This Affiliate and Brand Ambassador Program Terms and Conditions (the “Terms and Conditions”) governs participation in the Company’s application-based brand ambassador and affiliate program (the “Program”) and is entered into by and between Cords Club, Inc., a Delaware corporation (the “Company”), and the individual or entity submitting an application to participate in the Program (“Ambassador”). Submission of an application constitutes an offer by Ambassador to participate in the Program subject to the Terms and Conditions. No agreement is formed, and Ambassador shall have no authority to act on behalf of the Company, unless and until the Company affirmatively accepts Ambassador’s application, which acceptance may be communicated in writing or through activation of Ambassador’s account on the Company’s designated Program platform (the “Program Platform”). The date on which the Company communicates such acceptance to Ambassador, whether by written notice or activation of Ambassador’s account on the Program Platform, shall constitute the “Effective Date” of the Terms and Conditions.

1. Engagement. Subject to the Company’s acceptance of Ambassador’s application, the Company may permit Ambassador to participate in the Program and perform promotional, referral, and content-related activities in support of the marketing of the Company’s products and services (the “Services”), as described in the Terms and Conditions and in any applicable Program guidelines, onboarding materials, policies, or campaign-specific instructions provided by the Company from time to time. Participation in the Program does not create any obligation on the part of the Company to request or authorize any Services, nor does it obligate Ambassador to perform any minimum amount of Services. The Company retains sole discretion to (a) accept or reject any application, (b) determine the scope and nature of permitted Services, and (c) modify, suspend, or terminate the Program or Ambassador’s participation at any time.

2. Compensation. Subject to the Company’s acceptance of Ambassador into the Program, Ambassador may be eligible to earn commissions, bonuses, product credits, or other incentives (collectively, “Compensation”) as expressly described in the Company’s then-current program fee schedule (the “Program Fee Schedule”), which consists of the Company’s written compensation terms for the Program made available to Ambassador through the Program Platform. The Company may modify the Program Fee Schedule from time to time in its sole discretion, and any such modifications shall apply prospectively unless otherwise stated. All Compensation calculations, attribution determinations, and payout amounts shall be determined exclusively by the Company’s designated tracking and payout platform(s) and the Company’s internal records, which shall constitute the authoritative basis for determining Compensation under the Terms and Conditions. The Company makes no guarantee that Ambassador will earn any Compensation, and participation in the Program does not entitle Ambassador to any minimum payments. Except as expressly provided in the Program Fee Schedule, Compensation shall be the sole consideration payable to Ambassador for participation in the Program. No email communications, summaries, dashboards, or informal statements shall modify or supersede the reporting reflected on the Program Platform.

3. Independent Contractor. Ambassador’s relationship with the Company shall be that of an independent contractor, and nothing in the Terms and Conditions shall be deemed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Ambassador shall have no authority to bind the Company in any manner. Ambassador agrees to complete and provide any applicable tax forms reasonably requested by the Company, including a Form W-9, W-8BEN, W-8BEN-E, or similar documentation, as applicable, and shall be solely responsible for reporting and paying all taxes, duties, withholdings, and other governmental charges arising from compensation paid under the Terms and Conditions, in accordance with applicable law. The Company and/or its designated payment providers may report Compensation paid to Ambassador to applicable tax authorities as required by law, including by issuing an IRS Form 1099 or similar information return, as applicable. Except as required by applicable law, the Company shall have no responsibility to withhold or pay any taxes on behalf of Ambassador.

4. Commission Structure; Tracking; Payout.

4.1. Commissionable Activity; New Customers. Ambassador may be eligible to earn Compensation only with respect to qualifying purchases made by customers who are deemed New Customers under the Program Fee Schedule and as tracked through the Program Platform. Purchases made by Existing Customers are not commissionable unless expressly stated in the Program Fee Schedule.

4.2. Customer Definitions. For purposes of the Program, a “New Customer” means an individual who, as of the time of a qualifying transaction, has not previously completed a purchase from the Company, as determined solely by the Company’s internal records and the Program Platform, including based on email address, device identifiers, cookies, or other attribution methods used by the Company or its service providers. An “Existing Customer” means any individual who does not qualify as a New Customer, including any individual who has previously completed a purchase from the Company, regardless of whether such individual subsequently engages with Ambassador’s content, clicks on Ambassador’s referral link, uses a referral code, or is reintroduced to the Company through Ambassador’s efforts. For the avoidance of doubt, reactivation, repeat purchases, brand awareness, or re-engagement of an Existing Customer shall not convert such individual into a New Customer or otherwise entitle Ambassador to Compensation unless expressly stated in the Program Fee Schedule.

4.3. Tracking and Attribution. All referrals, purchases, and other activity eligible for Compensation must be tracked through Ambassador’s unique referral link, URL, code, or other tracking mechanism generated through the Program Platform, which utilizes tracking and attribution services operated by one or more third-party service providers designated by the Company. Compensation eligibility, attribution, and calculation shall be determined by reference to the data and reports generated through the Program Platform in accordance with the Program Fee Schedule. Ambassador acknowledges that tracking is dependent on third-party systems, customer behavior, and technical factors outside the Company’s control, and agrees that the Company shall have no obligation to manually verify, reconcile, or adjust tracking data except as expressly provided in the Program Fee Schedule. The Company’s good-faith reliance on the Program Platform’s reporting shall govern for purposes of determining Compensation.

4.4. Payout Timing; Adjustments. Compensation, if any, shall be paid on a monthly basis in accordance with the Program Fee Schedule, subject to any applicable lock, hold, or review periods. The Company may withhold, delay, reduce, or adjust Compensation attributable to returned, refunded, canceled, fraudulent, or chargeback transactions, or transactions otherwise determined not to qualify under the Program Fee Schedule. In the event Compensation is paid to Ambassador in error or is later determined to be attributable to non-qualifying, refunded, fraudulent, or otherwise invalid transactions, the Company may recover such amounts by offsetting against future Compensation or, if no future Compensation is payable, by written demand for repayment, and Ambassador agrees to promptly remit such amounts upon request.

4.5. Audit and Review Rights. The Company may, upon reasonable notice, review and audit Ambassador’s participation in the Program, including Ambassador’s referral activity, traffic sources, content, disclosures, and compliance with the Terms and Conditions and the Program Materials (as defined below). Ambassador agrees to reasonably cooperate with any such review. The Company shall have no obligation to disclose its internal methodologies, fraud detection processes, or third-party agreements in connection with any audit or review. Failure to cooperate with a review or audit may constitute a material breach of the Terms and Conditions.

4.6. Prohibited Incentives. Ambassador shall not offer cash rebates, refunds, discounts, credits, gifts, or other incentives in exchange for purchases through Ambassador’s referral link or code, except as expressly authorized in writing by the Company or expressly permitted under the Program Fee Schedule. Purchases made in violation of this Section shall be deemed non-qualifying. Ambassador shall not generate traffic through bots, automated scripts, self-referrals, cookie stuffing, or other artificial means intended to manipulate tracking or attribution.

5. Confidentiality. Except as otherwise expressly permitted under the Terms and Conditions, Ambassador shall keep strictly confidential and shall not disclose, use, or make available to any third party any non-public confidential or proprietary information of the Company, whether disclosed orally, visually, electronically, or in writing, including without limitation information relating to the Company’s business, operations, products, services, pricing, commission structures, Program Materials, analytics, customers, marketing strategies, data, the existence of the Terms and Conditions, and the terms and conditions hereof (collectively, “Confidential Information”). Ambassador shall use Confidential Information solely for purposes of participating in the Program and shall protect such Confidential Information using at least the same degree of care Ambassador uses to protect its own confidential information, but in no event less than reasonable care. Notwithstanding the foregoing, Ambassador may disclose Confidential Information to the extent required by a valid subpoena or court order, provided that Ambassador gives the Company prompt written notice (to the extent legally permitted) to allow the Company to seek protective relief.

6. Representations, Warranties, and Covenants.

6.1. Ambassador Representations and Covenants. Ambassador represents, warrants, and covenants to the Company that: (i) Ambassador has full power, authority, and legal capacity to enter into the Terms and Conditions and is at least eighteen (18) years of age; (ii) Ambassador’s execution and performance of the Terms and Conditions does not and will not conflict with any other agreement or obligation of Ambassador or violate any applicable law, judgment, or court order; (iii) Ambassador owns or otherwise has all rights, permissions, and consents necessary to create, post, submit, and license any content provided in connection with the Program and to perform Ambassador’s obligations under the Terms and Conditions; (iv) Ambassador’s content and activities under the Terms and Conditions do not and will not infringe, misappropriate, or violate any third-party intellectual property, privacy, publicity, or other rights; (v) Ambassador will comply with all applicable laws, regulations, and platform rules in connection with participation in the Program, including advertising, endorsement, and disclosure requirements; (vi) Ambassador will comply with the Company’s Program guidelines, policies, and reasonable instructions provided from time to time; (vii) Ambassador shall not engage in any conduct that would reasonably be expected to materially harm the reputation, goodwill, brand, or business of the Company or reflect adversely on the Company or its products or services; and (viii) Ambassador has obtained, and will maintain, all rights, permissions, and consents necessary for the Company’s use of Ambassador’s name, image, likeness, voice, biographical information, and other indicia of identity as permitted under the Terms and Conditions, and such rights and consents shall be irrevocable to the fullest extent permitted by law.

6.2. Advertising and Disclosure Compliance. Ambassador acknowledges that participation in the Program constitutes a material connection with the Company and agrees to clearly, conspicuously, and accurately disclose such relationship in all content, posts, endorsements, reviews, and other communications relating to the Company or its products, in accordance with all applicable laws, regulations, and guidelines, including without limitation the Federal Trade Commission’s Endorsement Guides and any applicable platform-specific disclosure requirements. Required disclosures shall be clear and prominent and shall not be hidden, minimized, or obscured. Failure to comply with this Section shall constitute a material breach of the Terms and Conditions.

6.3. Non-Solicitation. During Ambassador’s participation in the Program and for twelve (12) months thereafter, Ambassador shall not, directly or indirectly: (i) solicit, divert, or attempt to solicit or divert any customer or prospective customer of the Company for purposes of offering competing products or services outside the Program; or (ii) solicit, recruit, or induce any employee, contractor, or consultant of the Company to terminate or modify their relationship with the Company. This Section shall not prohibit general solicitations not specifically targeted at the Company’s customers or personnel.

6.4. No Exclusivity. Nothing in the Terms and Conditions shall be construed to require Ambassador to promote the Company on an exclusive basis. Ambassador is free to promote other brands, products, or services, including those that compete with the Company, provided that such activities do not violate the Terms and Conditions or the Company’s Program guidelines.

6.5. Public Statements. Ambassador shall not issue press releases, public announcements, or statements purporting to describe the relationship between the parties without the Company’s prior written consent, except as permitted in ordinary Program-compliant promotional content.

7. Intellectual Property.

7.1. Ownership of Company IP. All right, title, and interest in and to the Company’s products, trademarks, service marks, logos, websites, content, software, data, brand assets, and other intellectual property and proprietary rights (collectively, “Company IP”) shall remain solely with the Company. Nothing in the Terms and Conditions grants Ambassador any ownership interest in Company IP.

7.2. Ambassador Content Ownership. Ambassador retains ownership of original content created by Ambassador and made available in connection with the Program, including social media posts, videos, photographs, audio, text, and other creative materials (“Ambassador Content”), subject to the license granted below.

7.3. License to Company; Paid Advertising Rights. Ambassador hereby grants to the Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, distribute, publicly display, publicly perform, modify, edit, adapt, create derivative works from, and otherwise exploit Ambassador Content, in whole or in part, in any manner and in any media now known or later developed, for any marketing, advertising, promotional, or commercial purpose related to the Company’s business. Without limiting the foregoing, Ambassador expressly acknowledges and agrees that the Company may use Ambassador Content in paid advertising campaigns, including by boosting, amplifying, editing, remixing, or repurposing such content across digital advertising platforms. Ambassador further acknowledges that the Company may use Ambassador Content with or without attribution to Ambassador and with or without Ambassador’s referral link, code, or identifier, and that the Company’s use of Ambassador Content may not result in any Compensation to Ambassador unless a qualifying transaction is tracked through the Program Platform. Attribution, visibility, or Compensation is not guaranteed by virtue of content usage alone. For the avoidance of doubt, the Company has no obligation to use, publish, promote, boost, amplify, or spend advertising funds on any Ambassador Content, and all decisions regarding if, when, how, and to what extent Ambassador Content is used or promoted shall be made in the Company’s sole discretion.

7.4. Pre-Existing IP. Each party shall retain ownership of any intellectual property owned or licensed by such party prior to the Effective Date or developed independently outside the scope of the Terms and Conditions without use of the other party’s Confidential Information (“Pre-Existing IP”). To the extent any Ambassador Pre-Existing IP is incorporated into Ambassador Content, Ambassador grants the Company a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use such Pre-Existing IP as part of the Ambassador Content for the Company’s business purposes.

7.5. Limited License to Company Marks. During Ambassador’s participation in the Program, the Company grants Ambassador a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Company’s trademarks, logos, and brand assets (“Company Marks”) solely as necessary to participate in the Program and in strict compliance with the Company’s brand guidelines and instructions. All goodwill arising from such use shall inure exclusively to the benefit of the Company, and Ambassador acquires no ownership or other rights in the Company Marks.

7.6. Co-Branded Content. For the avoidance of doubt, any artwork, graphics, illustrations, captions, copy, side art, overlays, edits, audio or video recordings, animations, or other creative materials created by or on behalf of the Company to co-brand, supplement, modify, or accompany any Ambassador Content in connection with the Terms and Conditions (collectively, “Co-Branded Content”), and all intellectual property rights therein, shall be and remain the exclusive property of the Company. The Company’s rights in the Co-Branded Content are separate from, and in addition to, the Company’s license rights in Ambassador Content under the Terms and Conditions. For clarity, ownership of Co-Branded Content does not transfer ownership of the underlying Ambassador Content, which remains subject to the license granted to the Company under the Terms and Conditions.

8. Indemnification. Ambassador shall indemnify, defend, and hold harmless the Company and its affiliates, and each of their respective directors, officers, employees, contractors, agents, successors, and assigns (collectively, the “Company Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (i) Ambassador’s breach or alleged breach of the Terms and Conditions; (ii) Ambassador’s participation in the Program or performance of the Services; (iii) any content, materials, statements, representations, or activities by Ambassador, including any Deliverables or Ambassador Content; (iv) any allegation that Ambassador Content or Ambassador’s use of Company Marks infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other rights of any third party; (v) Ambassador’s violation of any applicable law, regulation, or platform rule (including advertising, endorsement, disclosure, or consumer protection requirements); or (vi) any dispute between Ambassador and any third party arising from or relating to Ambassador’s participation in the Program. This Section shall survive termination or expiration of the Terms and Conditions.

9. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS, BE LIABLE TO AMBASSADOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS), ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS, THE PROGRAM, OR AMBASSADOR’S PARTICIPATION THEREIN, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS AND CONDITIONS, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY TO AMBASSADOR FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY THE COMPANY TO AMBASSADOR UNDER THE TERMS AND CONDITIONS DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY OF ITS ESSENTIAL PURPOSE AND SHALL NOT LIMIT AMBASSADOR’S INDEMNIFICATION OBLIGATIONS UNDER THE TERMS AND CONDITIONS. AMBASSADOR AGREES THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS OR THE PROGRAM MUST BE BROUGHT WITHIN SIX (6) MONTHS AFTER THE EVENT GIVING RISE TO SUCH CLAIM, AND AMBASSADOR HEREBY WAIVES ANY STATUTE OF LIMITATIONS TO THE CONTRARY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Term. The term of the Terms and Conditions shall commence on the Effective Date and shall continue unless earlier terminated below.

11. Termination.

11.1. Termination at Will. Either party may terminate the Terms and Conditions, the Program, or Ambassador’s participation therein at any time, with or without cause, and with or without notice, by written notice to the other party. Ambassador acknowledges that participation in the Program is discretionary and that the Company may modify, suspend, or discontinue the Program at any time without liability.

11.2. Immediate Termination by Company. Notwithstanding Section 11.1, the Company may immediately terminate the Terms and Conditions and Ambassador’s participation, with or without notice, if Ambassador breaches the Terms and Conditions, violates applicable law or platform rules, engages in fraud, willful misconduct, or engages in conduct that the Company reasonably determines may harm the Company’s reputation, brand, or business.

11.3. Effect of Termination. Upon termination of the Terms and Conditions for any reason other than Ambassador’s breach, the Company shall pay Ambassador any earned and unpaid Compensation that is (i) properly attributed through the Program Platform in accordance with the Terms and Conditions and the Program Fee Schedule and (ii) payable as of the effective date of termination. For the avoidance of doubt, Compensation that is subject to investigation, adjustment, chargeback, refund, or dispute as of the termination date shall not be deemed payable unless and until confirmed under the Program Fee Schedule. If the Terms and Conditions or Ambassador’s participation is terminated due to Ambassador’s breach or misconduct described in Section 11.2, then all unpaid, pending, or accrued Compensation shall be immediately forfeited and shall not be payable, regardless of attribution status or timing, and the Company shall have no further payment obligations to Ambassador. Upon any termination, all rights granted to Ambassador under the Terms and Conditions shall immediately cease, and Ambassador shall promptly discontinue all use of the Company Marks, Program Materials, and any other Company property. Sections that by their nature should survive termination, including without limitation confidentiality, intellectual property, representations and warranties, indemnification, limitation of liability, dispute resolution, and miscellaneous provisions, shall survive termination.

11.4. Suspension. Without limiting its termination rights, the Company may temporarily suspend Ambassador’s participation in the Program, access to the Program Platform, and/or payment of Compensation while the Company investigates any suspected breach of the Terms and Conditions, fraudulent activity, legal or regulatory concern, or violation of Program guidelines. Suspension shall not constitute a termination and may be lifted or converted into termination in the Company’s sole discretion.

12. Governing Law; Dispute Resolution; Class Action and Jury Trial Waivers.

12.1. Governing Law. The Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

12.2. Binding Arbitration. Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to the Terms and Conditions, the Program, or Ambassador’s participation therein shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Salt Lake City, Utah, before a single arbitrator. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator shall apply the substantive laws of the State of Delaware and shall have authority to award any relief that would be available in a court of law, subject to the limitations set forth in the Terms and Conditions.

12.3. Injunctive Relief. Notwithstanding the foregoing, the Company shall have the right to seek temporary, preliminary, or permanent injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy any actual or threatened breach of the Terms and Conditions, misuse of the Company’s intellectual property, violation of confidentiality obligations, or conduct that may cause irreparable harm to the Company. The Company shall not be required to post bond or prove actual damages in connection with any such relief. Seeking injunctive or equitable relief shall not waive the Company’s right to arbitration for all other disputes.

12.4. Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AMBASSADOR AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN AMBASSADOR’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OR TO HEAR ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

12.5. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE TERMS AND CONDITIONS, THE PROGRAM, OR AMBASSADOR’S PARTICIPATION THEREIN.

13. Miscellaneous.

13.1. Conflicts. In the event of any conflict between the Terms and Conditions and any Program guidelines, Program Fee Schedule, onboarding materials, policies, or campaign-specific instructions made available through the Program Platform (collectively, “Program Materials”), the terms of the Terms and Conditions shall control unless the Company expressly states in writing that a specific Program Material is intended to control for a particular purpose or campaign.

13.2. Entire Agreement. The Terms and Conditions, together with any Program Materials expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether written or oral.

13.3. Amendments; Waivers. The Company may amend, modify, or update the Terms and Conditions or any Program Materials at any time in its sole discretion by providing notice through the Program Platform or by other reasonable means. Ambassador’s continued participation in the Program following such notice constitutes acceptance of the amended terms. Any waiver of any provision of the Terms and Conditions by the Company must be in writing and shall apply only to the specific instance identified. No failure or delay by the Company in exercising any right shall operate as a waiver of such right.

13.4. Privacy Policy. Ambassador acknowledges and agrees that Ambassador’s participation in the Program is subject to the Company’s Privacy Policy, as made available on the Company’s website and as may be updated from time to time. Ambassador understands that the Company may collect, use, and share personal information relating to Ambassador in accordance with the Privacy Policy, including for Program administration, tracking, analytics, compliance, fraud prevention, and payment processing.

13.5. Program Platform Terms. To the extent Ambassador accesses or uses the Program Platform or any Company-provided tools, dashboards, or portals in connection with the Program, such use shall be subject to any applicable terms of use or platform terms made available by the Company solely as they relate to such access and use. In the event of any conflict between such platform terms and the Terms and Conditions, the Terms and Conditions shall control.

13.6. Further Assurances. Ambassador agrees to execute and deliver such additional documents and to take such further actions as may be reasonably requested by the Company to effectuate the purposes of the Terms and Conditions, including to confirm or enforce the Company’s intellectual property rights or compliance with applicable law.

13.7. Severability. If any provision of the Terms and Conditions is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect. If any provision is found unenforceable as applied, it shall be modified to the minimum extent necessary to make it enforceable.

13.8. Assignment. Ambassador may not assign, transfer, or delegate the Terms and Conditions or any rights or obligations hereunder, in whole or in part, without the Company’s prior written consent, and any attempted assignment in violation of the foregoing shall be null and void. The Company may freely assign the Terms and Conditions, without consent, in connection with a merger, acquisition, sale of assets, change of control, or similar transaction. The Terms and Conditions shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13.9. Headings. Section headings are for convenience only and shall not affect the interpretation of the Terms and Conditions.

13.10. Notices. Notices under the Terms and Conditions may be provided by the Company to Ambassador electronically through the Program Platform, by email, or by other reasonable means designated by the Company, and shall be deemed given when transmitted, provided no automated error or bounce-back is received. Notices from Ambassador to the Company must be sent by (i) email to the notice email address designated by the Company on its website or within the Program Platform, and (ii) certified or registered mail (return receipt requested) or nationally recognized overnight courier to the following address (or such other address as the Company may designate from time to time):

Cords Club, Inc.
96 N Main St, Springville
UT, 84663-1350

Notices shall be deemed given when received by the Company at the address above. For the avoidance of doubt, notices delivered via social media messaging, comments, or direct messages shall not constitute valid notice under the Terms and Conditions.

13.11. Relationship of the Parties. Nothing in the Terms and Conditions shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Ambassador has no authority to bind or represent the Company in any manner.

13.12. No Reliance on Summaries. Any summaries, FAQs, explanations, or marketing descriptions provided by the Company regarding the Program are for informational purposes only and do not modify or amend the Terms and Conditions. In the event of any inconsistency, the Terms and Conditions shall control.

13.13. Electronic Acceptance; Counterparts. The Terms and Conditions may be executed electronically, including by click-through acceptance or similar electronic means, and such acceptance shall be deemed to constitute a valid and binding signature. The Terms and Conditions may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.