Exec Partner Program Terms of Service

1.1 Program Tracks

The Program has two tracks. The “Affiliate Track” is for individuals and entities who promote Exec to their audiences through content and earn Commissions on self-serve purchases made through their Partner Links. The “Partner Track” is for vetted businesses that provide services adjacent or complementary to Exec, such as sales training firms, leadership development firms, coaches, and professional services providers, and who refer, register, co-sell, or implement Exec for their clients and earn Referral Fees on Registered Deals. You may participate in one or both tracks, as approved by Exec. Each track may have its own eligibility requirements, rates, and policies.

A given customer, transaction, or opportunity may be compensated under only one track and one mechanism. No customer or transaction will generate both a Commission and a Referral Fee, and Exec will never pay more than one Partner for the same customer or transaction. If a customer or transaction could qualify under more than one track or for more than one Partner, an accepted Registered Deal takes precedence, and Exec will otherwise determine the eligible Partner and mechanism based on Exec's records, in its sole discretion.

1.2 Application and Eligibility

Admission to the Program, each track, and any Program tier or group is at Exec's sole discretion, and Exec may reject or deny any application for any reason. You must be at least 18 years old, have the legal capacity to enter into this Agreement, provide accurate and complete information in your application, and keep that information current. You represent that you are not located in, organized under the laws of, or a resident or national of any country or region subject to comprehensive United States sanctions, and that you are not designated on any list of prohibited, restricted, or sanctioned parties maintained by the United States government.

Exec reserves the right, but has no obligation, to monitor your websites, channels, and marketing activities for compliance with this Agreement.

1.3 Accounts

You may maintain only one Program account. Creating or using multiple accounts, including through different email addresses, identities, or entities you control, is prohibited and may result in immediate termination and forfeiture under Section 4.4 (Withholding and Forfeiture). You are responsible for all activity on your account and for protecting your account credentials.

1.4 Promotion Methods

You must disclose in your application the websites, channels, and methods you will use to promote Exec, and you must keep those disclosures current as your methods change. Promoting Exec through a method or property you have not disclosed is a material breach of this Agreement.

1.5 Program Policies

“Program Policies” means the commercial parameters and operational rules of the Program that Exec publishes on the Program pages on the Platform or on Exec's website, including Commission rates and durations, Referral Fee percentages, attribution windows, holding periods, minimum payout amounts, and payout schedules. The Program Policies are incorporated into this Agreement by reference. If the Program Policies conflict with this Agreement, this Agreement controls unless the Program Policies expressly state otherwise. Changes to Program Policies apply prospectively as described in Section 15 (Modifications to This Agreement).

1.6 Partner Links

“Partner Link” means the unique tracking link or code issued to you through the Platform. You may place Partner Links only on properties and in content that you own or control or that you have disclosed under Section 1.4 (Promotion Methods). If Exec requests that you remove a Partner Link from any property or content, you must comply within 24 hours.

2.1 Qualified Referrals

A “Qualified Referral” is a customer who (a) reaches Exec through a genuine, affirmative, user-initiated click on your Partner Link; (b) is a New Customer as defined in Section 2.3; (c) completes a self-serve purchase of a paid Exec subscription within the attribution window described in Section 2.2; and (d) whose payment Exec actually collects and which is not later refunded, charged back, or canceled. A “Commission” is the amount payable to you for a Qualified Referral at the rate, on the base, and for the duration specified in the Program Policies.

2.2 Attribution

Attribution operates on a last-click basis. To earn a Commission, your Partner Link must be the last Partner Link the customer clicked before purchasing. Unless the Program Policies state otherwise, the attribution window is ninety (90) days from the click. If the customer does not complete a purchase or create an account within that window, no Commission is payable, even if the customer later subscribes directly. Only one Partner can earn compensation for a single customer. Exec's tracking systems and records are the system of record for attribution, and Exec's good-faith determinations based on those records are final. Exec is not liable for Commissions that are not recorded due to your errors in implementing or sharing Partner Links.

2.3 New Customers

A “New Customer” is a customer who, at the time of the click and at all times during the ninety (90) days before the click, (a) did not hold an Exec account or subscription; (b) was not an active user in any Exec workspace; and (c) was not engaged in active sales discussions with Exec. No Commission is payable for referrals of existing customers, former customers, or prospects already in Exec's sales pipeline.

2.4 Self-Serve Purchases Only; Sales-Assisted Deals

The Affiliate Track compensates self-serve conversions only. A purchase completed through or with the assistance of Exec's sales team, including deals involving demos with sales representatives, negotiated pricing, custom contracting, security review, or order forms, is not a Qualified Referral and does not generate a Commission.

However, if a customer you referred enters a sales-assisted process, you may submit that opportunity for registration under the Partner Track as described in Section 3 (subject to Partner Track acceptance criteria), and Exec may, in its discretion, elect to treat your referral as a Registered Deal. Compensation for sales-assisted opportunities is available exclusively through the Partner Track.

2.5 Rates and Duration

Commission rates, the fee base (which excludes taxes, refunds, chargebacks, and discounts), and the duration of recurring Commissions are specified in the Program Policies. Changes to rates or duration apply prospectively only. Referrals attributed before the effective date of a change continue to earn under the terms in effect at the time of attribution.

3.1 Deal Registration

A Partner Track participant may register a sales opportunity by submitting it to Exec before the opportunity closes, either (a) through the Partner's tracked link or registration form on the Platform, or (b) in writing to Exec's partner team at the contact identified in the Program Policies. A registration must identify the prospective customer, the Partner's relationship to the prospect, and the anticipated opportunity. A “Registered Deal” is a registration that Exec has accepted in writing (including by email or through the Platform).

3.2 Acceptance and Rejection

Exec will use commercially reasonable efforts to review each registration within five (5) business days. Acceptance is at Exec's sole discretion. Without limitation, Exec may reject a registration if (a) the prospect is an existing or former Exec customer; (b) an active opportunity for the prospect already exists in Exec's records; (c) another Partner registered the same prospect first; or (d) the registration is incomplete or inaccurate. Exec's records are the system of record for whether an opportunity was registered, accepted, and sourced by a Partner. Exec will never pay more than one Referral Fee, to one Partner, for a single transaction.

3.3 Protection Period

A Registered Deal is protected for ninety (90) days from acceptance (the “Protection Period”). Exec will extend the Protection Period once, for up to ninety (90) additional days, upon the Partner's request supported by documented, ongoing deal activity. If the opportunity does not close within the Protection Period as extended, the registration expires and no Referral Fee is payable for a later closing, unless Exec agrees otherwise in writing.

3.4 Referral Fees

A “Referral Fee” is the amount payable for a Registered Deal that closes during the Protection Period, calculated as the percentage specified in the Program Policies of the subscription fees payable for the first twelve (12) months of the resulting customer agreement, net of taxes, discounts, credits, refunds, and chargebacks, and excluding fees for professional services, implementation, training, and support. Unless the Program Policies state otherwise, Referral Fees are one-time, and no Referral Fee is payable on renewals. Expansion revenue contracted within twelve (12) months after the initial closing on a Registered Deal account accrues Referral Fees at the same rate.

Referral Fees accrue only as Exec actually collects the corresponding fees from the customer, and become payable through the payment process in Section 4. If a customer fails to pay, the associated Referral Fee is not owed. If fees are refunded or charged back, the associated Referral Fee is reversed under Section 4.3.

A Referral Fee is payable on an accepted Registered Deal regardless of the extent of Exec's involvement in the sales process, including where Exec conducts the negotiation, contracting, and security review.

3.5 Co-Selling and Influenced Deals

Exec controls all pricing, discussions, negotiations, and contracting for Exec products and services, and nothing in this Agreement obligates Exec to offer or sell anything to any prospect. Exec may invite a Partner to participate in the sales process for a Registered Deal, but participation does not change the Referral Fee unless agreed in writing. No fee is payable for influence on opportunities that Exec sourced and that were not Registered Deals. Exec may, in its discretion, compensate such contributions case by case in writing.

3.6 Purchases on Behalf of Clients

A Partner Track participant may, in connection with a Registered Deal, create and administer an Exec workspace on behalf of an identified end client (a “Client”), and may act as the paying customer of record for that workspace and invoice the Client directly, provided the Partner discloses the Client to Exec in the registration. Purchases made in this manner under a disclosed Registered Deal are not self-referrals under Section 5.4. Purchases for the Partner's own use, or for any undisclosed party, earn no Commission or Referral Fee.

For any given transaction, the Partner may receive a Referral Fee or reseller economics (such as a partner discount agreed in writing), but never both. Where the Partner is the customer of record, the Partner is responsible for the workspace under Exec's applicable customer terms, and the Client and its users must accept and are subject to Exec's applicable terms of service. The Client retains direct access to its Exec workspace regardless of the status of the Partner's relationship with Exec or with the Client.

3.7 Partner Directory

Exec may publish a directory of Partner Track participants. Listing in the directory is at Exec's sole discretion, may be conditioned on requirements described in the Program Policies (such as vetting, certification, or activity minimums), and may be edited, suspended, or removed by Exec at any time. You grant Exec a nonexclusive, royalty-free license to display your name, logo, and profile content in the directory and in Program marketing. You represent that your profile content is accurate and will be kept current. A directory listing is not a guarantee of leads, referrals, or revenue, is not an endorsement of your services, and creates no exclusivity. Exec is not a party to, and has no responsibility for, any engagement between you and a customer who finds you through the directory.

4.1 Payment Through the Platform

Commissions and Referral Fees are paid through the Platform and its payout providers (currently Stripe, or PayPal where Stripe is not supported). As preconditions to any payout, you must (a) maintain a valid payout account with the Platform's payout provider, including completing any required identity verification; and (b) complete all required tax documentation (such as an IRS Form W-9 or the applicable Form W-8) through the Platform or as Exec requests. Unless the Program Policies state otherwise, payouts are processed monthly, and amounts below a minimum payout threshold of $50 roll forward until the threshold is met. Payout processing times and fees are determined by the Platform and its payout providers.

4.2 Holding Period

Each Commission and Referral Fee is subject to a holding period of thirty (30) days from the date it accrues (or such other period stated in the Program Policies) before it becomes eligible for payout, to allow for refunds, chargebacks, cancellations, and fraud review. Amounts flagged by Exec or the Platform for risk review may be held beyond the standard holding period until the review is resolved.

4.3 Reversals and Clawbacks

Exec may reverse, cancel, or claw back any Commission or Referral Fee, whether pending or already paid, that is attributable to (a) a refunded, charged back, canceled, or downgraded transaction; (b) fraud, abuse, or a violation of this Agreement; (c) an ineligible or invalid referral or registration; or (d) a tracking, calculation, or payment error. Reversals of paid amounts may be deducted from future payouts, and if future payouts are insufficient, you will repay the amount within thirty (30) days of Exec's request. These rights survive payment of the amounts concerned and termination of this Agreement, and are not limited by the holding period.

4.4 Withholding and Forfeiture

Exec may withhold or deduct amounts otherwise payable if Exec determines or reasonably believes that they were issued in error, were fraudulent or illegal, or resulted from a violation or suspected violation of this Agreement, pending review, and Exec has no liability for amounts withheld in good faith. If you materially breach this Agreement, including any violation of Section 5 (Prohibited Conduct), Exec may, to the fullest extent permitted by law and in addition to its other remedies, permanently withhold and cancel all Commissions and Referral Fees otherwise payable to you, whether or not directly related to the violation, without notice. If your Program account is terminated for cause before a payout, you are not eligible to receive that payout even if all other requirements were met.

4.5 Statements and Disputes

Your Platform dashboard is your statement of record. If you believe an amount is incorrect, you must notify Exec in writing within thirty (30) days after the payout (or non-payout) in question. Amounts not disputed within that period are deemed accepted.

4.6 Taxes

You are solely responsible for all taxes on amounts paid to you under this Agreement. Exec and the Platform may withhold amounts and issue tax reporting (such as IRS Form 1099-NEC) where required by law.

4.7 No Circumvention

While the Program operates on the Platform, all Commissions and Referral Fees must be processed through the Platform. Soliciting or accepting Program compensation from Exec outside the Platform, except as expressly agreed by Exec in writing, is a violation of this Agreement.

Violations of this Section 5 are material breaches of this Agreement and may result in immediate termination, forfeiture under Section 4.4 (Withholding and Forfeiture), and reporting to the Platform's fraud team.

5.1 Paid Advertising

“Paid Advertising” means any promotion in exchange for monetary or non-monetary consideration, including search engine advertising, social media advertising, display and native advertising, sponsored posts and placements, compensated endorsements, and any other paid traffic source. You may not use Paid Advertising of any kind to promote Exec or your Partner Links without Exec's prior written approval. If Exec approves a paid campaign in writing, you must add Exec's brand terms (including “Exec” in connection with Exec's products and “exec.com”) as negative keywords at the account or campaign level, and you may not direct paid traffic through a Partner Link to Exec's websites (direct linking).

5.2 Brand Terms

Regardless of any campaign approval, you may not bid on, purchase, or target, on any search engine or advertising network, any keyword, phrase, or audience consisting of or including Exec's trademarks, trade names, product names, or domain names, including “exec.com,” any variation or misspelling of them, or “Exec” in combination with any other term where the usage refers to Exec or its products (including combinations with terms such as “coupon,” “promo,” “discount,” “pricing,” “review,” “login,” “demo,” or the name of any Exec competitor). You may not use Exec's trademarks or domain names in ad titles, ad copy, display names, or display URLs. Any violation of this Section 5.2 voids all associated Commissions and Referral Fees, and Exec may terminate your participation and apply Section 4.4 (Withholding and Forfeiture) without warning.

5.3 Link Integrity

Compensation is payable only for referrals resulting from genuine, affirmative, user-initiated clicks. You may not (a) cause a tracking event without such a click, including through hidden iframes, image pixels, forced redirects, pop-unders, auto-firing scripts, or clicking your own links on a user's behalf (cookie stuffing); (b) cloak, mask, or alter a Partner Link in a way that obscures its destination or attribution, or mask referring URL information; or (c) use any technology intended to manipulate tracking or attribution.

5.4 Self-Referrals

You may not use your Partner Link, or otherwise use the Program, to obtain compensation on purchases made by or for (a) yourself; (b) any entity you own, control, are employed by, or contract with; (c) your employees, agents, or contractors; or (d) any account associated with your email addresses or payment methods. The sole exception is a disclosed purchase on behalf of a Client under an accepted Registered Deal as described in Section 3.6.

5.5 Coupon Sites and Incentivized Promotion

You may not, without Exec's prior written approval:

1. place Partner Links or promote Exec on coupon, deal, voucher, promo-code, cashback, loyalty, rewards, or other incentive-based sites or platforms, or on paid-to-click or similar incentivized traffic sources;
2. publish, distribute, or claim to offer any discount or promotional code that Exec has not expressly issued to you, or advertise discounts that do not exist;
3. create pages, subdomains, or content whose primary purpose is promoting discounts or coupons or targeting discount-related searches for Exec;
4. pay, rebate, or otherwise pass through any portion of your compensation to a referred customer, or offer any consideration to any person for clicking a Partner Link or signing up.

5.6 Software and Extensions

You may not promote Exec or distribute Partner Links through browser extensions, toolbars, plug-ins, or downloadable software without Exec's prior written approval, and in no event through any software that modifies, overwrites, injects, or intercepts attribution, inserts links or codes into third-party sites, or activates at or after checkout.

5.7 Sub-Affiliates

You may not operate or participate in any sub-affiliate arrangement, affiliate network, or resale of your Program participation, or share your Partner Link for use by others as their own, without Exec's prior written approval.

5.8 Spam and Messaging

You may not distribute Partner Links or promote Exec through unsolicited commercial email, text messages, direct messages, forum or comment spam, or purchased contact lists. Where you promote Exec by email or messaging to your own opt-in audience, you must comply with all applicable messaging laws, including the CAN-SPAM Act, the TCPA, and applicable ePrivacy rules, and you must use accurate headers and subject lines, include a valid physical address, honor unsubscribe requests promptly, and avoid misleading representations. You are solely responsible, and will indemnify Exec under Section 14, for claims arising from your messaging.

5.9 Retargeting and Data Collection

You may not (a) retarget or remarket to visitors of Exec's websites or users of Exec's products; (b) place any pixel, tag, or tracker that collects data about Exec's site visitors or users; or (c) build or purchase custom or lookalike audiences derived from Exec's visitors, users, or customers.

5.10 Impersonation and Trademark Misuse

You must at all times identify yourself as an independent participant in the Program. You may not (a) represent yourself as Exec or as Exec's agent or employee; (b) describe yourself or your properties as “official”; (c) copy, mirror, or imitate the look and feel of Exec's websites; or (d) make offers, warranties, or commitments on Exec's behalf. You may not register or use any domain name, subdomain, URL, application name, social media handle, or email address containing Exec's trademarks or confusingly similar variations or misspellings of them. Upon Exec's request, you will promptly transfer to Exec any domain name registered in violation of this Section.

5.11 Content Standards

Your promotional content must be original, accurate, and not misleading. You may not (a) make false, unsubstantiated, or exaggerated claims about Exec's products, pricing, features, or the results customers can expect; (b) publish scraped or copied Exec website content as your own; (c) associate Exec with unlawful, defamatory, obscene, discriminatory, or deceptive content; or (d) disparage Exec. You will correct or remove any promotional content Exec identifies as inaccurate or non-compliant promptly, and in any event within 48 hours of notice.

5.12 Fraudulent Referrals

You may not generate or attempt to generate compensation through fake, invalid, or fraudulent referrals or registrations, including signups using disposable or fabricated identities, stolen or unauthorized payment instruments, bots or other automated means, or transactions you know or should know will be reversed.

6.1 Endorsement Disclosures

Every piece of content that contains a Partner Link or promotes Exec for compensation must include a clear and conspicuous disclosure of your material connection to Exec that complies with the then-current United States Federal Trade Commission Endorsement Guides (16 C.F.R. Part 255) and any equivalent laws in the jurisdictions you target. The disclosure must be unavoidable and placed with the endorsement itself, not behind a link or in a profile. Failure to disclose is a material breach of this Agreement.

6.2 Compliance with Laws

You will comply with all laws and regulations applicable to your participation in the Program, including advertising and consumer protection laws, data protection and privacy laws (including maintaining a privacy policy and a lawful basis for any personal data you collect), anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and export control and sanctions laws. You may not collect, sell, or process personal data of Exec's users or customers except as expressly permitted by Exec in writing.

All users and customers of Exec's products are customers of Exec, not of the Partner, regardless of who referred, registered, purchased on behalf of, or implemented for them. Exec retains the unrestricted right to communicate with, market to, support, and transact directly with any user, customer, or prospect at any time. Nothing in this Agreement grants you exclusivity over any customer, account, territory, or market. Deal registration protects your Referral Fee as described in Section 3, and it does not restrict Exec's relationship with the customer. You will direct customer support inquiries about Exec's products to Exec.

8.1 License to Partner

Exec grants you a limited, revocable, nonexclusive, non-transferable, royalty-free license to use the logos, trademarks, and marketing materials Exec makes available through the Program (“Brand Assets”) solely to promote Exec as permitted by this Agreement. You may not modify or distort Brand Assets, use them in any way not authorized by this Agreement, or use them after termination. All goodwill arising from your use of Exec's trademarks inures to Exec. Exec may revoke this license at any time.

8.2 Partner Content

You retain ownership of the content you create to promote Exec. You grant Exec a nonexclusive, worldwide, royalty-free license to use, reproduce, and display that content to operate and promote the Program and Exec's products. You may revoke this license for future uses by written notice, after which Exec will use commercially reasonable efforts to cease new uses within a reasonable period.

8.3 Reservation of Rights

Except for the limited licenses in this Section 8, nothing in this Agreement transfers or licenses any intellectual property of either party to the other. Any feedback you give Exec about its products or the Program is provided “AS IS,” and you grant Exec a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or obligation.

In connection with the Program you may receive non-public information about Exec, including Program rates and terms offered to you, customer and prospect information, product roadmaps, and business information (“Confidential Information”). You will use Confidential Information only to participate in the Program, protect it with at least reasonable care, and not disclose it to any third party without Exec's prior written consent. Confidential Information does not include information that is or becomes public through no fault of yours, that you knew before disclosure without confidentiality obligations, or that you develop independently. These obligations survive termination of this Agreement.

10.1 Term

This Agreement begins when you accept it and continues until terminated. Either party may terminate this Agreement or your participation in any track at any time, with or without cause, by written notice (including by email or through the Platform). Exec may also suspend your participation immediately pending investigation of a suspected violation.

10.2 Effects of Termination

Upon termination, you will stop using Partner Links and Brand Assets and stop representing any affiliation with Exec. If Exec terminates for cause, or if you terminate while in material breach, all unpaid Commissions and Referral Fees are forfeited as described in Section 4.4. If this Agreement is terminated without cause, Exec will pay validly earned Commissions and Referral Fees after the standard holding period and any true-up for refunds, chargebacks, cancellations, and downgrades. Exec may hold accrued unpaid amounts for a reasonable period after termination to ensure the correct amount is paid. Registered Deals that have not closed as of termination expire on termination unless Exec agrees otherwise in writing. Sections 4.3, 4.4, and 7 through 16 survive termination.

You and Exec are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. You have no authority to bind Exec, make commitments on its behalf, or accept payments for it. You are not entitled to any employee benefits. This Agreement is non-exclusive. Exec may work with other partners and market its products through any channel, and you may promote other products, provided you comply with Section 9 (Confidentiality).

THE PROGRAM, THE PLATFORM, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” EXEC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXEC MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF TRAFFIC, REFERRALS, COMMISSIONS, OR REFERRAL FEES YOU CAN EXPECT FROM THE PROGRAM. YOU ACKNOWLEDGE THAT TRACKING OPERATES ON A LAST-CLICK BASIS AND THAT EXEC IS NOT RESPONSIBLE FOR COMPENSATION WHERE A TRANSACTION IS NOT COMPLETED AND RECORDED THROUGH YOUR PARTNER LINK OR AN ACCEPTED REGISTERED DEAL.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXEC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE HUNDRED DOLLARS ($500). NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

You will defend, indemnify, and hold harmless Exec and its officers, directors, employees, and agents from and against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your breach of this Agreement; (b) your websites, channels, content, and promotional activities, including claims that they infringe or misappropriate third-party rights or violate law (including advertising, messaging, and privacy laws); (c) your negligence or willful misconduct; and (d) any engagement between you and a Client or other third party. Exec may participate in the defense with counsel of its choosing, and you will not settle any claim in a manner that imposes obligations on Exec without Exec's prior written consent.

Exec may modify this Agreement and the Program Policies from time to time by posting the updated terms and providing notice by email or through the Platform. Changes take effect upon notice, except that changes to Commission rates, Referral Fee percentages, attribution windows, holding periods, or payout thresholds take effect no earlier than fifteen (15) days after notice and apply prospectively only. Referrals attributed and Registered Deals accepted before the effective date continue under the prior terms. Your continued participation in the Program after the effective date constitutes acceptance of the updated terms. If you do not agree to a change, your sole remedy is to terminate this Agreement under Section 10.

16.1 Governing Law and Chosen Courts

This Agreement and any dispute related to it will be governed exclusively by the laws of the State of Delaware, excluding its conflict of laws rules. All claims and disputes arising out of or relating to this Agreement must be litigated exclusively in the federal or state courts located in Delaware, and each party consents to personal jurisdiction in those courts.

16.2 Notices

Exec may provide notices to the email address associated with your Program account or through the Platform. You may provide notices to Exec by email to [email protected] or by mail to Exec Holdings, Inc., 440 N. Barranca Ave. #1890, Covina, CA 91723. Notices are deemed given upon confirmed delivery.

16.3 Assignment

You may not assign this Agreement or any rights or obligations under it without Exec's prior written consent, and any attempted non-permitted assignment is void. Exec may assign this Agreement in connection with a merger, reorganization, or sale of all or substantially all of its equity, business, or assets.

16.4 Severability and Waiver

If any term of this Agreement is determined to be invalid or unenforceable, the remaining terms remain in full force and effect. A party's failure to enforce a term or exercise a right is not a waiver of that term or right.

16.5 Entire Agreement

This Agreement, together with the Program Policies, is the entire agreement between you and Exec regarding the Program and supersedes all prior or contemporaneous statements about its subject. Separate written agreements between you and Exec for specific opportunities, reseller arrangements, or services control over this Agreement for their subject matter. Section titles are for convenience only, and all uses of “including” and similar phrases are non-exhaustive.

16.6 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, utility or network failures, or governmental action.

Questions about the Program or this Agreement can be sent to [email protected].