Membership Terms and Conditions – TwentyEighty Strategy Execution Annual Memberships (Insider, Insider All-Access, Essentials, and Essentials Team)

Published June 20, 2019

Client and Company, as defined in the preceding Client Confirmation Form (CCF), agree that the following terms and conditions shall apply to the Annual Membership(s) ordered by Client on the Client Confirmation Form and thereafter provided by Company. Descriptions of the Membership benefits may be found at https://www.strategyex.com/about-strategy-execution/terms-and-conditions/product-options

  1. Programs and Services - The capitalized terms “Programs” and “Services” mean, respectively, Company’s programs, deliverables, services (including research, drafting, delivery, consulting, and customization work) provided to Client during the Term. Programs may include articles, white papers, participant materials, facilitator materials and other materials (collectively, “Materials”), whether delivered in print or other tangible media or through electronic means. Company reserves the right to cancel or reschedule classes; if possible, Company will provide at least 30 calendar days notice of such cancellation or rescheduling.
  2. Intellectual Property and License Grant - Client acknowledges and agrees that Company is, and remains, the owner of all intellectual property rights in and to the Programs, Services, and Materials whether or not protected by patents. Company acknowledges and agrees that Client will retain all its rights, title and interest in and to Client's products, trademarks, technology, inventions, techniques, data, designs and other information, whether or not protected by patents. Company grants to Client a nonexclusive, nontransferable, limited license to provide the number of individual licenses to its employees (“User Licenses”) for such employees to access and use the Programs and Materials solely for Client's internal use by employees of Client during the Term. If Client is an individual, then the Client will be the holder of the User License.  Persons receiving the Materials pursuant to the foregoing license are referred to in this Agreement as “Participants.” Client will pay the applicable fee(s) for each User License. Participants are permitted to retain indefinitely for their personal reference the tangible Program materials. Client agrees to use any white Papers, Articles, Program videos, wall charts and other Program materials and facilitation aids only internally during any term specified in the Client Confirmation Form. Client agrees to retain and keep visibly displayed all copyright and trademark attribution that appear on the Materials. Client may not sell, sublicense, or permit the use of any or all of the Programs or Materials, or any derivatives thereof, by any third party.
  3. Audit - If Company has a reasonable basis for believing that Client has violated the terms of Section 2 (Intellectual Property and License Grant) or that Client has otherwise breached these Terms and Conditions, Company shall have the right, during the Term of the CCF and for 90 days thereafter, to audit Client’s Program use for the purpose of confirming Client’s compliance with the foregoing License Grants.
  4. Payment - The fee to be paid for the License(s) granted under this Agreement ("Membership Fee") is non-cancellable and non-refundable, and fully earned upon delivery of access to the Materials in electronic format,  regardless of any early termination of this CCF.  Client will not be entitled to a refund of any prepaid amounts; any prepaid amounts not utilized prior to the End Date of this CCF will be forfeited and deemed fully earned by the Company. Unless otherwise stated on the CCF, Client agrees to pay all amounts due hereunder within thirty (30) days of the invoice date, without any deduction or set-off and without deduction for any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If Client is required to make any such deduction, it will pay to Company such additional amounts as are necessary to ensure receipt by Company of the full amount which the Company would have received but for the deduction. The Membership  Fee is to be invoiced annually, and is due and payable in the currency set forth in the Client Confirmation Form. If no currency is specified, then payment will be in US dollars. If Client fails to provide written notice of a good faith dispute in advance of the payment due date, Company will be entitled, in addition to any other available remedies, to suspend all deliveries to Client under this Agreement. Client will be responsible for payment of all taxes (including but not limited to sales and use taxes) associated with this Agreement except for taxes based on Company's net income. If Client requests any support or other Services from Company, then Client shall reimburse Company for any training/facilitation fees and all reasonable travel and lodging expenses ("Reimbursable Expenses"). To the extent applicable, reimbursable expenses, and materials fees may be invoiced separately from any training/facilitation fees (invoiced upon delivery). Payments will be accepted via wire, ACH, check or credit card. If Client pays via credit card, Client shall pay Company a 3% processing fee in addition to the invoice amount.
  5. Delivery and Access to Programs and Materials – Upon execution of the CCF, Client will be provided access to digital versions of the Materials based on the Membership level purchased.  If payment is not received within thirty (30) days, Company may deny or restrict access to all or part of Programs or Materials without notice.
  6. Warranty/Disclaimers - Company warrants that the Programs and Services: (a) when used in accordance with the terms and conditions of this Agreement, will not infringe or otherwise violate any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third parties; and (b) will be free from material defects in materials and workmanship when delivered. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE PROGRAMS AND SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  7. Compliance with Laws - In performing this Agreement, Client and Company agree to comply with all applicable laws and regulations including, but not limited, to all export control or other trade regulation. Specifically, with regard to export control, Client hereby acknowledges that all goods and services provided under this Agreement are subject to U.S. export control laws and may not be provided directly or indirectly to any country to which export is prohibited by U.S. export control laws (currently, Iran, Syria, Crimea region of the Ukraine, North Korea and Cuba), or individuals or entities based or resident in these countries. Client acknowledges that if Company has reason to believe that U.S. export control laws may be or have been violated, Company may, in its sole discretion, suspend or terminate this Agreement immediately upon written notice.
  8. Data Privacy and Security. Company will collect certain personal data for the purposes of providing the Program Materials and training services, tracking student progress through Programs and providing Participants with any applicable certificates and transcripts. By providing Participants with access to the Materials, Client hereby consents to the processing (including by subprocessors necessary to provide such services) of personal data for purposes of delivering the services provided hereunder.  A list of subprocessors will be made available upon request.
  9. Data Usage.  Client agrees that Company may collect data arising out of Client’s use of and access to the Materials and services, and aggregate and analyze any metrics and data collected pursuant to this section (collectively, the “Company Data”).  The Company Data shall be de-identified to exclude any personally identifiable information.  Company shall not use the Company Data in a way that identifies Client as the source of any data included in the Company Data. Provided Company complies with the two immediately preceding sentences, Company Data does not constitute the Confidential Information of Client and Company may provide the Company Data to third parties.  Company may use, reproduce, distribute, and prepare derivative works from the Client Content solely as incorporated in the Company Data.
  10. Indemnification – Company shall defend and indemnify Client from any third party claim that the Services, Programs, or Materials infringe any patent, copyright, trade secret, or other intellectual property rights provided that: (a) Client promptly notifies Company of the claim; (b) Company has sole control over the defense and settlement of the claim; and (c) Client complies with any settlement or court order made in connection with the claim.
  11. Limitation of Liability - TO THE EXTENT ALLOWED BY LAW, COMPANY’S LIABILITY TO CLIENT IN CONNECTION WITH THIS AGREEMENT OR ANY PROGRAMS OR SERVICES DELIVERED HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY FOR PROGRAMS AND SERVICES DURING THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO THE CLAIM.
  12. Confidential Information - Company and Client acknowledge that, subject to the exceptions set forth below, the following shall constitute “Confidential Information”: (a) any information relating to this Agreement; and (b) any other information that either party reasonably holds in confidence or has received from a third party under an obligation of confidentiality. The following information will not be considered ''Confidential Information'': (w) information that is already generally available to the public at the time of disclosure by the disclosing party; (x) information that hereafter becomes generally available to the public, through no fault of the receiving party; (y) information that is known by the receiving party prior to the disclosure; and (z) information that becomes known through a third party under no obligation not to disclose it. During the Term and for three years thereafter, each party agrees to maintain the other party’s Confidential Information as strictly confidential and not to, directly or indirectly, disclose or reveal it to any third party, or seek to use it for any purpose, except as contemplated in this Agreement or as required by a court or governmental authority of competent jurisdiction, after first notifying the disclosing party of such disclosure requirement.
  13. Term and Termination -This Agreement shall commence on the Start Date set forth on the CCF and will continue until the End Date  ("Initial Term"). The Agreement shall automatically renew for subsequent one-year periods (each a “Renewal Term”, the Initial Term and each Renewal Term collectively the “Term”) unless a party provides the other party with written notice of its intent not to renew this Agreement at least 45 days prior to the end of the then current term. Company may increase fees contained in this Client Confirmation Form for subsequent Renewal Terms by providing notice of price increases at least 90 days before the next Renewal Term.  This Agreement may be terminated: (a) by written notice from either party in the event the other party materially defaults in the performance of its obligations hereunder, which default has not been substantially cured within thirty (30) days after written notice has been given to the defaulting party specifying the default or (b) by Company immediately, in the event Client has breached the License (s) granted in this Agreement. Company may deny or restrict access to all or part of the Programs or Materials without notice if Client has not paid the Membership fee, or Company deems in its reasonable discretion that Client or Client's employees have violated the terms of this Agreement. If Company denies or restricts access because of such a violation, and the Client has failed to cure any such default within 30 days (or the default cannot be cured), then the Agreement shall terminate with no further action required.  Except in the case of an uncured material default by Company, Client shall have no right to obtain any refund of Membership Fees. Following termination or expiration of the CCF, any Company Materials in Client's possession shall, at the direction of the Company, be either destroyed or returned to the Company with no archival copy being retained by Client. For the avoidance of doubt, this provision shall not require the destruction of Materials retained by course Participants for their own personal use.
  14. Governing Law 
    • If the Company is TwentyEighty Strategy Execution, Inc., then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of the State of Delaware, excluding its conflicts of law rules.
    • If the Company is TwentyEighty Strategy Execution (UK) Limited, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of England and Wales, excluding its conflicts of law rules.
    • If the Company is TwentyEighty Strategy Execution GmbH, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of Germany, excluding its conflicts of law rules.
    • If the Company is ESI Performance Improvement Private Limited, then this CCF and all matters relating to this CCF shall be governed by, and construed in accordance with, the laws of India, excluding its conflicts of law rules.
    • If the Company is TwentyEighty Strategy Execution (UK) LTD. DUBAI BRANCH, then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of Dubai, excluding its conflicts of law rules.    
    • If the Company is TwentyEighty Strategy Execution Sweden (filial), then this CCF and all matters relating to this CCF will be governed by, and construed in accordance with, the laws of Sweden, excluding its conflicts of law rules.
  15. Miscellaneous - The parties are independent contractors. Rights and obligations under this Agreement which by their nature should survive will remain in effect after termination or expiration of this Agreement. Each party will be excused from performance hereunder (except for the payment of money due for services already rendered) for any period and to the extent that it is prevented from performing its obligations, in whole or in part, as a result of delays caused by an act of God, war, civil disturbance, terrorism or nonperformance by third party providers of goods or services, and such nonperformance shall not be a default hereunder or, except as provided in this Section, a ground for termination.

    If any provision of this Agreement is ruled unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect.  No delay or omission by either party to exercise any right or power under this Agreement will impair such right or power or be construed to be a waiver thereof. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. Each party acknowledges that an original signature or a copy thereof transmitted by facsimile or by PDF, and/or by commercially-recognized electronic signature software program shall constitute an original signature for purposes of this Agreement. Company may, without consent of Client, assign, transfer, delegate or pledge this Agreement and/or its rights and obligations hereunder to any third party in connection with any merger, spin-off, or sale of substantially all of the Company’s stock or assets. This Agreement contains the entire agreement between the parties with respect to its subject matter and supersedes the terms and conditions of any agreement prior to the date hereof or any preprinted terms of a purchase order submitted at any time. This Agreement may not be modified except by a writing signed by both parties.

  16. Terms Specific to Annual Memberships  –
    1. Insider Membership -
      • Cancellation of Open Enrollment Class – A student may cancel 30 calendar days prior to the start date of an Open Enrollment course they are registered for with no penalties; if cancellation is between 30 and 15 calendar days prior to class start date, the penalty is 50% of the course price; if cancellation with less than 15 calendar days notice is given prior to class start, the penalty is 100% of the course price.
      • Transfer of Open Enrollment Class – A student may transfer from one Open Enrollment class to another (subject to availability) 30 calendar days prior to the start date of an Open Enrollment class they have registered for without penalty; if transfer is between 30 and 15 calendar days prior to class start date, the penalty is 25% of the course fee; if transfer is less than 15 calendar days before class start, the penalty is 50% of the course fee unless the student reschedules within one month, then the penalty is only 25% of the course fee.
      • License Transfer – User Licenses are non-transferable. User Licenses may not be shared by more than one user, and Client may not reassign a User License or receive a refund for any unused or partially used User Licenses. 
      • Payment Terms - Credit Card payments are the preferred method for purchases of the Insider Membership Package. A 3% processing fee applies. All payments, regardless of payment method or currency, must be made in full and are non-refundable.
      • Upgrades  - Client may upgrade to a new Membership level by signing a new CCF for the upgraded Membership (e.g., from Insider to Insider All Access). A pro rated amount of the fully paid fee will be applied to the new upgraded Membership.  For example, an existing contract for $1000 that has been effective for 6 months out of the year, will have the fee for the remaining 6 months ($500) applied to a new, upgraded membership. Upon execution of a new CCF for the upgraded Membership, the prior CCF and Membership will be cancelled.
    2. Insider All-Access Membership
      • Cancellation of Open Enrollment Class – If student cancels less than 30 calendar days prior to the start date of an Open Enrollment course they have registered for, the student will be charged a cancellation fee as stated in the product description.
      • Transfer of Open Enrollment Class - If student transfers from one Open Enrollment class to another less than 30 calendar days prior to the start date of an Open Enrollment course they have registered for, the student will be charged a transfer fee as stated in the product description.
      • License Transfer – User Licenses are non-transferable. User Licenses may not be shared by more than one user, and Client may not reassign a User License or receive a refund for any unused or partially used User Licenses. 
      • Additional Licenses - Client may add additional User Licenses for additional employees by executing a CCF setting forth the number of additional User Licenses and applicable fees which will be pro-rated and invoiced in such amount for the remainder of the then current Term.  Each additional User License will be subject to these Terms and Conditions, and will renew concurrently with other User Licenses purchased.
      • Payment Terms – Payment must be made in full within 30 calendar days. All payments are non-refundable. Alternative payment options may be authorized at the sole discretion of the Company.
      • Upgrades  - Client may upgrade to a new Membership level by signing a new CCF for the upgraded Membership(e.g., from Insider All Access to Essentials). A pro rated amount of the fully paid fee will be applied to the new upgraded Membership.  For example, an existing contract for $1000 that has been effective for 6 months out of the year, will have the fee for the remaining 6 months ($500) applied to a new, upgraded membership. Upon execution of a new CCF for the upgraded Membership, the prior CCF and Membership will be cancelled.
    3. Essentials Membership
      • Cancellation of Open Enrollment Class – If student cancels less than 30 calendar days prior to the start date of an Open Enrollment course they have registered for, the student will be charged a cancellation fee as stated in the product description.
      • Transfer of Open Enrollment Class - If student transfers from one Open Enrollment class to another less than 30 calendar days prior to the start date of the class they have registered for, the student will be charged a transfer fee as stated in the product description.
      • Cancellation of Onsite Class – If Client cancels less than 30 calendar days before the start date of an Onsite Class, Client will be charged any related costs incurred by Company such as non-refundable Travel and Expenses, Time and Materials, Instructor Fees, etc.
      • Reschedule of Onsite Class - If Client reschedules less than 30 calendar days before the start date of an Onsite Class, Client will be charged any related costs incurred by Company such as non-refundable Travel and Expenses, Time and Materials, Instructor Fees, etc.
      • License Transfer – Client may transfer up to 10% of their User Licenses in the Essentials Membership to other employees during the Initial Term or during any Renewal Term, as long as proof is provided that User has left the company or changed roles within the company. Prior to the commencement of any Renewal Term, Client may transfer up to 100% of the member licenses to other employees for the upcoming renewal year up until the renewal effective start date. Client must provide Company with a list of new User names that will become effective on the first day of the Renewal Term and outgoing member names that will no longer have access after the current year expires. Any transfers after the renewal date are subject to the 10% limitation during the then current term.
      • Additional Licenses - Client may add additional User Licenses for additional employees by executing a CCF setting forth the number of additional User Licenses and applicable fees which will be pro-rated and invoiced in such amount for the remainder of the then current Term.  Each additional User License will be subject to these Terms and Conditions, and will renew concurrently with other User Licenses purchased.
      • Payment Terms – Payment must be made in full within 30 calendar days. All payments are non-refundable. Alternative payment options may be authorized at the sole discretion of the Company.
      • Upgrades  - Client may upgrade to a new Membership level by signing a new CCF for the upgraded Membership(e.g., from Essentials to Essentials Team). A pro rated amount of the fully paid fee will be applied to the new upgraded Membership.  For example, an existing contract for $1000 that has been effective for 6 months out of the year, will have the fee for the remaining 6 months ($500) applied to a new, upgraded membership. Upon execution of a new CCF for the upgraded Membership, the prior CCF and Membership will be cancelled.
    4. Essentials Team Experience Membership
      • Cancellation of Open Enrollment Class – If student cancels less than 30 calendar days prior to the start date of an Open Enrollment course they have registered for, the student will be charged a cancellation fee as stated in the product description.
      • Transfer of Open Enrollment Class - If student transfers from one Open Enrollment class to another less than 30 calendar days prior to the start date of an Open Enrollment course they have registered for, the student will be charged a transfer fee as stated in the product description.
      • Cancellation of Onsite Class – If Client cancels less than 30 calendar days before the start date of an Onsite Class, Client will be charged any related costs incurred by Company such as non-refundable Travel and Expenses, Time and Materials, Instructor Fees, etc.
      • Reschedule of Onsite Class - If Client reschedules less than 30 calendar days before the start date of an Onsite Class, Client will be charged any related costs incurred by Company such as non-refundable Travel and Expenses, Time and Materials, Instructor Fees, etc.
      • License Transfer – Client may transfer up to 10% of their User Licenses in the Essentials Team Membership to other employees during the Initial Term or during any Renewal Term, as long as proof is provided that User has left the company or changed roles within the company. Prior to the commencement of any Renewal Term, Client may transfer up to 100% of the member licenses to other employees for the upcoming renewal year up until the renewal effective start date. Client must provide Company with a list of new User names that will become effective on the first day of the Renewal Term and outgoing member names that will no longer have access after the current year expires. Any transfers after the renewal date are subject to the 10% limitation during the then current term.
      • Additional Licenses -  Client may add additional User Licenses for additional employees by executing a CCF setting forth the number of additional User Licenses and applicable fees which will be pro-rated and invoiced in such amount for the remainder of the then current Term.  Each additional User License will be subject to these Terms and Conditions, and will renew concurrently with other User Licenses purchased.
      • Payment Terms – Payment must be made in full within 30 calendar days. All payments are non-refundable. Alternative payment options may be authorized at the sole discretion of the Company.