Legal
Last Updated: July 2026
Execute to Win, LLC ("ETW") provides certain professional services, such as facilitation, coaching, teaching, advising, training, certification and custom workshop services (collectively, the "Professional Services") and use rights to the ETW software platform ("ETW Platform"), which Professional Services and ETW Platform are purchased from ETW by a customer (the "Customer") for use by that Customer's authorized users (each a "User" and collectively, the "Users"). Users may or may not be employees of the Customer. This Customer Agreement is a legally binding contract between ETW and the Customer. If you are a User, please see the User Agreement, which governs your use of the ETW Platform. If you have any questions over this document or what legal terms apply to your use of the Professional Services or ETW Platform, please contact ETW at support@etw.com.
The Professional Services and ETW Platform are offered and available to users who are eighteen (18) years of age or older. By using the Professional Services or ETW Platform you represent and warrant that you are of legal age to form a binding contract with ETW.
We may revise and update this Customer Agreement from time to time in our sole discretion. All changes are effective immediately when posted and apply to all access to and use of the Professional Services or ETW Platform thereafter. Your continued use of the Professional Services or ETW Platform following the posting of changes means that you accept and agree to the changes. It is your responsibility to check this Customer Agreement periodically for changes, as these changes are binding on you.
We value your privacy and understand your privacy concerns. Please review our Privacy Policy, which also governs your access to and use of the ETW Platform, so that you may understand our privacy practices. All information we collect is subject to our Privacy Policy, and by using the ETW Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy. You further understand that any information collected by ETW may be transferred to the United States and/or other countries for storage, processing and use by ETW and its affiliates.
Unless otherwise provided in the applicable agreement, proposal or statement of work (hereinafter referred to as "Proposal"), use rights to the ETW Platform are provided pursuant to a subscription agreement ("Subscription Agreement") for the designated subscription term (the "Subscription Term"), which are typically a monthly or annual term. Each Subscription Agreement may include different functionalities and is priced per the authorized User count.
On the condition that you comply with all your obligations under this Agreement and that you ensure that all of your authorized Users comply with this Agreement and the User Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to permit Users to access and use the ETW Platform in accordance with this Agreement and your Subscription Agreement. Any other use of ETW Platform contrary to our purpose is strictly prohibited and a violation of this Agreement.
Customer will, and will ensure that its Users, only use ETW Platform in accordance with the standard end-user documentation made available by Customer and the applicable Subscription Agreement. Customer will not, and will ensure that its Users do not:
You acknowledge that nothing herein will be construed to grant any right to obtain or use the source code from which the Service is delivered. Customer and its Users shall not tamper with or attempt to disable any security device or protection used by the Service, nor shall Customer or its Users damage, destroy, disrupt or otherwise impede or harm in any manner the ETW Platform or any systems used by ETW.
In order to use the Service, the User must have access to the Internet with a browser or operating system currently supported by ETW Platform, provide all equipment necessary to make and maintain such connection, including a VPN or other similar technology (if applicable), and all third party charges for labor, materials and equipment necessary to connect the User network with the ETW Platform.
As between Customer and its Users and ETW, ETW owns all right, title, and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the ETW Platform and any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any of its Users related to ETW Platform. Customer's use rights to ETW Platform and the related materials supplied by ETW pursuant to this Agreement are strictly limited to the right to use the proprietary rights in accordance with the terms of this Agreement. No right of ownership, expressed or implied, is granted under this Agreement.
As between Customer and its Users and ETW, Customer owns all right, title and interest in and to the Customer Data. Customer (for itself and all of its Users) hereby grants to ETW the non-exclusive worldwide right to access, use, process, copy, distribute, perform, export and display Customer Data as authorized under this Customer Agreement, including the Privacy Policy. Customer, not ETW, shall have responsibility for the accuracy, integrity, and reliability of Customer Data and Users' use of the ETW Platform, and ETW shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Customer Data or any destruction, damage, loss or failure caused by a User.
Customer must comply with, and ensure that its Users comply with, all applicable laws and regulations, the User Agreement, and this Customer Agreement, including all documents incorporated herein by reference, such as the Privacy Policy. Customer represents that it and its Users are knowledgeable of state, federal and local employment laws, labor laws, and other applicable laws and regulations (including, if applicable, the laws of any foreign jurisdiction), and agrees to abide by the same in connection with Customer and its Users' use of the ETW Platform.
Customer is solely responsible for determining and ensuring that its and its Users' provision or uploading of information into the Service complies with all applicable federal, state and local laws and regulations, including any concerning Customer's obligations to retain wage or employment related records. Customer shall promptly investigate any allegations of the ETW Platform being misused by its Users, including any alleged use of the ETW Platform by Users to harass or discriminate against other Users, and promptly take all necessary action following such investigation to ensure that no such use continues to occur. Customer shall promptly inform ETW of any Users using the Platform in violation of this section or the User Agreement.
Customer represents that it and its Users have secured all rights in and to all information provided to ETW, including all Customer Data, as may be necessary to grant ETW the rights and licenses to use such information set forth in this Customer Agreement. Customer further represents and warrants that this information is accurate and not in violation of any contractual restrictions or other third party rights. Customer acknowledges that it is Customer's responsibility to keep such information accurate and updated.
To be eligible to use the Professional Services or ETW Platform, Customer represents and warrants that Customer: (1) is not a competitor of ETW or using the Professional Services or ETW Platform for reasons that are in competition with ETW; (2) has full power and authority to enter into this Agreement and its doing so will not violate any other agreement to which Customer is a party; (3) will not violate any rights of ETW, including intellectual property rights such as copyright or trademark rights; and (4) agrees to provide at Customer's cost all equipment, software, and internet access necessary to use the ETW Platform.
Customer may designate and add Users and shall provide and assign unique passwords and user names to each User pursuant to ETW's then-current protocols. At ETW's discretion, Users may be added either by ETW or directly by Customer. Customer shall ensure that multiple Users do not share a password or user name, and is prohibited from sharing passwords and/or user names with unauthorized users. Customer will be responsible for the confidentiality and use of its Users' passwords and user names. ETW will act as though any electronic communications it receives under such passwords, user names, and/or account numbers have been sent by Customer. Customer agrees to immediately notify ETW if it becomes aware of any loss or theft or unauthorized use of any passwords, user names, and/or account numbers. Customer agrees not to access the ETW Platform by any means other than through the interfaces provided by ETW. Customer is responsible for anything that happens through any of its Users' accounts.
The ETW Platform is subject to the export control laws of various countries, including without limit the laws of the United States. Customer agrees that it will not submit, and shall ensure that its Users do not submit, the ETW Platform to any government agency for licensing consideration or other regulatory approval without the prior written consent of ETW, and will not export the Services to countries, persons or entities prohibited by such laws. Customer shall also be responsible for complying with all applicable governmental regulations of the country where Customer and its Users are registered, and any foreign countries with respect to the use of the Service. Customer also represents and warrants that Customer and its Users are not prohibited from receiving US origin products, including services or software. Customer, on behalf of itself and all of its Users, consents to having its and its Users' personal data transferred to and processed in the United States.
Customer agrees to defend, indemnify and hold harmless ETW for, from and against all damages, losses, claims, liabilities, expenses and costs (including, but not limited to, reasonable attorneys' fees and costs) related to all third party claims, actions, suits, demands, proceedings, charges, and investigations, arising from or related to (1) Customer's or its Users' failure to comply with this Agreement and/or the User Agreement, and/or (2) any content submitted by Customer or its Users to the ETW Platform.
Where Customer has purchased directly from ETW, Customer shall pay to ETW the use fees as set forth on the Proposal(s), as well as any Professional Service fees set forth on any Schedules. All fees, unless expressly stated otherwise on the applicable Proposal, shall be in United States dollars.
Customer agrees to provide ETW with complete and accurate billing and contact information. For all per-User charges, Customer must pay throughout the entire Subscription Term for the number of Users for whom Customer purchased use rights, regardless of whether Customer actually authorizes all such Users to access the ETW Platform. During the Subscription Term, Customer may increase the number of Users for whom it purchases use rights, but it may not decrease the number of Users. Should Customer authorize more Users during a Subscription Term than the number for whom Customer purchased use rights, ETW or its authorized reseller, as applicable, will bill Customer for the additional Users, prorated over the remaining Subscription Term.
Where Customer has purchased through an authorized ETW reseller, the fees and payment terms are as set forth in the separate agreement between Customer and such reseller. Customer acknowledges that should Customer fail to timely pay the reseller under that separate agreement, ETW may suspend or discontinue Customer's Professional Services and/or use rights.
Subscription Agreements that are not included as part of, or incorporated into, a Professional Services Agreement can be canceled by Customer on or after the end of the Subscription Term by providing 30 days written notice to ETW. If the Subscription Agreement is month-to-month, or renews automatically, Customer must provide 30 days prior written notice of the desired cancellation date to ETW. Such notice must be sent to ETW at support@etw.com. Customer will not be entitled to any refund of prepaid fees, and subscriptions will terminate at the end of the calendar month 30 days after written notice was received by ETW.
Where Customer has purchased directly from ETW, Professional Service Agreements cannot be canceled prior to the Term of the Agreement. If the Professional Services Agreement is month-to-month, or renews automatically, Customer must provide 30 days prior written notice of the desired cancellation date to ETW at support@etw.com. Customer will not be entitled to any refund of prepaid fees, and subscriptions will terminate at the end of the calendar month 30 days after written notice was received by ETW.
Fees and other charges described in this Agreement do not include federal, state or local sales, foreign withholding, use, property, excise, service, or similar transaction taxes ("Tax(es)") now or hereafter levied, all of which shall be for Customer's account. Any applicable direct pay permits or valid tax-exempt certificates must be provided to ETW prior to the execution of this Agreement. If ETW is required to pay Taxes, Customer shall reimburse ETW for such amounts. Customer hereby agrees to indemnify ETW for any Taxes and related costs, interest and penalties paid or payable by ETW.
ETW reserves the right to include disabling devices in the Service and to use such disabling devices to suspend access and/or use when any payment is overdue or when ETW believes that Customer or its Users are using the Service not in accordance with this Agreement and/or applicable laws and government regulations. Customer agrees that ETW shall not be liable to Customer, its Users or to any third party for any suspension of ETW Platform pursuant to this section. If suspended for failure to pay, upon payment in full of all amounts overdue (including any interest owed), Customer may request the reactivation of its account. ETW shall reactivate Customer's account within seven (7) days of receiving in advance all applicable reactivation fees, provided that ETW has not already terminated the Agreement.
For as long as ETW continues to offer the ETW Platform, ETW shall provide and seek to update, improve and expand the ETW Platform. We allow you to access ETW's website and ETW Platform as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the ETW Platform, partially or entirely, or change and modify prices for all or part of the ETW Platform for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted.
ETW warrants for a period of 30 days following their delivery that all Professional Services provided hereunder will be performed in a workmanlike manner, in conformity with the applicable specifications, if any, provided by ETW in writing in the applicable Proposal. Upon delivery of Professional Services, Customer shall have an acceptance period of thirty (30) calendar days during which Customer will have the opportunity to verify that the Professional Services comply in all material respects with the applicable specifications. If Customer concludes that the Professional Services are unacceptable, it shall notify ETW in writing by the Acceptance Deadline, including a reasonably detailed explanation of the basis for the rejection. If Customer does not provide such written notice by the Acceptance Deadline, Customer shall be deemed to have accepted the Professional Services.
For any breach of this warranty timely reported by Customer, Customer's sole and exclusive remedy shall be the re-performance of the deficient Professional Services, and if ETW is unable to re-perform the deficient Professional Services as warranted, Customer shall be entitled to recover the portion of the fees paid to ETW for such deficient Professional Services, and such refund shall be ETW's entire liability.
Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Professional Services or ETW Platform, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including all Proposals, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled "Confidential," that's a clear indicator to the Receiving Party that the material is confidential.
Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of Confidential Information of the other shall remain the property of the disclosing party and shall contain any confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other, each party (a) shall take commercially reasonable steps to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than its bona fide individuals whose access is necessary to enable it to exercise its rights hereunder. Confidential Information of either party disclosed prior to execution of this Agreement shall be subject to the protections afforded hereunder.
Customer shall not disclose pricing to any third party unless restricted from conforming to non-disclosure by governmental statute and/or ordinance. ETW may identify Customer on its customer lists and list Customer as a customer in its marketing and advertising materials, and reproduce Customer's company name, logo, trademark, trade name, service mark, or other commercial designations, solely in connection therewith.
This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
For Customers who purchase use or access as part of a Subscription Agreement, the Subscription Term shall commence upon the date set forth on the Proposal and shall continue for the period of time set forth in the Proposal. Except as otherwise provided in a Proposal, upon the expiration of the Initial Term, the Subscription Term shall automatically renew for successive Renewal Terms of equal length as the Initial Term at ETW's then current fees unless either party provides notice of non-renewal. ETW will provide Customer with a notice of non-renewal or a notice of the fees due for each Renewal Term at least thirty (30) days prior to the commencement of the Renewal Term, using the contact information on file with ETW. Customer is responsible for keeping current, accurate contact information on file with ETW. Customer may elect not to renew a Subscription Term by providing at least thirty (30) days prior written notice to ETW at support@etw.com. If you have purchased through an ETW reseller, there may be different renewal terms set forth in your separate agreement with the reseller.
In the event of any breach of this Agreement by either party, the non-breaching party shall have the right to terminate the Agreement (or the relevant Proposal) for cause if such breach has not been cured within 30 days of written notice from the non-breaching party specifying the breach in detail. Termination of your ETW account includes disabling your access to ETW's website and ETW Platform.
ETW will have no obligation to provide Customer Data to Customer upon termination of this Agreement, and not all Customer Data is available for export. ETW recommends that Customer initiate or perform data export for that Customer Data that is available for export prior to the actual termination date. The Customer Data will only be provided in file formats and shall be limited to those reports and other types of Customer Data as set forth in the then-current end user documentation.
After the Data Retention Period is completed, ETW may dispose of Customer Data if Customer has not purchased additional storage time from ETW. Customer will solely be responsible for complying with all local, state and federal records retention requirements.
Upon termination, Customer must return or destroy all ETW property in Customer's possession. Customer, upon ETW's request, will confirm in writing that it has complied with this requirement.
ETW may immediately suspend or terminate the Service and remove applicable Customer Data or content if it in good faith believes that, as part of using the Service, Customer or its Users may have violated a law or any term of this Agreement. ETW may try to contact Customer in advance, but it is not required to do so.
The following are exceptions to our agreement to arbitrate our disputes:
You may begin an arbitration proceeding by following the American Arbitration Association's (AAA's) filing requirements and mailing a request for arbitration and description of your claim to us at 3241 E Shea Blvd, #498, Phoenix, AZ 85028. The AAA's Rules of Commercial Arbitration will apply (available at www.adr.org or by calling 1-800-778-7879). The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate.
You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to ETW within 60 days of the earlier of your first use of the ETW Platform or your registration with the ETW Platform.
By receiving the ETW Professional Services or using the ETW Platform, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Arizona, without regard to principles of conflict of laws, will govern this Customer Agreement (including the Privacy Policy incorporated herein by reference) and any dispute or claim of any sort that might arise between you and ETW. The prevailing party in any judicial action to enforce this arbitration agreement shall be entitled to a judgment that includes all fees and costs incurred in such action.
Any cause of action or claim you may have arising out of or relating to the Customer Agreement or the ETW Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
In the event that any provision of this Customer Agreement is unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not affect the other provisions of this Customer Agreement, which shall be construed as if such unenforceable or invalid provision had never been contained herein.
Notices to ETW shall be sent to 3241 E Shea Blvd, #498, Phoenix, AZ 85028. Except as expressly provided for otherwise in this Customer Agreement, ETW shall provide all notices to Customer by email, although we may instead choose to provide notice through the ETW Platform or your then-current postal address on file with ETW. ETW may place a banner notice across the ETW Platform for messages applicable to all customers, and may communicate with you through other means including email, mobile number, telephone, or postal service. You acknowledge and agree that we shall have no liability arising from your failure to maintain accurate contact information.
You agree that this Customer Agreement, including the documents incorporated herein by reference such as the Proposals and Privacy Policy, constitutes the entire, complete and exclusive agreement between you and us regarding the Professional Services and ETW Platform and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent. In the case of a conflict between the terms of this Customer Agreement and a Proposal, this Customer Agreement shall control unless the Proposal specifically states that it should control.
Our failure to act with respect to a breach of this Customer Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any ETW Affiliate shall be deemed legally binding on any ETW Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of ETW.
You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially, without notice to you. We may also substitute, effective upon notice to you, ETW for any third party that assumes our rights and obligations under this Agreement.
Any delay or nonperformance of any provision of this Customer Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Customer Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
Nothing contained in this Customer Agreement will be construed as creating any relationship of agency, partnership, joint venture, employment, franchise or other form of joint enterprise between you and us.
