Nineteenth Club

CODE OF CONDUCT & NO-PITCH PLEDGE

Effective Date: October 3, 2026
Operating Entity: Agilefin LLC d/b/a Nineteenth Club ("Company," "we," "us," or "our")

This Code of Conduct and No-Pitch Pledge (the "Code") is incorporated by reference into, and forms an integral, legally binding part of, the Nineteenth Club Master Terms of Service. Every Platform Subscriber, Club Participant, and applicant (collectively, "Participants" or "Members") agrees to strictly abide by this Code in all digital interactions on the Nineteenth Club platform (the "Platform") and during any offline meetings, gatherings, or rounds of golf arranged directly or indirectly through the Platform.

1. The Core Sanctuary Principle & The No-Pitch Pledge

Nineteenth Club was founded on a singular premise: executive and professional camaraderie thrives only when shielded from transactional pressure.

1.1. Absolute Ban on Unsolicited Commercial Outreach ("No-Pitch"):

You agree not to use the Platform, its internal messaging tools, community directories, or any in-person rounds arranged via "The Draw" to market, sell, promote, prospect, solicit, or pitch:

  • Commercial products, enterprise software, or professional services.
  • Investment opportunities, capital raises, syndications, or venture funds.
  • Job openings, executive recruitment searches, or talent poaching.
  • Multi-level marketing (MLM), affiliate marketing, or commercial sponsorships.

1.2. The Standard of Mutual Consent:

Discussing your career, business background, or industry perspectives in the normal flow of collegial conversation is encouraged. However, business transactions, sales demonstrations, pitch decks, proposals, or formal commercial solicitations are strictly prohibited unless and until both participants have explicitly, unequivocally, and mutually agreed to transition their discussion into a commercial context outside the Platform.

1.3. Zero Tolerance for Follow-Up Harassment:

If another participant declines, deflects, or ignores an inquiry regarding your commercial business or services, any repeated attempt to pitch or solicit that individual constitutes an immediate, material breach of this Code.

2. Global Antitrust & Competition Law Guardrails

Because Nineteenth Club brings together senior business executives, founders, and industry leaders who may operate as direct horizontal or vertical competitors, participants must strictly uphold international competition laws (including the US Sherman Act, Clayton Act, and EU/UK antitrust regulations).

2.1. Prohibited Anti-Competitive Conduct:

Under no circumstances may the Platform or any round arranged through it be utilized to discuss, negotiate, coordinate, or enter into any formal or informal understanding regarding:

  • Price-Fixing: Setting, coordinating, stabilizing, or signaling prices, margins, discounts, or credit terms.
  • Market Allocation: Dividing or allocating territories, customers, markets, suppliers, or product lines.
  • Bid-Rigging: Collusion regarding contract bids, tenders, or procurement processes.
  • Boycotts & Refusals to Deal: Joint agreements to exclude, boycott, or refuse to deal with specific competitors, vendors, or counterparties.
  • Wage-Fixing & No-Poach Agreements: Agreements to fix executive compensation or suppress recruitment between competing employers.

2.2. Exchange of Competitively Sensitive Information:

Participants are strictly barred from sharing non-public, commercially sensitive data, including forward-looking pricing strategies, proprietary cost breakdowns, supply chain disruptions, unannounced product launches, or confidential pipeline forecasts.

3. Anti-Corruption, Bribery & Sanctions (FCPA & UK Bribery Act)

Participants must ensure that participation in Nineteenth Club is never leveraged as an instrument for illicit influence, corrupt payments, or regulatory evasion.

3.1. Prohibition on Corrupt Inducements:

You shall not offer, give, solicit, or accept any membership, sponsored round, hospitality, travel, or gift through Nineteenth Club with the intent to improperly influence any business decision, obtain an unfair commercial advantage, or induce the improper performance of any public or commercial function.

3.2. Public Officials & Government Interactions:

When playing rounds or interacting with members who are government officials, employees of state-owned enterprises, candidates for public office, or judicial figures:

  • Participants must comply strictly with the US Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, and domestic public-ethics rules.
  • Green fees, cart rentals, food, beverages, and merchandise may not be paid for on behalf of a public official if doing so violates applicable statutory gift thresholds or creates an appearance of corrupt intent.

3.3. Sanctions Compliance:

No participant may utilize the club to facilitate transactions, networking, or business partnerships involving individuals, entities, or governments targeted by US OFAC, UK HM Treasury, or EU economic sanctions.

4. Prohibition on Unlawful Wagering & Commercial Gambling

Nineteenth Club is an amateur networking society and does not function as a gambling syndicate or gaming operator.

4.1. No Platform-Facilitated Gambling:

Participants are strictly prohibited from using the Platform’s messaging infrastructure, group chats, or community boards to organize, escrow, advertise, book, or settle financial wagers, pools, or betting syndicates.

4.2. Private, Peer-to-Peer Friendly Games:

Traditional, low-stakes, peer-to-peer golf games (such as casual $5 Nassau, skins, or match-play side bets) conducted solely on the golf course are permitted only to the extent that:

  • They comply strictly with the local, municipal, state, and federal laws of the jurisdiction where the round is played.
  • No commercial rake, fee, cut, or administrative percentage is deducted by any participant or third party.
  • The Company bears zero responsibility, oversight, or liability for the enforcement, collection, or settlement of any peer-to-peer dispute.

5. Alcohol, Decorum & Facility Etiquette

5.1. Course Decorum:

Participants act as ambassadors of Nineteenth Club when visiting host golf courses, country clubs, and public facilities. You must adhere to all local rules, dress codes, pace-of-play standards, and golf etiquette. Verbal abuse, property damage, reckless cart operation, or disrespectful behavior toward golf course staff will result in immediate expulsion.

5.2. Alcohol Consumption & Host Liability ("19th Hole"):

  • Agilefin LLC does not supply, serve, or regulate alcohol at any golf course or dining facility.
  • Each participant assumes 100% individual liability for their personal consumption of alcohol.
  • Driving while intoxicated following a club round is grounds for immediate, permanent termination.
  • You agree to fully defend, indemnify, and hold harmless Agilefin LLC, its managers, and the volunteer committee from any claims, vehicular incidents, damages, or injuries arising from intoxication.

5.3. Harassment & Discrimination:

We maintain a zero-tolerance policy for sexual harassment, racial discrimination, verbal hostility, or physical intimidation, whether occurring in private messages, public threads, on the driving range, or on the course.

6. Moderation, AI Screening & Disciplinary Enforcement

To protect the community while safeguarding due process, the club utilizes a balanced enforcement architecture combining automated detection with human judgment.

6.1. Algorithmic Flagging vs. Human Review:

  • The Platform employs automated natural language processing and machine learning classifiers to scan messages for commercial pitching and unsolicited solicitations.
  • The algorithmic classifier does not possess administrative ban authority. An AI flag acts solely as an internal referral to the Membership Committee.
  • No member will be suspended, fined, or removed based purely on an automated determination.

6.2. Reporting Mechanism:

Any member who experiences or witnesses a pitch, anti-competitive discussion, harassment, or breach of this Code may lodge a confidential report via the in-app reporting button or by emailing legal@agilefin.com.

6.3. Tiered Penalties:

Upon investigation by the Membership Committee, Agilefin LLC reserves the right to impose any of the following administrative penalties at its sole and absolute discretion:

  1. Content Removal: Unilateral deletion or blanking of offending messages.
  2. Formal Written Warning: Issued to the participant's verified email address.
  3. Temporary Suspension: A designated cooling-off period during which Platform access and "The Draw" pairing are suspended.
  4. Permanent Revocation: Immediate termination of account access and permanent forfeiture of membership. In cases of material violations of the No-Pitch Pledge, antitrust violations, or illegal acts, termination is immediate and ineligible for a refund (see Section 5.5 of the Terms).