ILS FACILITATOR LICENSE AGREEMENT

Effective Date: August 15, 2026 (Version 2026-08)

This ILS Facilitator License Agreement (this "Agreement") is entered into between Stratton Index, Inc., a New York corporation ("Stratton Index," "we," or "us"), and the individual or entity purchasing a Facilitator License (the "Licensee," "you"). By checking the acceptance box at checkout and completing payment of the annual license fee, you agree to be bound by this Agreement as of the date of your purchase (the "Purchase Date").

1. License Grant

Subject to your compliance with this Agreement, Stratton Index grants you a non-exclusive, non-transferable license during the Term to:

  • purchase Interpersonal Leadership Styles ("ILS") assessments at the then-current wholesale price;

  • administer ILS assessments and facilitate ILS workshops and debriefs for your clients; and

  • resell ILS assessments to your clients as part of your professional practice.

2. Term and Renewal

The license term begins on the Purchase Date and continues for twelve (12) months (the "Term"). The license renews upon (a) payment of the then-current annual license fee and (b) acceptance of the then-current version of this Agreement, both of which occur through the checkout process. If the license is not renewed, it expires at the end of the Term and the rights granted in Section 1 cease.

3. Fees and Pricing

3.1 License Fee. The annual license fee is due at purchase and at each renewal at the then-current rate, unless Stratton Index has agreed in writing to a different rate for the Licensee. License fees are refundable within seven (7) days of purchase and non-refundable thereafter.

3.2 Assessment Pricing. Wholesale and retail assessment pricing is set forth in Stratton Index's then-current pricing schedule, as communicated to Licensees. Pricing may be adjusted by Stratton Index upon at least thirty (30) days' notice; adjustments take effect for the Licensee at the Licensee's next renewal.

3.3 Your Pricing. You are free to set the prices you charge your own clients for assessments, facilitation, and related services. Stratton Index’s retail price is a reference only. You are solely responsible for your own client billing, collections, and applicable taxes.

4. Intellectual Property

4.1 Ownership. The ILS assessment, reports, workshop materials, trademarks, and all related intellectual property are and remain the exclusive property of Stratton Index. No rights are granted except as expressly stated in this Agreement.

4.2 Permitted Use of Marks. During the Term, you may identify yourself as a licensed ILS facilitator and use the ILS name and logo solely to market and deliver ILS services, consistent with any brand guidelines Stratton Index provides.

5. Restrictions

You will not:

  • reproduce, modify, or create derivative works of the ILS assessment or materials, except for delivering reports and materials to your end clients as intended;

  • resell or transfer assessments to other facilitators, resellers, or distributors (resale is permitted to end clients only);

  • share platform credentials or allow any third party to administer assessments under your license;

  • reverse engineer the assessment, its scoring, or the underlying methodology;

  • sublicense, assign, or transfer this Agreement or any rights under it without Stratton Index’s prior written consent; or

  • represent yourself as an employee, agent, or partner of Stratton Index.

6. Relationship of the Parties

You are an independent contractor and independent business. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship.

7. Purchases Without a License

Nothing in this Agreement prevents a facilitator without an active license from purchasing assessments at Stratton Index’s then-current retail price. Wholesale pricing and the rights in Section 1 are available only to Licensees with an active license.

8. Termination

8.1 By Stratton Index. Stratton Index may terminate this Agreement upon written notice if you materially breach it and fail to cure within thirty (30) days of notice, or immediately for breach of Sections 4 or 5.

8.2 Effect of Termination. Upon termination or expiration, wholesale pricing, resale rights, and use of Stratton Index marks cease. Sections 3.3 (as to accrued obligations), 4, 6, 9, and 10 survive. License fees are not refunded upon termination for breach.

9. Disclaimers and Limitation of Liability

THE ILS ASSESSMENT AND MATERIALS ARE PROVIDED "AS IS." STRATTON INDEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. STRATTON INDEX’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO STRATTON INDEX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

10. General

10.1 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict-of-laws principles.

10.2 Entire Agreement; Amendments. This Agreement is the entire agreement between the parties regarding its subject matter and supersedes prior agreements on that subject. Stratton Index may update this Agreement from time to time; updates apply upon your next renewal and acceptance.

10.3 Notices. Notices to Stratton Index: info@strattonindex.com. Notices to you: the email address associated with your purchase.

10.4 Severability; Waiver. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver of it.

Acceptance is recorded electronically at checkout ("I have read and agree to the ILS Facilitator License Agreement"), together with the date, version, and purchaser identity.