eFit Associate Agreement

Referral Partner Agreement, version 2026-10

This Associate Agreement (also called the Referral Partner Agreement, the “Agreement”) is entered into as of the date the Associate accepts it, by and between:

Tim Mousel, an individual doing business as eFit Software (“eFit”), of 9011 White Laurel Ln., Cypress, Texas 77433, and [Associate name] (the “Associate,” also called the “Referral Partner”), reachable at [Associate email]. Together referred to as the “Parties.”

1. Purpose of the Agreement

eFit licenses web-based physical education, fitness tracking, and health education software to school districts, schools, colleges, universities, and other education programs. The Associate will introduce eFit to prospective customers. This Agreement records how those introductions are registered, how the Associate is paid for them, and the limits that apply to the Associate’s own employer.

2. Definitions

2.1 “Referred Account” means a school district, open-enrollment charter school, private school, junior college district, college, university, regional education service center, or other education program that eFit accepts as a registered referral under Section 3 and, during the registration period, either (a) enters into a paid contract, purchase order, or invoice arrangement with eFit, whether directly or through a purchasing cooperative acting for it, or (b) becomes an institution from which eFit first receives student, parent, or third party payments for course or program access. A Referred Account is the contracting legal entity, which for a Texas public school is the independent school district or the charter holder, even where the introduction was to a single campus, department, or program. A private school or a charter school that contracts separately under its own governing body is its own Referred Account.

2.2 “Collected Revenue” means all amounts actually deposited into an account of eFit, of Tim Mousel, or of any entity Tim Mousel controls, for eFit products and services, including successor and renamed versions of the same software, attributable to a Referred Account, whether paid by the institution, by a purchasing cooperative, by students enrolled in its courses or programs, by a parent, or by a third party on their behalf, less (a) refunds, credits, and chargebacks actually issued, (b) sales, use, data processing, or similar taxes collected and remitted to a taxing authority, and (c) fees a third party charges or withholds on those payments before or at the time the money reaches eFit, including credit card, debit card, bank, and payment processor fees, whether charged per transaction, as a percentage, or as a chargeback or dispute fee, purchasing cooperative vendor service fees, and marketplace or platform collection fees. The intent of this definition is that the referral fee is calculated on money eFit actually receives and keeps. Money that never reaches eFit, or that eFit has to pass on to a taxing authority, a processor, a purchasing cooperative, or a customer, is not Collected Revenue. A deduction under (c) is limited to what an unaffiliated third party actually charged, taken at cost, with no markup and no eFit handling or administrative charge. Collected Revenue is not reduced by eFit’s own cost of doing business, such as hosting, software development, salaries, contractor pay, marketing, support, or the referral fee itself. Collected Revenue does not include Membership Subscription revenue, which Section 2.7 excludes. Collected Revenue also excludes amounts eFit collects and passes through to a third party on the customer’s behalf, and excludes invoiced amounts that are never collected.

2.3 “Earning Period” means, for each Referred Account, the five (5) year period beginning on the date eFit first receives Collected Revenue from that Referred Account.

2.4 “Excluded Institution” means any educational institution that employs the Associate, or on whose governing board the Associate serves, during the term of this Agreement, together with every campus, school, department, and program within it. The Associate identifies any such employer or board seat in the Associate Portal at acceptance and keeps that information current under Section 5.3. Section 5 governs Excluded Institutions.

2.5 “Business Day” means any day other than a Saturday, Sunday, or federal or Texas state banking holiday.

2.6 Attribution of student payments. A payment made by a student or a parent for course or program access is attributable to a Referred Account if the purchaser is tied to that institution by school issued email domain, class roster, course or section code, enrollment record, registration link, or another record eFit keeps in the ordinary course of business. eFit will use the same identification method for referred and non-referred accounts. A payment that eFit cannot attribute using its ordinary process is left out of Collected Revenue.

2.7 “Membership Subscription” means a recurring individual membership in eFit that a student, a former student, or a member of the public buys directly from eFit for personal use, together with every renewal, upgrade, and reinstatement of one. Membership Subscriptions are a separate consumer product from the course and program access eFit sells through educational institutions. No referral fee is payable on Membership Subscription revenue. This holds even where the subscriber first came to eFit through a Referred Account, is enrolled at a Referred Account when he or she subscribes, or subscribes after leaving a Referred Account. The referral fee under this Agreement is paid on the course and program access an institution buys or that its students buy for a course or program at that institution.

3. Referral Registration and Attribution

3.1 Submitting a referral. Before making an introduction, the Associate will submit the prospective institution’s name, location, and contact information to eFit in writing. Registration through the Associate Portal, or email to the address in Section 13, is sufficient.

3.2 Acceptance. eFit will respond in writing within ten (10) Business Days, either accepting the prospect as a registered referral or declining it. eFit may decline a prospect only if, as of the date the Associate submitted it, (a) it is an Excluded Institution, (b) eFit has a current paid customer relationship with it, (c) eFit has sent it a written proposal, quote, or active evaluation within the previous six (6) months, or (d) it is already registered to another associate or referral partner. A decline must state which of these reasons applies and, for reason (c), the date of the writing. Appearing on a purchasing cooperative contract, such as BuyBoard, TIPS, or a regional education service center contract, is not by itself a paid customer relationship with a member institution. A declined prospect earns no compensation under this Agreement. If eFit does not respond within ten (10) Business Days, the prospect is treated as accepted.

3.3 Registration period. An accepted registration remains in effect for eighteen (18) months from the date of acceptance. If the institution enters a paid relationship with eFit during that period, it becomes a Referred Account. If a bona fide sales process is still active when the registration period expires, eFit will extend the registration in writing for an additional six (6) months, and will repeat that extension for as long as the sales process remains active. eFit may decline to extend only if the institution has told eFit in writing that it will not proceed.

3.4 Written record. eFit will maintain a current list of the Associate’s registered prospects and Referred Accounts, with the date each was accepted, in the Associate Portal, and will provide that list to the Associate on request.

3.5 Scope of the role. The Associate introduces eFit and makes the initial connection. The Associate may also present eFit and give demonstrations, using the materials and demonstration environment eFit supplies, and may ask eFit to join or lead any demonstration. eFit conducts negotiations, sets pricing, and decides whether to enter into any customer relationship. eFit may decline any prospect, price any offer, and change or discontinue any product, without liability to the Associate.

3.6 One fee per account. eFit pays one referral fee per Referred Account. No account will be split between associates, and no account will carry a duplicate fee.

4. Compensation

4.1 Referral fee. eFit will pay the Associate 20% of the Collected Revenue attributable to each Referred Account during that account’s Earning Period (the “Commission Rate”). The Commission Rate is the rate shown in the Associate Portal on the date the Associate accepts this Agreement, and each Referred Account keeps the Commission Rate in effect on the date it was registered.

4.2 Duration. The referral fee is paid for the full five (5) year Earning Period of each Referred Account. Each Referred Account carries its own Earning Period, measured from eFit’s first collection on that account.

4.3 Growth within a Referred Account. Collected Revenue includes revenue from additional class sections, campuses, schools, programs, and renewals of course or program access within the same Referred Account during its Earning Period, whether or not the Associate was involved in adding them, so long as the institution is not an Excluded Institution. Membership Subscriptions stay outside Collected Revenue under Section 2.7.

4.4 Payment periods. Referral fees are calculated for two periods each year: January 1 through June 30, and July 1 through December 31.

4.5 Disbursement schedule. Payment for the January 1 through June 30 period will be made by August 15 of the same year. Payment for the July 1 through December 31 period will be made by February 15 of the following year. If a payment date falls on a day that is not a Business Day, payment is due on the next Business Day.

4.6 Method of payment. Payments will be made by direct deposit or check to an account or address designated in writing by the Associate.

4.7 Statement. With each payment, eFit will provide a written statement, also available in the Associate Portal, listing each Referred Account, the gross amount received from it during the period, the refunds and chargebacks deducted, the taxes deducted, the third party fees deducted under Section 2.2(c) identified by type, the resulting Collected Revenue, and the amount due. A statement is treated as accepted unless the Associate objects to it in writing within twelve (12) months after eFit delivers it.

4.8 Refunds and chargebacks. Refunds, credits, and chargebacks are deducted from Collected Revenue in the period in which they are issued. If deductions exceed the amount otherwise payable for a period, the balance carries forward to the next period.

4.9 Right to inspect. The Associate, or an accountant engaged by the Associate, may inspect eFit’s records for the limited purpose of verifying the calculation of referral fees. Inspections will occur during reasonable business hours, on ten (10) Business Days’ written notice, no more than once per calendar year, and are limited to the two most recent payment periods and any period still open to objection under Section 4.7. The Associate pays the cost of the inspection. If an inspection shows an underpayment of more than five percent (5%) for the period examined, eFit pays the reasonable cost of that inspection and the shortfall within thirty (30) days. Any person conducting an inspection will first sign a reasonable confidentiality agreement.

4.10 Expenses. The Associate pays all out-of-pocket expenses and is not entitled to reimbursement, salary, draw, or any other compensation from eFit.

4.11 Death or incapacity of the Associate. If the Associate dies or becomes incapacitated during an Earning Period, the referral fees that continue to accrue on Referred Accounts already established will be paid to the Associate’s estate, or to a beneficiary designated in writing, for the remainder of each Earning Period.

4.12 No guarantee of earnings. eFit does not guarantee any level of sales, revenue, or referral fees. Any figure, example, calculator result, or projection shown on the eFit website, in the Associate Portal, or discussed before this Agreement is accepted is an illustration only and is not a promise of earnings.

5. Excluded Institutions (Any Educational Employer of the Associate)

5.1 No compensation. No referral fee, commission, or revenue share of any kind is payable on any Excluded Institution. This applies however the relationship with that institution arises, and whether or not the Associate participated in it.

5.2 No role in employer purchasing. The Associate will not participate in any evaluation, recommendation, negotiation, vote, or other decision by an Excluded Institution to purchase, renew, or adopt eFit products or services, and will recuse from any such decision. If the Associate takes employment with an educational institution, the Associate will disclose this Agreement to that employer in the manner the employer’s policies require, and will not wait to be asked.

5.3 Change of employment. An Excluded Institution can never become a Referred Account. The Associate will notify eFit in writing, including by updating the Associate Portal, within ten (10) days if the Associate accepts employment with, or a seat on the governing board of, any educational institution. That institution becomes an Excluded Institution on the date the employment or service begins.

5.4 Suspension if a Referred Account becomes the employer. If the Associate becomes employed by, or joins the governing board of, an institution that is already a Referred Account, all referral fees on that account are suspended for as long as that employment or service continues. Suspension does not extend the Earning Period, and suspended amounts are not paid later. Referral fees on the Associate’s other Referred Accounts are unaffected. This provision exists so that the Associate never receives private compensation derived from money paid by the Associate’s own employer.

5.5 Survival. This Section survives termination of this Agreement and may not be waived by course of dealing.

6. Conduct and Compliance

6.1 Employer policy. If the Associate has an employer, the Associate is responsible for complying with that employer’s outside employment, conflict of interest, and ethics policies, including obtaining any disclosure or approval those policies require before performing under this Agreement.

6.2 No use of employer resources. The Associate will carry out all activity under this Agreement on the Associate’s own time and with the Associate’s own equipment, and will not use any employer’s duty hours, computers, phones, network, email address, letterhead, logos, facilities, file storage, mailing systems, records, or confidential information in connection with this Agreement. eFit will not use the Associate’s job title or any employer’s name in any marketing, testimonial, or sales material without the Associate’s written permission and any permission that employer requires.

6.3 Procurement, gift, and ethics laws. The Associate will comply with applicable procurement, gift, and ethics laws, including Texas Penal Code Section 36.02 (bribery), Section 36.07 (honorarium), Sections 36.08 and 36.09 (gifts and benefits to public servants), Section 32.43 (commercial bribery), and Section 39.02 (abuse of official capacity), Texas Local Government Code Chapter 176, the Educators’ Code of Ethics at 19 Texas Administrative Code Section 247.2, and the equivalent laws of any other state in which the Associate works. The Associate will not offer anything of value to any public employee or official to influence a purchasing decision. eFit will not ask the Associate to do anything that would violate these laws.

6.4 No authority to bind eFit. The Associate is not an agent of eFit and has no authority to sign contracts, quote or discount pricing, commit to delivery dates or product features, or make warranties or representations about eFit beyond the materials eFit supplies. eFit alone decides whether to sell, at what price, and on what terms.

6.5 Student data. The Associate will not request or receive access to student records, student login credentials, or personally identifiable student information through this Agreement. Nothing in this Agreement makes the Associate a school official under the Family Educational Rights and Privacy Act.

6.6 Conflict of interest disclosures. Texas law requires a vendor to make certain filings about its relationships with the people who run a public school, including the Conflict of Interest Questionnaire under Texas Local Government Code Chapter 176 and the trustee interest rules in Texas Education Code Section 11.067. The Associate will promptly tell eFit, in writing, (a) of any family relationship or business relationship with a board trustee, superintendent, purchasing officer, or other decision maker at any prospect or Referred Account, and (b) on becoming a trustee, superintendent, or other officer of any educational institution, and will give eFit whatever information those filings require.

6.7 eFit compliance. eFit will comply with the student privacy laws that apply to its operation of the software, including the Family Educational Rights and Privacy Act and Texas Education Code Chapter 32, Subchapter D. The Associate has no responsibility for eFit’s handling of student data.

6.8 Eligibility under Texas Education Code Section 11.006. Texas Education Code Section 11.006, added by the Texas Legislature in 2025, restricts a school district administrator, meaning an employee with significant administrative duties relating to the operation of the district, from receiving a financial benefit for personal services performed for a business entity that conducts or solicits business with the employing district, or for an education business that provides services regarding the curriculum or administration of any school district. Classroom teachers and trustees are outside that definition. At acceptance the Associate states in the Associate Portal whether the Associate is employed by any school district or other educational institution, and represents that the Associate is not an administrator within the meaning of that Section. If that changes, the Associate will notify eFit in writing within ten (10) days. All activity and all payments under this Agreement are then suspended until the Parties confirm in writing that continuing is lawful, including any board approval that Section requires. Suspension does not extend an Earning Period. If the Associate later ceases to be an administrator, payments resume for whatever remains of each Earning Period.

6.9 Board review. If an employer of the Associate ever requires board approval of this Agreement, the Parties intend the following to support that review: this Agreement pays nothing on that employer and can never do so (Section 5.1), the Associate takes no part in any purchasing decision at that employer (Section 5.2), and all activity happens on the Associate’s own time with the Associate’s own equipment (Section 6.2).

6.10 Form 1295 disclosure. When eFit contracts with a Texas governmental entity, including a school district, Texas Government Code Section 2252.908 may require eFit to file a Certificate of Interested Parties, Texas Ethics Commission Form 1295, naming any person who actively participates in facilitating the contract, including a compensated intermediary. The Associate may be such a person for accounts the Associate introduces. The Associate consents to being named on that filing, will give eFit the information the form requires, and understands that the filing is a public record.

6.11 Associate Standards. The Associate will follow the Associate Standards published at efit.software/associates/standards.php, including clearly disclosing the Associate’s paid relationship with eFit in any public post, advertisement, or message that promotes eFit. eFit may update the Associate Standards with notice in the Associate Portal; an update never reduces compensation already earned.

6.12 Associates outside Texas. The Associate represents that the laws of the state where the Associate lives and works, and the policies of any employer of the Associate, allow the Associate to receive referral fees under this Agreement, and will tell eFit in writing within ten (10) days about any law, rule, or policy that restricts them. The Texas provisions in Sections 6.3, 6.6, 6.8, and 6.10 apply where Texas law applies; equivalent duties under the Associate’s own state’s law apply in the same way.

6.13 Writings through the Associate Portal. Registrations, employment and board updates, disclosures, beneficiary designations, statement objections, and notices of termination submitted through the Associate Portal are written notice under this Agreement. eFit keeps a dated record of each one.

7. Relationship of the Parties

7.1 Independent contractor. The Associate is an independent contractor. This Agreement does not create an employment relationship, partnership, joint venture, or agency between the Parties. The Associate sets the Associate’s own hours and methods, uses the Associate’s own equipment, and is not subject to eFit’s direction or control in how the Associate performs.

7.2 Taxes. The Associate will provide eFit with a completed Form W-9. eFit will report payments on Form 1099-NEC. The Associate is responsible for all federal, state, and local taxes on amounts received under this Agreement.

7.3 No benefits. eFit provides no health insurance, paid leave, retirement, workers’ compensation, or any other employee benefit to the Associate.

7.4 Not exclusive. This Agreement is not exclusive. The Associate is free to hold other employment and other business relationships, subject to Sections 5, 6, and 9.

8. Term and Termination

8.1 Term. This Agreement begins on the date first written above and continues until terminated under this Section.

8.2 Termination for convenience. Either Party may terminate this Agreement for any reason on thirty (30) days’ written notice to the other.

8.3 Earned compensation survives. Termination under Section 8.2 does not affect Referred Accounts already established. eFit will continue to pay the referral fee on those accounts for the remainder of each Earning Period, on the schedule in Section 4. Prospects that were registered but had not yet become Referred Accounts at the date of termination remain eligible for ninety (90) days after that date.

8.4 Termination for cause. eFit may terminate this Agreement immediately if the Associate commits fraud, engages in unlawful conduct in connection with this Agreement, or knowingly misrepresents eFit, its products, or the Associate’s own authority. For any other material breach, including a breach of Section 5 or Section 6, eFit will give written notice describing the breach and thirty (30) days to cure it, and may terminate if it is not cured.

8.5 Effect of a termination for cause. On a termination for cause, the Associate loses future referral fees on any Referred Account the breach touched, and loses any prospect registered but not yet closed. Referral fees on the Associate’s other Referred Accounts continue under Section 8.3. eFit may hold a disputed payment during a cure period and will release it within ten (10) days after the breach is cured or the dispute is resolved.

8.6 Termination by the Associate for nonpayment. If eFit misses a scheduled payment, the Associate may give written notice of the missed payment. If eFit has not paid within thirty (30) days after that notice, the Associate may terminate this Agreement, and Section 8.3 still applies, so the Associate’s Referred Accounts keep paying for the rest of each Earning Period.

8.7 Final payment. Any undisputed amounts owed at termination will be paid within thirty (30) days after the termination date. Continuing amounts under Section 8.3 will be paid on the regular schedule.

8.8 Survival. Sections 4.7, 4.9, 4.11, 5, 8.3, 8.7, 9, 10, 11, 12, and 14 survive termination of this Agreement.

9. Confidentiality

9.1 eFit information. In the course of this Agreement, the Associate may receive eFit pricing, discounts, customer lists, product plans, financial information, technical information, and other proprietary information (collectively, “Information”). The Associate will not use any Information for the Associate’s own benefit or disclose it to any third party without eFit’s prior written consent, and will treat it as strictly confidential. The Associate may use Information as needed to carry out this Agreement. Information does not include anything that is public through no fault of the Associate, that the Associate already knew, that the Associate develops independently, or that a third party gives the Associate without a duty of confidence. A violation of this Section is a material breach of this Agreement.

9.2 Associate information. eFit will keep the Associate’s personal and financial information, and the fact and terms of this Agreement, confidential, except as required by law, by a taxing authority, as needed to make a filing described in Section 6.6 or Section 6.10, or as shared with a professional advisor bound to confidentiality.

9.3 Disclosure to the employer. Nothing in this Section stops the Associate from giving a complete copy of this Agreement to the Associate’s employer, to its board of trustees, or to the Associate’s own attorney or accountant. Both Parties understand that a copy filed with a public school board, or information filed on Form 1295, becomes subject to the Texas Public Information Act and may become public. Neither Party treats that as a breach of this Section.

9.4 Non-circumvention. The Associate will not use eFit’s Information to divert or attempt to divert a Referred Account to a competing product or service, during the term of this Agreement and for two (2) years afterward.

9.5 Return of materials. On termination, the Associate will return or destroy all eFit records, materials, and data in the Associate’s possession or control, and will confirm in writing having done so.

9.6 Trade secret immunity notice. Notice under the Defend Trade Secrets Act: an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (i) in confidence to a federal, state, or local government official, or to an attorney, solely to report or investigate a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if the filing is made under seal.

9.7 Survival. The obligations in this Section remain in effect after this Agreement ends.

10. Indemnification and Damages

10.1 BY THE ASSOCIATE. THE ASSOCIATE WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS EFIT AND TIM MOUSEL FROM ALL CLAIMS, LOSSES, FINES, AND REASONABLE ATTORNEY FEES ARISING FROM (A) THE ASSOCIATE’S BREACH OF THIS AGREEMENT, INCLUDING SECTIONS 5, 6, AND 9, (B) ANY REPRESENTATION, WARRANTY, OR COMMITMENT THE ASSOCIATE MAKES TO A THIRD PARTY WITHOUT EFIT’S AUTHORIZATION, OR (C) THE ASSOCIATE’S VIOLATION OF ANY ETHICS, PROCUREMENT, OR PUBLIC EMPLOYMENT LAW.

10.2 BY EFIT. EFIT WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE ASSOCIATE FROM ALL THIRD-PARTY CLAIMS, LOSSES, AND REASONABLE ATTORNEY FEES ARISING FROM (A) THE EFIT SOFTWARE, INCLUDING ANY CLAIM THAT IT INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY OR MISHANDLES STUDENT DATA, OR (B) EFIT’S OWN ACTS, OMISSIONS, OR NEGLIGENCE. THIS INDEMNITY DOES NOT COVER A CLAIM CAUSED BY THE ASSOCIATE’S OWN BREACH OF THIS AGREEMENT OR THE ASSOCIATE’S OWN NEGLIGENCE OR WILLFUL MISCONDUCT.

10.3 DAMAGES. NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. THIS LIMIT DOES NOT APPLY TO EFIT’S OBLIGATION TO PAY REFERRAL FEES UNDER SECTION 4, WHICH REMAINS FULLY RECOVERABLE, AND DOES NOT APPLY TO EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER THIS SECTION 10 OR TO A BREACH OF SECTION 9.

11. Successors, Assignment, and Sale of the Business

11.1 By the Associate. The Associate may not assign this Agreement, except as provided in Section 4.11.

11.2 Entity conversion. Tim Mousel may organize a limited liability company or other entity to operate eFit Software. On written notice, this Agreement is assigned to and assumed by that entity, and it becomes responsible for every obligation under this Agreement.

11.3 Sale of the business. eFit will not sell or transfer the eFit software or substantially all of the assets of the business unless the buyer assumes in writing the obligation to continue paying referral fees for the remaining Earning Period of every Referred Account.

11.4 Estate and successors. The obligations of eFit under this Agreement bind Tim Mousel’s estate, heirs, personal representatives, and successors. This Agreement binds and benefits the Parties and their respective heirs, legal representatives, successors, and permitted assigns.

12. Governing Law, Dispute Resolution, and Fees

12.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules.

12.2 Notice, negotiation, and mediation. Before filing suit, the Party raising a dispute will give the other written notice describing it. The Parties will then confer in good faith for thirty (30) days and, if the dispute is still unresolved, attend one session of mediation in Harris County, Texas, splitting the mediator’s fee equally. This Section does not prevent either Party from seeking an injunction to protect confidential information.

12.3 Venue. Venue for any dispute lies exclusively in the state or federal courts sitting in Harris County, Texas.

12.4 Attorney fees. In any proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorney fees and costs.

13. Notices

Notices under this Agreement must be in writing and are effective when delivered in person, sent by email to the addresses below with confirmation of receipt, or deposited in the United States mail, postage prepaid. Notices to eFit go to Tim Mousel d/b/a eFit Software, 9011 White Laurel Ln., Cypress, TX 77433, email sales@efit.software. Notices to the Associate go to the email address on the Associate’s account ([Associate email]) and the mailing address the Associate provides. Either Party may change its address by written notice. The Associate will use a personal email address, not an employer email address, for notices under this Agreement.

14. General Provisions

14.1 Entire agreement. This Agreement, together with the Associate Standards it incorporates in Section 6.11, contains the entire agreement of the Parties and supersedes any prior written or oral agreement, understanding, offer, or discussion between them on this subject, including any email correspondence.

14.2 Amendment. This Agreement may be modified only in a writing signed or electronically accepted by both Parties. eFit may offer an updated version of this Agreement through the Associate Portal; it takes effect for the Associate only when the Associate accepts it, and the prior version continues to govern until then.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions continue in effect. A provision that would be valid and enforceable if limited will be enforced as so limited.

14.4 Waiver. A Party’s failure to enforce any provision of this Agreement is not a waiver of its right to enforce that provision later.

14.5 Counterparts and electronic signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original and all of which together form one agreement. Accepting this Agreement in the Associate Portal, by typing the Associate’s full legal name and selecting the acceptance box, is the Associate’s electronic signature, and eFit’s acceptance of the Associate into the program is eFit’s. eFit keeps a record of the version accepted and the date and time of acceptance.

14.6 Independent counsel. Each Party has had the opportunity to consult its own attorney. This Agreement will not be construed against the Party that drafted it.