Partner Program Agreement

This Partner Program Agreement (this "Agreement") is a binding agreement between Zeus and the person or business that applies to, or is admitted to, the Zeus Partner Program (the "Partner", "you"). If you accept on behalf of a business, you confirm you have authority to bind it, and "you" means that business.

Key Terms — Please Read Before Accepting

THESE TERMS AFFECT WHAT YOU ARE PAID AND HOW DISPUTES ARE DECIDED. IN SUMMARY:

1. YOUR COMMISSION RATES ARE IN YOUR COMMISSION SCHEDULE, shown in your partner portal or agreed with Zeus in writing — not in this Agreement (Section 5).
2. COMMISSION IS NOT A GUARANTEED INCOME. Commission is earned only on money Zeus actually receives and keeps, and only for the period your Commission Schedule states (Sections 5 and 16).
3. COMMISSION STOPS WHEN THIS AGREEMENT ENDS, except for commission already accrued and the limited wind-down in Section 14.2. Attribution of an account to you does not give you a right to commission for as long as that account pays.
4. YOUR COMMISSION RATES ARE VARIABLE, INCLUDING FOR BUSINESSES YOU HAVE ALREADY REFERRED. Any earning period in your Commission Schedule is a maximum, not a promise of a fixed rate for that period. Zeus may change your Commission Schedule for future charges on 30 days' notice; if you do not accept a reduction you may leave on the terms in Section 15.3. Commission already accrued is never reduced.
5. REFUNDS, CHARGEBACKS AND PROHIBITED CONDUCT REVERSE COMMISSION, and Zeus may set off what you owe it against what it owes you (Sections 6 and 7).
6. DISPUTES: Ontario law; a short escalation process; Small Claims Court for smaller claims; otherwise individual arbitration in Toronto; no class actions; and **claims by either party must be brought within one year** (Section 18).

---

1. This Agreement and Your Other Zeus Terms

1.1 What this Agreement covers. This Agreement governs the Zeus Partner Program: the partner portal, Partner Codes and Partner Links, attribution, cash commission and any bonus, and payouts (together, the "Program").

1.2 Separate from the customer referral program. The Program is separate from Zeus's customer referral program, under which a Zeus Customer may earn Pro subscription days and never cash. Taking part in one does not make you part of the other.

1.3 Order of precedence. For everything about the Program, this Agreement and your Commission Schedule prevail over the Zeus Global Terms of Service (the "Global Terms") and every other Zeus policy. If you also use Zeus as a Customer, the Global Terms continue to govern that use, and nothing in this Agreement changes them. Between this Agreement and your Commission Schedule, the Commission Schedule prevails on commission and payout terms, and this Agreement prevails on everything else.

1.4 Acceptance and records. You accept this Agreement by selecting "Accept" on the Partner Agreement card in the partner portal or, when you first replace a temporary password with your own, by selecting the button that the screen tells you accepts this Agreement. Your Commission Schedule is shown in your partner portal. Zeus keeps a record of the version of this Agreement you accepted, the date and time, and the partner account that accepted it; keeps every version of this Agreement it has published; and keeps every version of your Commission Schedule with the dates it applied. You accept each Commission Schedule by continuing in the Program after it is shown to you or takes effect (Section 15.4). Zeus will send you a copy of any of these records on request to [email protected].

1.5 Reasonable exercise of discretion. Where this Agreement lets Zeus decide something, including attribution, approvals, suspension and changes, Zeus will decide honestly and in good faith, for legitimate business reasons, and not for the purpose of avoiding Commission that would otherwise be owed.

2. Definitions

• "Partner Code" means a referral code Zeus issues to you, and "Partner Link" means a link Zeus issues to you that carries your Partner Code.
• "Referred Account" means a Zeus business account that Zeus attributes to you under Section 4.
• "First Payment Date" means the date a Referred Account first successfully pays Zeus for a paid plan. It is not the signup date, and it never resets, including if the account cancels and later subscribes again.
• "Commissionable Revenue" means, for each charge to a Referred Account for a Zeus subscription, the amount Zeus actually receives, after deducting: (a) fees retained by an app store, payment processor or reseller, as shown in its own settlement record; (b) sales, goods and services, harmonized, value-added and similar taxes; and (c) any other deduction your Commission Schedule states. Unless your Commission Schedule says otherwise, Commissionable Revenue excludes: refunded, charged-back, credited, disputed or uncollected amounts; services and add-ons other than the subscription itself; and the value of any free days, discounts, credits or promotions.
• "Commission Schedule" means the commission and payout terms that apply to you, as shown in your partner portal or set out in a written agreement signed by Zeus. It may cover rates, how long commission is paid, the Hold Period, payout frequency, any minimum payout, your settlement currency, whether amounts include sales tax, any bonus, and any partner category or addendum.
• "Commission" means amounts payable to you under your Commission Schedule, including any bonus.
• "Hold Period" means the period after a charge before Commission on it becomes payable, as stated in your Commission Schedule.

3. Admission, Partner Categories and Codes

3.1 Applying is not admission. Anyone may apply. Zeus decides, at its sole discretion, whether to admit an applicant, and may decline without giving a reason. An applicant who has not been admitted earns nothing and is owed nothing, even if the partner portal is available to them.

3.2 Partner categories. Zeus may admit you in a category (for example a supplier, a sales representative or a content creator) and may give you a Commission Schedule or addendum for that category. Whatever your category, you have no exclusivity, no territory, no ownership of any customer relationship, no authority to set or negotiate Zeus's prices, and no access to any Referred Account's transaction records except as Section 9.1 states.

3.3 Accurate details; your account. You must give and keep accurate contact, payout and tax details, and Zeus may verify your identity or business at any time. You are responsible for keeping your partner portal credentials confidential and for all activity under them.

3.4 Codes and links. Zeus may change, retire or replace a Partner Code at any time. When Zeus says so in the portal, a new business that signs up with your Partner Code receives a promotional benefit, such as free days of Zeus Pro; each business, email identity and company may receive that benefit only once, from any partner. You must describe the benefit only as Zeus shows it in the portal.

4. Attribution

4.1 Evidence. Zeus attributes a new business to a partner using the strongest evidence it holds, in this order: a Partner Code entered at signup; a verified install referrer; a Zeus cookie set when the business followed a Partner Link; the business's own statement of who referred it; and an assignment by Zeus. Where two partners have evidence of the same strength, the earlier one wins. Cookies and statements count only within the attribution periods in your Commission Schedule, and a change to those periods applies only to businesses that sign up after the change.

4.2 One partner per account. A business can be attributed to only one partner. Once recorded, an attribution stands unless corrected under this Section.

4.3 No attribution. No Commission is owed on, and Zeus may refuse or remove the attribution of: a business that had a Zeus account before your referral, including one that closed and opened again or that reopens under a new name; a business under common ownership or control with, or related to, a business that already had a Zeus account; your own business, or a business you, your employees or a member of your household own or control; duplicate accounts; and any business attributed through conduct Section 7 prohibits or through tampering with codes, links, cookies or statements.

4.4 Tracking failures. Zeus does not guarantee that every referral will be tracked. If tracking fails, Zeus will assign the business to you where credible evidence shows your referral would have been attributed to you under Section 4.1 — for example, Zeus's own records of your Partner Code being entered or your Partner Link being followed, or the business's written confirmation to Zeus that you referred it. A screenshot or statement from you alone is not enough. Assignment under this Section is Zeus's only obligation for an untracked referral.

4.5 No lead registration. Zeus does not accept registration of prospects before they sign up unless your Commission Schedule provides for it.

4.6 Attribution disputes. If you believe a business was wrongly attributed or not attributed, tell Zeus at [email protected], with the evidence you rely on, within 60 days after the earlier of: the day the attribution or its removal is shown in your portal or notified to you; and the day you first knew or ought reasonably to have known that the business had signed up — and in any case within 12 months after the business signed up. Zeus will review it under Section 4.4 and tell you its decision within 30 days, and may verify your evidence with the business. Zeus will not disclose another partner's or a business's personal information to you in that review. Zeus's decision is final unless it is shown to be clearly wrong under Section 18.

5. Commission

5.1 Your Commission Schedule governs. What you earn, for how long, and when it is paid are set by your Commission Schedule. Commission Schedules may differ between partners and categories.

5.2 How Commission is calculated. Unless your Commission Schedule says otherwise:

(a) Commission is calculated only on Commissionable Revenue;

(b) any period during which Commission is paid runs from the First Payment Date, not from signup;

(c) when a period ends, no further Commission is paid on that Referred Account;

(d) a Referred Account that cancels and later subscribes again continues on its original timeline, measured from its original First Payment Date;

(e) Commission belongs to the date Zeus receives the charge, not to the service period it pays for: an annual or other prepaid charge earns Commission once, when it is received, at the rate that applies on that day, and is payable after the Hold Period, even if most of that service period falls after this Agreement ends; a charge received after termination earns Commission only under Section 14.2; and if a prepaid charge is later refunded in whole or in part, Section 6.5 applies; and

(f) upgrades and downgrades change Commissionable Revenue from the next charge; they do not restart any period.

5.3 No commission on free use. A business that signs up but never pays earns you nothing. Badges, rankings and other recognition in the portal are not payment.

5.4 Terms are fixed when Commission accrues. Each Commission accrues under, and is calculated with, the Commission Schedule in force when the charge was received. Zeus keeps every version of every Commission Schedule, and no later change recalculates Commission that has already accrued.

6. Hold, Payout, Reversals and Set-Off

6.1 Payable after the hold. Commission accrues when Zeus receives a Referred Account's payment and becomes payable when its Hold Period ends. It is paid in the first payout run after the Hold Period ends, at the payout frequency in your Commission Schedule.

6.2 Minimum. If your Commission Schedule has a minimum payout and your payable balance is below it, the balance carries forward.

6.3 Conditions of payment. Zeus pays a payable balance once Zeus has received the tax information Section 10 requires and valid payout details. A balance waiting on either carries forward without interest. Accepting a later version of this Agreement is never a condition of being paid Commission that has already accrued.

6.4 Payment method, currency and failed payments. Zeus pays by Interac e-Transfer, PayPal, Wise or another method Zeus offers in the portal. Commission accrues in the currency of the underlying charge and is converted once, at payout, into your settlement currency at the rate Zeus's payment provider applies, or if none, the Bank of Canada daily rate; Zeus records the rate used and bears the conversion spread. You bear fees your own bank or payment account charges you to receive the money. If a payment fails or is returned, Zeus will tell you within 30 days and pay again once you correct your details.

6.5 Refunds, chargebacks and reversals. If a charge is refunded, charged back, credited or reversed, the Commission on it, including any bonus that depended on it, reverses — in proportion to the amount refunded, credited or reversed where only part of the charge is affected. Zeus records the reversal as a separate entry. If a chargeback is later resolved in Zeus's favour, the reversal is itself reversed.

6.6 Set-off and repayment. Zeus may deduct from any Commission owed to you: reversed amounts already paid; amounts paid to you in error; and amounts not owed under Section 7.5. Zeus will itemize each deduction in your portal statement. If those amounts cannot be fully deducted within 180 days, you must repay the rest within 30 days of Zeus's written demand. Zeus may recover an amount paid in error through an honest accounting mistake only if it notifies you within 12 months after the payout that included it; there is no time limit for amounts arising from fraud or from conduct Section 7 prohibits.

6.7 Statements are final after 90 days. The portal shows your Referred Accounts, accruals, holds, payouts and reversals. If you believe a statement or payout is wrong, tell Zeus at [email protected] within 90 days after it is shown in the portal, with your reasons. Zeus will review it and correct any error in either direction. After 90 days, a statement or payout you have not disputed is final and binding on you, except for fraud; Zeus's right to correct it is limited as stated in Section 6.6.

7. Marketing Rules

7.1 What you may do without asking. You may, without asking permission each time:

(a) give demonstrations of Zeus as it actually works, and offer training on Zeus;

(b) use the marketing materials, claims and templates Zeus supplies or lists in the portal, as supplied, in the channels Zeus lists there;

(c) repeat accurately any statement Zeus currently publishes on fieldzeus.com or in the Zeus Help Center, including its features and its published prices; and

(d) share your own honest experience of using Zeus.

7.1A What needs approval. You need Zeus's written approval before: making any claim not covered by Section 7.1; comparing Zeus with a named competitor; running paid advertising that mentions Zeus; or making any guarantee, promise of results, or statement about security, privacy or legal compliance beyond what Zeus publishes. When Zeus withdraws or changes a material or published statement, you must stop using the old version within 14 days of being told.

7.2 What you must not do. You must not:

(a) Spam. Send any commercial electronic message that does not comply with Canada's Anti-Spam Legislation, the U.S. CAN-SPAM Act and Telephone Consumer Protection Act, Australia's Spam Act 2003, New Zealand's Unsolicited Electronic Messages Act 2007, or any other law that applies to the recipient;

(b) Bid on the Zeus brand. Bid on, buy or use as a paid search or advertising keyword, on any ad network, "Zeus", "FieldZeus", "fieldzeus.com", or any variant or misspelling of them, or use them in ad copy or a display URL so that your ad or page appears to be Zeus's own;

(c) Use coupon or deal sites. List or share a Partner Code or Partner Link on coupon, deal, voucher, cashback, rebate or similar sites or channels;

(d) Make false or unapproved claims. State anything about Zeus's features, prices, payment options, security, privacy, compliance or results that Zeus does not itself publish, or give any guarantee or promise on Zeus's behalf;

(e) Impersonate Zeus. Present yourself as an employee, agent or official representative of Zeus, or register a domain, social media handle, business name or app-store listing containing a Zeus trademark;

(f) Manufacture signups. Pay or reward people to sign up (other than the benefit under Section 3.4), create accounts in other people's names, or use bots, scripts, cookie-stuffing or other automated or deceptive means to generate signups, clicks or attributions; or

(g) Refer yourself or any business described in Section 4.3.

7.3 Messaging compliance. If you send electronic messages promoting Zeus, you must: obtain and keep evidence of any consent the law requires; identify yourself and include a working unsubscribe mechanism; honour unsubscribe requests within the time the law requires; keep a suppression list and apply any suppression list Zeus gives you; and give Zeus your records and cooperate promptly if Zeus or a regulator asks about your marketing.

7.4 Disclose that you earn commission. In every post, video, message or page promoting Zeus, you must clearly and prominently disclose that you may earn a commission — for example, "I earn a commission if you subscribe to Zeus through my link." A disclosure only in a profile, bio or separate page is not enough.

7.5 Consequences. Commission arising from conduct this Section prohibits is not owed, and if paid, Section 6.6 applies. Section 13 sets out when Zeus may suspend or terminate you.

8. Brand Licence

Zeus grants you a limited, non-exclusive, non-transferable, revocable licence, for the term of this Agreement, to use the Zeus name, logos and materials Zeus supplies, only to promote Zeus under this Agreement and only as supplied. Zeus owns its trademarks and all goodwill in them, including goodwill from your use. When this Agreement ends, the licence ends and you must stop using Zeus's marks and remove Zeus materials within 14 days, except in content published earlier that you cannot reasonably edit, which must not be promoted further.

9. Information About Referred Accounts; Confidentiality; Non-Solicitation

9.1 What you will see. For each Referred Account, the portal may show its business name, join date, region, current plan, status, months paying and the Commission you have earned from it, and regional comparisons that are withheld below a minimum group size. Zeus does not show you any Referred Account's email address, postal address, phone number, owner's personal name, transaction records or anything inside its Zeus workspace, or any other partner's information.

9.2 How you may use it. You may use this information only to follow your own referrals and check your own Commission. You must not export, copy in bulk, sell, share or publish it, use it to market to anyone, or combine it with other data to identify individuals. Business names can identify a person, so you must treat this information as personal information and protect it accordingly.

9.3 Confidential information. Non-public Program information, including your Commission Schedule, Referred Account information and portal statistics, is Zeus's confidential information. You must protect it with at least reasonable care and use it only under this Agreement.

9.4 Non-solicitation. During this Agreement and for 12 months after it ends, you must not, directly or through anyone else: (a) use Zeus's confidential information, including Referred Account information, to approach any business; or (b) deliberately induce a Referred Account to stop using Zeus or to move to a product that competes with Zeus. This Section does not restrict your dealings with a business you had a relationship with before referring it, selling your own goods or services to anyone, or ordinary competition that does not rely on Zeus's confidential information.

9.5 Your information. Zeus's Global Privacy Policy describes how Zeus handles your personal information, including your contact, payout and tax details.

10. Taxes

10.1 Tax information. Before paying you, Zeus may ask for the tax information it needs to pay you and report the payment lawfully, which depends on where you and Zeus are and what kind of entity you are. Zeus asks only for what the law requires: for example, a Business Number, or, where an individual in Canada must be reported on a T4A, a Social Insurance Number; or a U.S. or foreign tax form and proof of tax residence. Zeus may report payments to tax authorities as the law requires.

10.2 Your taxes; withholding. You are responsible for all taxes on what Zeus pays you, including in your country of residence. Zeus withholds tax only where the law requires, and a withheld amount counts as paid to you.

10.3 Sales tax on Commission. Whether Commission includes GST, HST or a similar tax is stated in your Commission Schedule; if it does not say, Commission includes any such tax. Zeus adds such tax to a payment only if your Commission Schedule provides for it and you have given Zeus a valid registration number and a tax invoice, or have agreed in writing that Zeus may issue self-billed invoices for you. Where reverse-charge or similar rules apply, each party accounts for its own tax.

10.4 Balances that cannot be paid. A payable balance Zeus cannot pay because Section 6.3 is not met stays owed to you, without interest, and Zeus will remind you at least once a year. Zeus deals with any balance that stays unclaimed as the law on unclaimed property requires.

11. Independent Relationship

You are an independent contractor. This Agreement creates no employment, agency, franchise, distributorship, joint venture or legal partnership; the word "Partner" is the name of the Program and does not describe the legal relationship. You have no authority to bind Zeus, make any promise for it, or accept any order or payment for it. You decide how, when and where you promote Zeus, within Section 7, and you bear your own costs. Neither party is exclusive.

12. Term

This Agreement starts when you accept it and continues until ended under Section 13.

13. Suspension and Termination

13.1 For convenience. Either party may end this Agreement for any reason on 30 days' notice: you by email to [email protected], and Zeus in the portal or by email to you. Zeus may end the Program for all partners on 60 days' notice.

13.2 For a curable breach. If you breach this Agreement in a way that can be fixed, Zeus will give you written notice, and if you do not fix it within 10 days, Zeus may end this Agreement immediately.

13.3 Immediately, for serious breach. Zeus may end this Agreement immediately by notice if you commit fraud, self-referral, manufactured signups, brand bidding or spam; breach Section 9; repeat a breach Zeus has already given you notice of; or act in a way that seriously harms Zeus's reputation or its Customers.

13.4 Suspension during an investigation. If Zeus reasonably suspects conduct described in Section 13.3, it may suspend your Partner Codes and withhold payment of Commission connected with the suspected conduct while it investigates. Zeus will tell you in writing what it suspects, give you a chance to respond, and finish its investigation within 90 days unless you fail to cooperate. Zeus continues to pay Commission that is not connected with the suspected conduct. If Zeus finds no breach, it pays the withheld Commission in the next payout run, restores your Partner Codes, and attributes to you any business that Zeus's records show entered your Partner Code or followed your Partner Link during the suspension and would otherwise have been attributed to you.

13.5 Codes on termination. When this Agreement ends, your Partner Codes and Partner Links stop attributing new businesses. Attributions already recorded stand as a record and are not reassigned.

14. Commission After Termination

14.1 Accrued Commission. Whichever party ends this Agreement, Zeus pays all Commission that accrued before termination took effect, once its Hold Period ends, even if the total is below any minimum payout, subject to Sections 6 and 10 and to Section 14.3.

14.2 Wind-down when Zeus ends. Commission continues to accrue under your Commission Schedule on charges to your existing Referred Accounts received during the following period after termination takes effect, but never beyond the period your Commission Schedule would otherwise have allowed: (a) 90 days, if Zeus ends this Agreement for convenience under Section 13.1; or (b) 30 days, if Zeus ends the Program for all partners. No wind-down applies when you end this Agreement (except under Section 15.3) or when Zeus ends it under Section 13.2 or 13.3.

14.3 Serious breach. If Zeus ends this Agreement under Section 13.3, Commission arising from or connected with the conduct that caused it is forfeited. Zeus may also set off against any other Commission its documented losses reasonably attributable to that conduct and recoverable at law, after giving you a written itemization; Zeus keeps its right to claim any greater loss separately. Commission that is not connected with that conduct and not set off is paid under Section 14.1.

14.4 Otherwise none. Except as this Section states, no Commission accrues on any charge received after termination takes effect, including from Referred Accounts.

15. Changes

15.1 How changes are made. Zeus may change this Agreement by posting a new version at https://fieldzeus.com/legal and giving you notice in the portal or by email. Zeus may change your Commission Schedule by notice in the portal or by email, or as Zeus and you agree in writing. Zeus makes changes for legitimate business reasons, such as changes in law, pricing, costs, products or fraud patterns.

15.2 Notice; prospective only. A change that reduces what you earn, including on existing Referred Accounts, takes effect no sooner than 30 days after notice given both in the portal and by email, unless you agree to it sooner. Other changes take effect on the date in the notice. No change affects Commission accrued before it takes effect.

15.3 If you do not accept a reduction. If Zeus reduces what you earn and you end this Agreement by notice given before the change takes effect, the change will not apply to you, and Section 14.2 applies as if Zeus had ended this Agreement for convenience on the date the change would have taken effect.

15.4 Continuing. If you continue in the Program after a change takes effect, you accept it for charges received afterwards.

16. No Earnings Guarantee; Disclaimer

ZEUS DOES NOT GUARANTEE THAT YOU WILL EARN ANY AMOUNT, THAT ANY BUSINESS WILL SIGN UP, PAY OR REMAIN A CUSTOMER, THAT ZEUS WILL CONTINUE TO OFFER ANY PLAN OR PRICE, OR THAT THE PORTAL OR ATTRIBUTION TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE. THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE", AND ZEUS DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, TO THE EXTENT THE LAW ALLOWS.

17. Liability and Indemnity

17.1 Limitation of Zeus's liability. TO THE EXTENT THE LAW ALLOWS: (a) ZEUS IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES OR LOSS OF GOODWILL; AND (b) ZEUS'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM IS LIMITED TO THE COMMISSION PAID OR PAYABLE TO YOU IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. This Section does not reduce Zeus's obligation to pay Commission that is properly owed under this Agreement.

17.2 Your indemnity. You will defend, indemnify and hold harmless Zeus and its affiliates, directors, officers, employees and agents from and against all claims, losses, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: your marketing or promotion of Zeus; any statement or promise you make about Zeus; your messages under Section 7.3; your use of information under Section 9; or your breach of this Agreement or of law. Your liability under this Section and under Sections 7 and 9 is not limited.

18. Disputes

18.1 Escalation first. Before starting any proceeding, a party must send the other a written notice describing the dispute and the remedy sought (to Zeus at [email protected]). The parties will try in good faith to resolve it for 30 days.

18.2 Small claims. Either party may bring an individual claim in the Small Claims Court of Ontario, or the small claims court or tribunal where you reside, if the claim is within its limits.

18.3 Arbitration. Any other dispute arising out of or relating to this Agreement or the Program will be finally resolved by confidential arbitration before a single arbitrator under the Arbitration Rules of the ADR Institute of Canada, seated in Toronto, Ontario, conducted in English, and held by video unless the arbitrator orders otherwise. For any claim you bring for $50,000 or less, Zeus will pay the arbitration's administrative and arbitrator fees beyond the first $250. Either party may seek urgent interim relief, or relief to protect its intellectual property or confidential information, from a court.

18.4 Individual claims only. To the extent the law allows, each party may bring claims only in its individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding, and an arbitrator may not consolidate claims of different partners.

18.5 Time limit. This is a business agreement. To the extent the law allows, any claim either party has arising out of or relating to this Agreement or the Program must be started within one year after the day on which that party first knew or ought to have known of it, or it is permanently barred. This period does not run during the 30-day escalation period under Section 18.1. It does not apply to claims for fraud, to claims to protect intellectual property or confidential information, or to your indemnity under Section 17.2, which follow the period the law sets. It does not extend the periods in Sections 4.6, 6.6 or 6.7.

18.6 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. Subject to Sections 18.2 and 18.3, the courts in Toronto, Ontario have exclusive jurisdiction.

18.7 Mandatory law. Nothing in this Agreement excludes or limits any right or remedy that a law applying to you (including the Australian Consumer Law and New Zealand's Fair Trading Act 1986) does not allow to be excluded or limited. If a term would be unfair, void or unenforceable under such a law, it applies only to the extent that law allows, and the rest of this Agreement is unaffected.

19. General

19.1 Assignment. You may not assign or transfer this Agreement or any right to Commission without Zeus's written consent. Zeus may assign this Agreement to an affiliate or to a successor to all or part of its business, on notice to you.

19.2 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, except for payment obligations already due.

19.3 Entire agreement. This Agreement and your Commission Schedule are the entire agreement between Zeus and you about the Program and replace all earlier statements, emails and marketing about it. Only a written agreement signed by Zeus can vary this Agreement for you individually.

19.4 Severability; waiver. If any term is unenforceable, it is enforced to the maximum extent allowed and the rest remains in effect. A failure to enforce a term is not a waiver.

19.5 Language; Quebec. Zeus admits partners resident in Quebec only once it has made a French version of this Agreement and of the Commission Schedule available to them before acceptance. A Quebec partner who has received the French version may then expressly choose to be bound by the English version. For partners outside Quebec, this Agreement is in English.

19.6 Survival. Sections 1.3 to 1.5, 2, 4.3, 4.4, 4.6, 5.2, 5.4, 6, 7.5, 8 (last sentence), 9, 10, 14, 16, 17, 18 and 19 survive termination, for as long as needed to calculate, pay, reverse and resolve Commission and to protect information.

19.7 Notices. Notices to Zeus go to [email protected]. Zeus may give notices to you in the portal or by email to the address on your partner account; you must keep that address current. An email notice is given when sent unless Zeus receives a delivery failure, in which case it is given when posted in your portal. Notice of termination, of suspension, or of a change that reduces what you earn is given both in the portal and by email.