This Reseller Agreement (the "Agreement") governs your activity, application, and subsequent participation in The Executive Whisper, LLC (a Florida-based LLC doing business as Microsite Health and offering a branded product called "CRTX Agent + Platform") Reseller Program (the “Program”). By accepting this Agreement, or by participating in the Program, you (“Reseller,” “You” or “you”) agree to be bound by the terms set forth herein, establishing a binding legal agreement between You and The Executive Whisper, LLC (“Microsite Health,” “we,” or “us”). If you represent a business entity, you warrant that you have the authority to bind that entity to this Agreement. The Executive Whisper, LLC reserves the right to modify the Agreement at any time, and continued participation in the Program constitutes acceptance of any updates. Reseller is responsible for ensuring compliance with this Agreement by its employees, agents, and representatives. Any breach of the Agreement by an employee, agent, or representative acting on the Reseller’s behalf will be considered a breach by the Reseller.

SECTION 1. PROGRAM APPLICATION
You agree to provide all information requested by Microsite Health in connection with your Program application, ensuring that all information is truthful and accurate. Microsite Health retains sole discretion to determine whether you qualify for participation in the Program. We reserve the right to modify the criteria for the Program at any time, for any reason. You consent to being contacted regarding your application and participation in the Program via the email address and phone number provided during the application process.

SECTION 2. PROGRAM RULES
You represent and warrant that your participation in the Program will comply with the following rules ("Rules"). Failure to comply may result in the immediate termination of your participation in the Program, forfeiture of earned commissions, and other remedies available under the law:

2a. Compliance with all applicable laws, including privacy and advertising regulations.

2b. Adherence to the Microsite Health Code of Conduct and brand guidelines.

2c. No use of deceptive, misleading, or unethical practices to promote CRTX Agent + Platform.

2d. Prohibition on engaging in activities that infringe on Microsite Health’s intellectual property rights or violate the terms of this Agreement.

SECTION 3. COMPENSATION
Upon acceptance into the Program, new users will be able to identify you as their referring Reseller by entering your name in a designated textbox on the sign-up page for CRTX Agent + Platform ("Referral Box"). This process ensures that when a new user subscribes, they can acknowledge who introduced them to the program by providing your name, which will be used to track and attribute commissions accordingly.

Commissions are earned when a new user ("Client") subscribes to the CRTX platform and identifies you as the referring Reseller by entering your name in the Referral Box on the sign-up page.

Commissions will be calculated and paid out as follows:

3A.Commission Structure:
Resellers will receive $100 per month for each new user who subscribes to CRTX Agent + Platform and identifies them as the referring Reseller by entering their name in the Referral Box on the sign-up page. This commission is paid each month for up to 12 months, as long as the user's subscription remains active during the first year.

Commissions are paid starting 60 days after the new user subscribes, and will continue each month for up to 12 months, as long as the user’s subscription remains active throughout that period. Additional incentives may be offered to achieve certain performance targets, as determined by Microsite Health.

3B. Payout Terms:
Payments will be processed through bill.com, and resellers are required to establish a free account on the platform to receive payments.

Commissions will be paid on a monthly schedule, 60 days after a Client subscription, subject to the Client maintaining an active subscription during this period.

Resellers are responsible for maintaining an active and usable account on bill.com to facilitate payments.

SECTION 4. INTELLECTUAL PROPERTY RIGHTS
Microsite Health may provide you with certain intellectual property, resources, or materials ("Microsite Health Materials") for use solely in connection with the Program. You acknowledge that all rights, titles, and interests in Microsite Health Materials remain the property of The Executive Whisper, LLC. You agree not to modify, misuse, or misrepresent Microsite Health trademarks or branding and will use Microsite Health Materials only as directed.

SECTION 5. TERM AND TERMINATION
This Agreement will commence upon acceptance by Microsite Health and will continue until terminated by either party. Either party may terminate this Agreement at any time with 30 days written notice. Microsite Health may terminate immediately without notice if there is a breach of this Agreement or if you violate any applicable law. Upon termination, you forfeit any unpaid commissions, and all rights to use Microsite Health Materials will cease.

SECTION 6. INDEPENDENT CONTRACTOR STATUS AND NON-EXCLUSIVITY
6A. Independent Contractor Obligations:
Resellers are engaged as independent contractors and are not employees, agents, or partners of Microsite Health. As such, Resellers are solely responsible for their own business operations, including but not limited to acquiring and maintaining necessary insurance, licenses, permits, and any other business requirements that may be applicable under local laws and regulations.

Resellers will not be entitled to any employee benefits that Microsite Health offers to its employees, including but not limited to healthcare, retirement plans, paid time off, or other benefits typically associated with an employment relationship. Resellers are responsible for their own taxes, insurance, and other legal obligations as independent business owners.

6B. Non-Exclusivity:
This Agreement does not establish an exclusive relationship between Microsite Health and the Reseller. Resellers are free to engage in other business activities or offer services unrelated to the CRTX Agent + Platform, provided such activities do not conflict with the Reseller’s obligations under this Agreement.

SECTION 7. CONFIDENTIALITY
Resellers may have access to confidential information, including but not limited to business plans, client data, and proprietary technology. You agree to keep such information confidential and not disclose it to any third party without Microsite Health’s prior written consent. This obligation remains effective even after the termination of this Agreement.

SECTION 8. REPRESENTATIONS AND WARRANTIES
You represent that you will conduct business ethically and comply with all applicable laws, including privacy and advertising regulations. You also represent that there are no current legal proceedings or investigations that would interfere with your ability to participate in the Program. Microsite Health reserves the right to terminate this Agreement if you are involved in any legal actions that could harm Microsite Health’s reputation.

SECTION 9. LIMITATION OF LIABILITY
Microsite Health will not be liable for any indirect, special, incidental, or consequential damages related to this Agreement, including lost profits, even if Microsite Health has been advised of the possibility of such damages. In no event will Microsite Health’s liability exceed the amount of commissions paid to you in the six months preceding the event, giving rise to the claim.

SECTION 10. DISPUTE RESOLUTION AND GOVERNING LAW
This Agreement will be governed by the laws of the State of Florida, without regard to its conflicts of laws provisions. Any disputes arising under this Agreement shall be resolved through mediation, and, if unsuccessful, through binding arbitration. Both parties waive their right to participate in class actions or seek remedies on a collective basis.

SECTION 11. GENERAL TERMS
11A.Modification: Microsite Health reserves the right to modify this Agreement at any time. Continued participation in the Program constitutes acceptance of any changes.

11B. Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements.

11C. Severability: If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will continue in full force and effect.

11D Notices: All notices under this Agreement must be in writing and sent to the official email address provided by each party.

SECTION 12. CODE OF CONDUCT
Resellers must act in accordance with the Microsite Health Code of Conduct, which includes honesty, transparency, and fair representation of the CRTX platform. Misleading or unethical behavior, including but not limited to deceptive advertising, fraud, and misuse of Microsite Health branding, will result in immediate termination from the Program.

SECTION 13. BRAND GUIDELINES
Resellers must adhere to the Microsite Health Brand Guidelines when promoting CRTX Agent + Platform. These guidelines are designed to ensure consistent, accurate, and professional representation of the CRTX brand across all marketing and promotional materials. Failure to comply with these guidelines may result in immediate termination from the Program. The key elements of the Brand Guidelines include:

13A.Authorized Use of Logos and Trademarks:
Resellers are permitted to use Microsite Health logos, trademarks, and branding assets ("Brand Assets") only as provided by Microsite Health and solely for the purpose of promoting the CRTX Agent + Platform.

All Brand Assets must be used as they are provided, without alteration. This includes maintaining the correct colors, fonts, proportions, and design. Resellers are prohibited from modifying, distorting, or altering Brand Assets in any way that could misrepresent or dilute the CRTX brand.

13B. Consistent Brand Messaging:
All promotional materials, advertisements, and communications must reflect the core values and messaging of CRTX Agent + Platform as outlined by Microsite Health. Resellers should present the platform in a professional, honest, and clear manner.

Misleading claims, exaggerated benefits, or false representations about the features or functionality of CRTX Agent + Platform are strictly prohibited.

Any specific marketing claims must be factual, accurate, and in line with approved messaging provided by Microsite Health. If in doubt, Resellers should seek clarification from their Microsite Health representative.

13C. Pre-Approved Marketing Materials:
Microsite Health may provide pre-approved marketing templates and materials (e.g., banners, social media posts, brochures) for use by Resellers. Resellers are encouraged to use these materials to ensure compliance with branding standards.

If Resellers wish to create their own marketing content, they must submit it to Microsite Health for approval prior to distribution. Microsite Health reserves the right to reject or request changes to any materials that do not meet brand standards.

13D. Use of Microsite Health Name and Product Descriptions:
When referring to CRTX Agent + Platform or Microsite Health, Resellers must use the official product names and descriptions as specified in the Brand Guidelines. Consistent language helps maintain brand recognition and prevents confusion among potential clients.

Resellers are not permitted to create their own product names, descriptions, or branding that could imply a different or unofficial association with Microsite Health.

13E. Digital and Social Media Guidelines:
When promoting CRTX Agent + Platform on social media or other digital channels, Resellers must ensure that all posts, ads, and content are consistent with Microsite Health's branding and tone.

Resellers are prohibited from creating social media profiles, websites, or domain names that mimic or replicate the official CRTX Agent + Platform or Microsite Health profiles, including variations of the brand name or logo.

Digital ads must not contain misleading content or false claims, and they must follow all applicable laws and advertising guidelines.

13F. Respect for Competitor Products:
While Resellers are free to explain the advantages of CRTX Agent + Platform, they must avoid defamatory, misleading, or unethical comparisons with competitor products.

Resellers should refrain from making negative or disparaging statements about other companies or products in their marketing materials.

SECTION 14. DISPUTE RESOLUTION FOR COMMISSION PAYMENTS
In the event of a dispute or discrepancy regarding commission payments, Resellers must follow the process outlined below to ensure timely and fair resolution:

14A. Notification of Dispute:
If a Reseller believes there is an error or discrepancy in the commission payment, they must notify Microsite Health in writing within 30 days of the payment date. The written notification should include details of the discrepancy, such as the Client name, subscription date, and the amount in question.

Notifications should be sent to the designated email address provided by Microsite Health for handling commission-related inquiries.

14B. Review and Response:
Upon receipt of the notification, Microsite Health will acknowledge the dispute within 5 business days and begin an internal review of the claim.

Microsite Health will investigate the issue, including verifying subscription records, payment history, and any relevant Client details to determine the validity of the claim.

14C. Resolution Time Frame:
Microsite Health will make all reasonable efforts to resolve the dispute within 30 days from the date of the Reseller’s notification. If additional time is required for investigation, Microsite Health will inform the Reseller of the expected resolution time frame and the reasons for the delay.

Upon completion of the investigation, Microsite Health will notify the Reseller of the outcome, including any adjustments to future commission payments if the discrepancy is confirmed.

14D. Final Decision:
If the review determines that a payment adjustment is warranted, Microsite Health will include the corrected amount in the next scheduled commission payout.

If no adjustment is deemed necessary, Microsite Health will provide a detailed explanation of the decision. The Reseller may request a final review if additional evidence supporting the claim can be provided, but Microsite Health’s final decision will be binding.

14E.Limitations:
Any disputes not raised within 30 days of the commission payment date will be considered resolved, and no further action will be taken by Microsite Health.

Resellers are responsible for maintaining accurate records of their referrals and commissions to support any claims of discrepancies.

SECTION 15. FORCE MAJEURE
Neither Microsite Health nor the Reseller shall be liable for any failure or delay in performing their obligations under this Agreement if such failure or delay is due to circumstances beyond their reasonable control (a “Force Majeure Event”). Force Majeure Events include, but are not limited to:

* Natural disasters (e.g., earthquakes, floods, hurricanes, fires)

* War, acts of terrorism, civil unrest, or military actions

* Pandemics, epidemics, local disease outbreaks, or public health emergencies

* Governmental orders, regulations, or restrictions (e.g., quarantines, trade embargoes)

* Strikes, lockouts, labor disputes, or other industrial disturbances

* Failures or disruptions in transportation, telecommunications, power, or other essential services

If either party is prevented from fulfilling their obligations due to a Force Majeure Event, they must:

Notification:
Promptly notify the other party in writing of the nature of the Force Majeure Event, its anticipated duration, and the impact on their ability to perform their obligations under this Agreement.
Continue to make all reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as possible.

Suspension of Obligations:
The obligations of the affected party will be suspended for the duration of the Force Majeure Event. The non-affected party may suspend its obligations during the same period if their performance is dependent on the affected party’s performance.

Termination:
If a Force Majeure Event continues for a period exceeding 60 days, either party may terminate this Agreement upon written notice to the other party without liability, except for the payment of any accrued but unpaid obligations prior to the Force Majeure Event.

SECTION 16. NON-SOLICITATION
16A. Non-Solicitation of Clients:
During the term of this Agreement and for a period of 12 months following its termination, Resellers agree not to directly or indirectly solicit, approach, or attempt to divert any clients or customers of Microsite Health ("Clients") that were introduced or acquired through the Reseller's participation in the CRTX Agent + Platform Program. This includes any attempts to persuade Clients to terminate, reduce, or modify their business relationship with Microsite Health.

16B. Prohibition on Offering Competing Services:
Resellers are expressly prohibited from offering, promoting, or providing any products or services that compete directly with the CRTX Agent + Platform to Clients gained through the Program. Any attempt to engage in such activities will be considered a material breach of this Agreement and may result in immediate termination from the Program, along with the forfeiture of any outstanding commissions.

16C. Permitted Communication:
This clause does not prohibit Resellers from communicating with Clients in a manner that is consistent with the authorized activities under this Agreement. However, Resellers must refrain from any activities that could be perceived as an effort to solicit Clients for services outside the scope of the CRTX Agent + Platform Program.

16D. Consequences of Breach:
If Microsite Health determines that a Reseller has violated this non-solicitation provision, Microsite Health reserves the right to pursue any and all legal remedies available, including but not limited to seeking injunctive relief, damages, and the termination of this Agreement. The Reseller will also be responsible for any legal costs incurred by Microsite Health in enforcing this provision.

SECTION 17. CONCLUSION
By participating in the CRTX Agent + Platform Reseller Program, you acknowledge that you have read, understood, and agree to abide by the terms and conditions set forth in this Agreement. This Agreement represents the entire understanding between you and The Executive Whisper, LLC, doing business as Microsite Health, regarding your participation in the Program.
Both parties agree to act in good faith and in compliance with the Agreement to promote a successful and mutually beneficial partnership. Any modifications to this Agreement must be in writing and signed by both parties to be effective.
Thank you for your commitment to the CRTX Agent + Platform, and we look forward to a productive and successful collaboration.