (E&O) insurance coverage for the duration of this Agreement, at the coverage level disclosed to ITOMAC at onboarding. Policy details are self-reported; ITOMAC may request a current ACORD 25 certificate of insurance before your first client assessment is activated, and at any point during your active licence period. You must notify ITOMAC promptly if your coverage lapses, is materially reduced, or is not renewed.

6. Independent Status — No Representation as ITOMAC

You are an independent licensee of ITOMAC, not an employee, agent, joint venturer, or partner of ITOMAC Inc. You have no authority to bind ITOMAC to any contract, obligation, or representation. You may identify yourself as an "OpsAlign Consultant-Partner" or equivalent authorised designation, but you may not represent yourself — orally, in writing, or through marketing materials — as an employee or agent of ITOMAC Inc. in any sales, delivery, or support capacity.

7. Data Handling & Confidentiality

In the course of delivering OpsAlign assessments, you will have access to assessment data belonging to your clients across your book of business ("Client Data"). You agree to:

• Use Client Data solely to deliver OpsAlign-related services to that specific client
• Treat Client Data as confidential and not disclose it to any third party without that client's consent, except as required by law
• Not use one client's Client Data to benefit or inform work for a different client without authorisation
• Notify ITOMAC promptly of any suspected unauthorised access to, or breach involving, Client Data accessed through the OpsAlign platform
• Comply with applicable data protection laws in the jurisdictions where you operate

You retain no ownership rights in Client Data beyond what your own agreements with your clients establish. ITOMAC's handling of Client Data you input into the platform is governed by the Terms of Use and Privacy Policy.

8. Intellectual Property & Acceptable Use

OpsAlign — including its methodology, scoring framework, domain architecture, software, and all ITOMAC-produced content — is the intellectual property of ITOMAC Inc. Nothing in this Agreement transfers ownership of any ITOMAC intellectual property to you. You may not:

• Sublicense, resell, or share your own platform login or seat access with any third party, including your clients
• Reverse engineer, decompile, or attempt to derive the platform's underlying methodology, scoring logic, or source code
• Use the platform, its outputs, or knowledge gained through it to develop a competing assessment product or service
• Use the "OpsAlign" or "ITOMAC" names, logos, or branding except as authorised for your activities as a consultant-partner under this Agreement

For the avoidance of doubt: nothing above restricts your ability to sell OpsAlign licences or deliver OpsAlign-based assessment services to your own clients — that is the purpose of this Agreement.

9. Term & Termination

This Agreement remains in effect for as long as your consultant licence is active. Either party may terminate as follows:

• Voluntary termination by you: written notice to ITOMAC at info@itomac.com, with a minimum 15 business days' notice before your subscription is cancelled — consistent with the notice period ITOMAC applies to its own direct-client closures.
• Termination by ITOMAC for cause: immediately upon written notice, in the event of material breach including but not limited to failure to remit commission or SOW revenue share under Sections 3–4, lapse of required insurance under Section 5, or unauthorised representation under Section 6.
• Termination by ITOMAC without cause: with 30 days' written notice.

Effect on active clients: termination of this Agreement does not automatically terminate your clients' own OpsAlign licences. Upon termination, ITOMAC and you will work in good faith to transition your active client engagements — options include the client continuing under a direct ITOMAC relationship, transferring to another consultant-licensee with the client's consent, or the engagement concluding at the end of its current term. You retain no right to bill new SOW work under the OpsAlign brand, or to earn further commission or SOW revenue share, for engagements originated after the termination date.

10. AI & Output Disclaimer

OpsAlign's assessment outputs — including maturity scores, risk exposure dollar figures, compliance readiness percentages, improvement roadmaps, and narrative findings — are generated using a combination of algorithmic scoring and AI-generated content (including large language model output), based on the data your client inputs into the platform. These outputs are advisory in nature. ITOMAC does not warrant that outputs are complete, accurate, or suitable for any specific business, financial, legal, or compliance decision. Outputs do not constitute an audit, a legal opinion, a compliance certification, or a guarantee of any outcome. You are responsible for independently reviewing and validating any output before relying on it or presenting it to your client, and for advising your client accordingly.

11. No Third-Party Beneficiaries; Your Client Agreements

Your clients are not parties to this Agreement and are not third-party beneficiaries of it. ITOMAC has no direct contractual relationship with, and owes no duty of care to, your clients or their personnel — including individuals who complete OpsAlign surveys at your request. You are solely responsible for the terms of your own engagement with your clients, including the fees, scope, deliverables, and any warranties or representations you make about OpsAlign outputs.

You agree that your own client-facing agreements (engagement letters, SOWs, MSAs, or equivalent) will include, at minimum, disclaimers and a limitation of liability no less protective of ITOMAC than those in Sections 10 and 12 of this Agreement — including a statement that assessment outputs are AI-assisted and advisory in nature, and are not guaranteed accurate, complete, or suitable for any specific decision. Your failure to include such terms in your own client agreements does not reduce your indemnification obligations under Section 13.

12. Disclaimer of Warranties; Limitation of Liability

OpsAlign is provided "as is" and "as available," on the same basis described in Sections 8–9 of the Terms of Use, and subject to the AI & Output Disclaimer in Section 10. ITOMAC's total liability to you under this Agreement — including any liability arising from your use of OpsAlign outputs in delivering services to your clients — shall not exceed the total licence fees you paid ITOMAC in the twelve months preceding the claim. In no event shall ITOMAC be liable for indirect, incidental, consequential, or punitive damages, including damages arising from claims brought by your clients against you.

13. Indemnification

You agree to indemnify, defend, and hold harmless ITOMAC and its officers, employees, and agents from and against any claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from or related to:

• your use of OpsAlign in violation of this Agreement or applicable law;
• your representations to clients or prospective clients that exceed the authority granted under Section 6; or
• any dispute, claim, or demand brought by your client, or by any individual who participated in an OpsAlign assessment at your request, arising from or related to the engagement between you and that client — including claims relating to the accuracy, use, or interpretation of OpsAlign outputs, the services you delivered, or your own fees, scope, or contractual terms with that client — except to the extent such claim arises directly from ITOMAC's gross negligence or willful misconduct in operating the OpsAlign platform itself.

14. Governing Law

This Agreement is governed by the laws of the Commonwealth of Virginia, without regard to conflict of law principles. Any disputes shall be subject to the exclusive jurisdiction of the courts of that jurisdiction.

15. Changes to This Agreement

ITOMAC may update this Agreement from time to time. We will notify active consultant-licensees of material changes. Continued use of your consultant licence after notice of changes constitutes acceptance of the updated Agreement.

16. Contact

For questions about this Agreement, please contact:
ITOMAC Inc.
Email: info@itomac.com
Website: opsalign.ai