CLIENT SERVICES AGREEMENT

This CLIENT SERVICES AGREEMENT (“Agreement”) is entered into and becomes effective on Client’s purchase date (“Effective Date”) between BRAINS LLC (“Company”) a Utah limited liability company DBA Fund Launch, with principal offices located at 3400 North 1200 West, Suite 201, Lehi, Utah 84043-2686, and the undersigned client (the “Client”). Company and Client, collectively, are sometimes herein referred to jointly as the “Parties”, and individually, as a “Party”.

Whereas, Company has extensive expertise, education, skill, training, business connections and experience in launching investment funds, fund management and capital raising for investors, business owners, other individuals interested in launching and scaling investment funds (collectively, the “Services”); and

Company has bundled the foregoing areas of its expertise into a program referred to as the Black Card Membership Program (the “Program”); and

Whereas, Company has created and owns the rights to the intellectual property regarding the Black Card Membership Program, including without limitation, trade secrets and proprietary systems, methods, techniques, classes, tutorials, instruction, courses and materials for marketing, consulting, business coaching, and materials for the Services (collectively, the “Proprietary Information”); and

Whereas, Client desires to subscribe to the Black Card Membership Program consistent with the following terms and conditions. 

Therefore, the Parties agree as follows incorporating by reference the foregoing recitals as part of the agreement of the parties as is fully set forth hereafter.

1.1 Commencement. Unless otherwise conditioned on other Client performance, Company shall initiate Client’s membership in the Program on the Effective Date of this Agreement. Client’s obligations set forth in the Agreement shall commence on the Effective Date of this Agreement.

1.2 Term, Termination, Payments. 

1.2(a) Term: The Initial Term of the Black Card Membership Program shall begin on the Effective Date, and run until the last day of the month one year later. [For example only: If Client originates a Program membership, which means making a first Program payment, on June 15, 2023, the Program membership will expire on June 30, 2024.] 

1.2(b) The Term will automatically renew for additional one-year terms (each a “Successive Term”) unless the Program membership is canceled by Client in writing at least 60 days prior to the end of either the Initial Term, or a Successive Term. [For example only: Assume Client’s Initial Term expires October 31, 2023 and Client has not canceled the Program membership in writing prior to August 31, 2023, Client’s Program membership is extended for another year ending October 31, 2024.]

1.2(c) The cost of the Program membership Initial Term (“Initial Term Cost”) is $30,000.00 for those Clients paying in full at the time of initial Membership purchase. The Initial Term Cost is a combination of a 12-month prepaid membership fee and service fees. Company accepts the following payment methods: Credit Card, ACH, wire, and cypto-currency.

i. A total of $30,000.00 paid in one payment by Credit Card, ACH, wire, or crypto-currency at the time the Program membership is purchased.

1.2(d) The cost of any Program membership Successive Term (“Successive Term Cost”) is $10,000.00 per year for those Clients paying the Successive Term Cost in full at or before the expiration of any initial or Successive Term. Alternatively there is an installment purchase agreement in which Client will be charged $883.00 on the first day of every month for each month of the Successive Term for a total of $10,596.00. Client authorizes Company to charge Client’s credit card on file for all monthly installments itemized in this paragraph under any Successive Term which is not paid by Client prior to the expiration of a then existing Term or Successive Term. Notice: Membership renewal entails a compulsory monthly surcharge of $100 per additional member, exceeding the initial two members.1.2(e) At the time of purchase of the Initial Term, Client will give credit card or account debit information for all installments and/or payments scheduled hereunder. This Agreement shall be conclusive irrevocable evidence of Client authorization for Company to charge any credit card, or debit any account consistent with the time schedule herein for any Initial Term or Successive Term. 

This Agreement may be terminated for cause by Company with three day prior written notice to Client if Client breaches any portion of this Agreement. This Agreement may be terminated by Client by written notice received by the Company by certified mail, registered mail, or FedEx delivery within 14 days after the Effective Date of this Agreement for any reason; in the case of timely termination by Client received by Company during this 14 day period, Company shall refund to Client all amounts Client paid for the Program provided that all such amounts have irrevocably been paid to Company beyond any ability of Client to rescind the amounts paid by Client. If written notice of termination by Client is postmarked late or received by the Company later than 14 days after the Effective Date, Company is under no obligation to provide any refund of any amount. This provision contains the only terms upon which Company is required to refund any amounts to Client upon termination.

1.3 Business Building. Company shall coach and train Client on the topics itemized in this Agreement during the Program. Such coaching and training shall include but not be limited to individual video calls, group video calls, designing a pitch deck, access to a proprietary portal of Confidential Information, one on one interaction with Company personnel, in person networking workshop, software systems, and assistance with accessing various resources and tools. The purpose of Company’s Services is to aid Client in launching and scaling a fund or investment strategy through the Services.

1.4 Relationship. This Agreement does not create an employment, partnership or joint venture relationship between Client and Company. Client shall not be considered an employee(s) of Company for any purpose whatsoever. Client shall not represent himself/herself/itself as an agent or legal representative of Company or as joint venturers for any purpose whatsoever, and Client shall not have any right to create or assume any obligations of any kind, express or implied, for or on behalf of Company in any way whatsoever.

1.5 Black Card Membership, Program Details, and Access To The Fund Launch Team. The Program is built to be delivered across a one (1) year period beginning on the Effective Date. The Client will have access to the goods and services included in the Program for the entire duration of that year assuming Client is in good standing regarding their respective Program membership. The Program includes 1-on-1 coaching/consulting, weekly group coaching/consulting calls, access to the "FL Black Card Slack Channel'' for additional support and networking purposes, and Black Card specific events.

1.6 Memberships and Partners. Upon purchasing the Black Card Membership Program Client is granted memberships for 2 persons. For all additional partners, employees, affiliates, or other representatives of the Client, an additional fee will be charged on a sliding scale starting at $3,000 each. If for any additional partner(s) the Client fails to pay the aforementioned additional partner fee(s), the Company reserves the sole right to remove any partners, employees, affiliates, or other representatives of the Client. Company also reserves the right to remove any person(s) affiliated with any Client who has not signed this agreement.

Provide a list of the name(s) and email(s) of additional paid partners:

Name:

_________________________________________

_________________________________________

_________________________________________ 

_________________________________________

_________________________________________

Email:

_________________________________________

_________________________________________

_________________________________________ 

_________________________________________

_________________________________________

1.7 Program Deliverables. Program deliverables include:

Weekly 1-on-1 coaching/consulting calls following the Program outline

Weekly group consulting sessions 

Monthly group coaching/consulting calls with Securities Attorneys 

1 Tax strategy/planning call 

The Online Portal & Fund Academy

Access to The FL Black Card private network (Slack channel). This network contains Fund Managers, Emerging Fund Managers, Entrepreneurs, and Business Owners. 

Coaching/training/consulting around topics such as: 

Investment Strategy & Thesis

Deal Review

Fund Structuring

Building your pitch

Building your team

Fee structures & Distributions

Capital Raising Strategies

Fund Management

And many more topics 

Pitch Deck Creation & Delivery 

Feedback on what should be included/excluded on your pitch deck 

Design services to give your deck a face lift. (NOTE: we will not build your deck for you but will go through several iterations on how to build it and make it as strong as possible.)

At least 3 practice pitches with 3 different coaches

Partnerships & Discounts with our Preferred Partners around: 

Fund Administration

Fund Taxes

Fund Compliance

Securities Licensing

Fund Marketing 

2 Black Card Summit Tickets 

In-person conference with an emphasis on networking and fund education

Access to Investor Database. (Private database that has information on Companies, Funds, Investor Lists, Lenders & more. Clients will be granted a 1 month free trial of these services and then will be presented with the option to purchase an annual membership through the Investor Database.)

Potential for Capital Introduction. (There is no guarantee of introduction. We have networks of Angel Groups, HNWI, family offices, and fund of funds that have expressed interest in allocating capital to our clients. Some clients have received funding.)

1.8 Financial Obligations. Only Clients who have paid in full have the right to access all services and products delivered in the Black Card program. The Company reserves the right to withhold services and products of the Black Card program until the financial obligations of the Client have been fulfilled.

1.9 Legal Services. The Company has negotiated discounted legal services at several different law firms (“Referring Firms”) that will be available upon purchase of the Program. Should Client select one of the Referring Firms to do Client’s “Basic Level Legal Work” (as defined hereafter) the Company will post a retainer with such Referring Firm sufficient to pay for the Base Level Legal Work itemized herein. Because the retainers referenced in this section will be transferred out of Company to the Referring Firm these retainer amounts are NOT available for refund from Company under any circumstances, even if Client changes legal providers, abandons a Fund creation project, or opts to not utilize this option. The decision as to which Referring Firm might be used is dependent upon Client choice, the needs and goals of the Fund, as well as the law firm’s unique strengths and capabilities. Account Managers may make recommendations in the selection process with the Client, but ultimately the Client will decide whether or not to use a Referring Firm. The initial retainer for Base Level Legal Work for those Clients utilizing a Referring Firm services is covered in the price of the Program. Should Client select a non-Referral Firm for its legal work, or require services from a Referring Firm in excess of Base Level Legal Work All such attorney fees and costs will come at Client’s sole expense free of any retainer obligation of Company.

1.9(a) Base Level Legal Work Includes:

Structure the Fund as a “private investment company” pursuant to available exemptions from registration under Sections 3(c)(1), 3(c)(5), 3(c)(7), and/or 3(c)(9) of the Investment Company Act of 1940, as amended, and/or other applicable U.S. federal and U.S. state law exemptions;

Structure an offering to investors for the Fund on terms as directed by Client pursuant to Sections 4(a)(2) and/or 4(a)(5) of the Securities Act of 1933, as amended, and pursuant to Rule 506(b) or 506(c) of Regulation D thereunder, and/or other applicable U.S. federal and U.S. state law exemptions;

Draft a comprehensive private placement memorandum or offering statement (“PPM”) for the Fund containing risk factors and material disclosure related to the Fund enabling Client to raise capital from investors while satisfying the anti-fraud provisions of U.S. federal and U.S. state securities laws;

Draft other documents and/or entity set up work related to the Fund entity that may be required in connection with the offering, including:

The articles or certificate of organization (or certificate of limited partnership) for both the Fund itself and the Fund management entity (the manager, managing member or general partner);

The operating agreement (or limited partnership agreement) for both the Fund itself and the Fund management entity;

The Fund PPM suitability questionnaire and

The Fund PPM subscription agreement;

2.1 Collections. In the event Client fails to make payment as agreed upon during the sales consultation any amount remaining unpaid by Client to Company may begin to accrue interest at 1.5% per month until fully paid. Such interest shall be added to the balance due to Company. Further, should it become necessary for Company to take steps to pursue collection of any amount owed under the Agreement, Client agrees that Company may demand and recover from Client all reasonable and necessary attorneys’ fees and all costs incurred by Company in addition to any other remedy, in enforcing the terms of this Agreement or otherwise in the recovery of funds owed Company by Client. If outstanding balances remain on the beginning of the eighth day after a payment is not complete in congruence to the scheduled pay period the Company reserves the right to revoke all access to Program services and features. Such revocation shall not relieve Client of any payment obligations hereunder.

2.3 Best Efforts. Company is interested in affiliating with ethical, motivated, and visionary Clients. Client agrees to use Client’s best efforts and time toward the growth of Client’s business that is the subject of this Agreement while the Program is being provided by the Company. 

3.1 Use of Client’s Likeness. Client agrees, consents and grants Company the royalty free use of any and all of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings, provided or derived from an interaction with Company, and/or that relates to services provided by Company, for use in the business of Company. Client waives any and all causes of action in contract, tort, or the common law for Company’s use of Client’s likeness, images, voice and testimonials, whether electronic or in writing, including but not limited to videos, photographs, voice recordings, telephone recordings, text messages, social media messages and postings that Client provides to, derived from an interaction with Company and/or that relates to the services provided by Company to Client.

Company agrees not to use one-on-one coaching calls or other private information of Client in public marketing promotions (see section 3.2(a)(i) for Company’s Non Disclosure policy). Client acknowledges and agrees that by attending any group event, in person or virtual, hosted by Company, they accept the possibility of their appearance in video footage or photographs documenting the event that may be repurposed by Company for promotional or marketing purposes. By signing this document Client acknowledges and accepts this possibility and consents to Company’s use of Client’s pictures or likeness, royalty free forever, in any legal commercial manner, and to not hold Company at fault if the image or likeness of Client appears in such video footage or photographs. Additionally, any information published, shared, or communicated by Client regarding Client's experience in the Program will be considered an act of consent by Client. This consent allows for Company's use of the information published, shared, or communicated by Client in Company's promotional materials.

3.2 Confidentiality; Ownership of Information. Company will provide Client with access to Confidential Information which is used in the Program. Such Confidential Information is and remains Company’s proprietary property. Client acknowledges that Company will provide Client with access to Company’s Confidential Information only for the term of the Services rendered under the Agreement.

3.2(a). Definitions. For purposes of this Agreement, “Business” means providing business consulting, feedback on pitch & investment thesis, and information for investors, business owners, agencies to businesses or business professionals online or in person, that are provided under this Agreement and are not otherwise publicly available or known by Client prior to the date of this Agreement.

For purposes of this Agreement, “Confidential Information” means information possessed by Company relating to the Business, and its business activities which is used or is useful in the conduct of Company’s business, or which confers or tends to confer a competitive advantage over one who does not possess the information. Confidential Information includes copyrights, trade secrets, know-how, information about existing, new or envisioned products, services and processes and their development and performance, any techniques, methodologies, pricing, technical information, computer software, business and financial information, unpublished lists of names, information, documents, videos provided or shared by Company to Client. Confidential Information also includes information received by Client or Company from others which Company has an obligation to treat as confidential or from other clients of Company. All information which becomes known to Client during the term of the Services rendered under the Agreement, which Client would reasonably believe is Confidential Information or which Company takes measures to protect, shall be regarded as Confidential Information.

3.2(a)(i). Non Disclosure. During the term of the Agreement, and at all times thereafter, Client shall maintain the strictest confidence of Company’s Confidential Information. Client shall never disclose, copy, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly, to any person or entity other than the Parties to this Agreement, Company’s copyright information, trade secrets, intellectual property or other Confidential Information, except by express prior written consent of a duly authorized officer or director of Company, as the case may be. Client will not make copies, videotape, record, photograph or transfer in any way, in whole or in part, any Confidential Information or marked original copies of Confidential Information, copyright information, or trade secrets of Company, as the case may be. Further, Client shall use Client’s best efforts and shall take all reasonable precautions to prevent the disclosure of Company’s copyright information, trade secrets or other Confidential Information. A breach of this provision includes but is not limited to each disclosure, sharing, dissemination, transfer, conveyance, selling, or discussion of any singular piece of Confidential, trade secret, copyright, and/or proprietary information.

Company shall not disclose, share, disseminate, transfer, convey, sell, or discuss, directly or indirectly with any person or entity other than the Parties to this Agreement, Client's copyright information, trade secrets, intellectual property or Client's other Confidential Information, except by express prior written consent of a duly authorized officer or director of Client.

3.2(a)(ii). Ownership of Information. All Confidential Information belonging to a Party hereto shall remain the sole and exclusive property and proprietary information of such Party, as the case may be, and is disclosed in confidence by such Party in reliance on the other Party’s agreement to maintain such Confidential Information in confidence and not to use or disclose such Confidential Information to any person except the Parties to this Agreement. Each Party understands and agrees that such Party has no ownership, property rights, or other rights of any kind in the Confidential Information, trade secrets, copyrights, proprietary information or other property of the other Party.

3.2(a)(iii). Return of Material. Upon the expiration or earlier termination of this Agreement for any reason or if Client breaches this Agreement, Client shall within five (5) days turn over to Company all passwords, documents, videos, photographs, recreations, copies, or other material in Client’s possession or under Client’s control that (i) may contain or be derived from Confidential Information, or (ii) are connected with or derived from Company’s services to Client. Client shall not retain any Confidential Information in any form (e.g., electronic or paper) upon the expiration or earlier termination of this Agreement. Client shall also return such information within five (5) days of Company’s request.

3.3 Non-Solicitation. During the term of this Agreement and for a period of twenty-four (24) months after the date of termination of this Agreement, Client agrees not to engage in any activities that would directly or indirectly encourage or attempt to persuade any employee, independent contractor, agent, consultant, customer, or client of Company to end or disrupt their existing relationship with Company.

3.4 Injunctive Relief. Client recognizes and agrees that if Client were to violate the terms of Article III of this Agreement, there would be a substantial likelihood that Company would suffer irreparable harm for which the remedies of a temporary restraining order and/or a preliminary injunction are entirely appropriate. Should such an action be required, Client agrees to be bound by the exclusive jurisdiction and exclusive venue of the District or Federal Courts located in Salt Lake County Utah. Client agrees that if a bond is necessitated in Company seeking injunctive relief against one or more Clients that such bond be no greater than one hundred ($100) dollars. If any action or other legal proceeding is initiated by Company for violation of Article III, Company shall be entitled to recover, in addition to all damages allowed by law, equity and other relief, all court costs, and all reasonable and necessary attorneys’ fees incurred by reason thereof.

4.1 Indemnity. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS COMPANY, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COMPLAINTS, DEMANDS, OBLIGATIONS, ACTIONS, LAWSUITS, JUDGMENTS, AWARDS, PENALTIES, VERDICTS, PAYMENTS OR CAUSES OF ACTION OF ANY KIND, INCLUDING BUT NOT LIMITED TO CLAIMS FOR PERSONAL INJURY, DAMAGES TO A BUSINESS, CONTRACT, TORT, CONTRIBUTION AND/OR INDEMNITY, CLAIMS FOR STATUTORY INDEMNITY, FRAUD, NEGLIGENCE, AND ANY OTHER LIABILITY OF ANY KIND BROUGHT BY OR THROUGH CLIENT OR ANY THIRD PARTY INCLUDING ALL RELATIVES OF THE CLIENT OR THIRD PARTIES, ANYONE BRINGING DERIVATIVE CLAIMS, AND/OR ANYONE BRINGING CLAIMS BY, THROUGH, OR UNDER THE CLIENT OR THIRD PARTIES, RELATED IN ANY WAY OR INCIDENT TO, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO THE SERVICES RENDERED OR INFORMATION OBTAINED FROM THE SERVICES OF COMPANY CONTEMPLATED HEREUNDER, CONSIDERATION, CONFIDENTIAL, PROPRIETARY, OR COPYRIGHT INFORMATION), ACTS AND/OR OMISSIONS OF COMPANY, AND ITS EMPLOYEES, MEMBERS, OFFICERS, AGENTS, REPRESENTATIVES, AND CONTRACTORS. PROVIDED THAT THIS PROVISION SHALL NOT APPLY IF A COURT OF LAW DETERMINES THAT ANY OF THE PERSONS NAMED IN SECTION 4.1 HAVE COMMITTED A CRIME, GROSS NEGLIGENCE OR INTENTIONALLY MALICIOUS MISCONDUCT.

4.2 DISCLAIMER. IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST OPPORTUNITY DAMAGES. CLIENT ACKNOWLEDGES AND UNDERSTANDS THAT NO OFFICER, DIRECTOR, EMPLOYEE, OR PERSON OTHER THAN COMPANY SHALL HAVE ANY LIABILITY UNDER THIS AGREEMENT. 

4.3 Waiver. The failure of Company to enforce any provision of this Agreement cannot be construed to be a waiver of such provision or of the right thereafter to enforce the same, and no waiver of any breach shall be construed as an agreement to waive any subsequent breach of the same or any other provision. If Company fails to take action for any violation of this Agreement, such failure shall not constitute a waiver or estoppel as to said violation, but it shall have the right to enforce or take such action for any prior violation or future violation without being subjected to the defense of waiver or estoppel.

4.4 Representation. Client acknowledges and agrees that by completing this purchase and signing these terms of service Client does not in any way represent Company or its positions, affiliates of Company or its positions, subsidiaries of Company or its positions, partners of Company or its positions, employees of Company or its positions, and owners of Company or its positions.

5.1 Disclaimer/Limitation of Damages. Company does not, under any circumstances, warrant or guarantee Client any specified results, amount of income that will be received or earned, or any other particular outcome or result of any kind. Results that Client achieves are in no way, shape, or form, guaranteed by Company, or any of their respective agents, employees, independent contractors, subsidiaries, borrowed servants, or any other third party. In any dispute between Client and Company, the absolute limit of all combined claims or causes of any actions Client may bring against Company, including Client’s attorney fees shall be limited to the total amount that Client has paid Company.

5.2 Assignments. This Agreement is assignable by either Party at any time. Further, the services rendered herein are not specialized or specific to any particular employee or executive of Company. The Agreement may be fulfilled by Company, its successors or assignees. 

5.3 Notices. Any notices to be given hereunder by either Party to the other shall be in writing either by email, or delivery by US mail-certified return receipt requested. Notices shall be addressed to the Parties at the addresses as set forth below, until and unless such Party changes the specified mailing or email address by written notice to the other. 

5.4 Jurisdiction and Venue. This Agreement shall be governed in all respects, including its validity, interpretation and effect, and construed by and in accordance with the laws of the State of Utah, including, without limitation, its limitation of action and other procedural laws without giving effect to the principles of conflict of laws of the State of Utah. THE PARTIES HEREBY STIPULATE AND AGREE THAT IF IT BECOMES NECESSARY FOR ANY OF THE PARTIES TO FILE AN ACTION CONCERNING ANY MATTER RELATING TO OR PROVIDED FOR IN THIS AGREEMENT, THAT SUCH ACTION AND VENUE SHALL BE BROUGHT EXCLUSIVELY IN THE STATE AND FEDERAL COURTS IN SALT LAKE CITY, UTAH. 

5.5 Legal Construction. If any portion (word, clause, phrase, sentence, paragraph, or section) of this Agreement or the application thereof to any person, entity or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such portion to persons or entities or circumstances other than those as to which it is invalid or unenforceable, shall not be affected hereby, and such portion shall be considered independent and severable from the Agreement, and this Agreement shall be enforced as if such portion did not exist. 

5.6 Attorney Fees. If any action or other legal proceeding is initiated by either Party relating to this Agreement or its subject matter, the Party bringing such legal action may seek in addition to all damages allowed by law, equity and other relief, all court costs, and all reasonable and necessary attorneys’ fees incurred by reason thereof.

5.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any person, firm, entity, organization, or corporation other than the Parties hereto, any right or claim under or by reason of this Agreement or any term, covenant or condition hereof, as third party beneficiaries or otherwise, and all of the terms, covenants and conditions hereof shall be for the sole and exclusive benefit of the Parties. 

5.8 Binding Effect. All the terms and provisions of this Agreement, whether so expressed or not, are binding upon, inure to the benefit of, and are enforceable by the Parties. 

5.9 Voluntary. Client has been or has had the opportunity to seek the advice and guidance of their own counsel in the review, interpretation, negotiation and execution of this Agreement. This Agreement shall be construed as if collaboratively prepared by the Parties and any uncertainty or ambiguity shall not be interpreted against any one Party and in favor of the other. Accordingly, it is agreed that no rule of construction shall apply against any Party or in favor of any Party. Any use of masculine, feminine or neuter pronouns herein shall be deemed to include each of the masculine, feminine and neuter.

5.10 Written Record. Company reserves the right to deny services or revoke access to any partner, affiliate, employee, or other representative of the Client without written record of this signed document. 

5.11 Entire Agreement and Disclaimer of Reliance. This Agreement represents the entire understanding and agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, made by and between the Parties. No representation, inducement, promise or agreement, oral or otherwise, if any, not embodied in this Agreement, or any other agreement related to this Agreement and expressly referenced herein is of any force and effect. No amendment, modification, or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof, and duly executed by the Parties. Moreover, in deciding to enter into this Agreement, Client is not relying on any other statement or representation made by the Company or their respective attorneys, employees or agents, except as specifically set forth herein. 

5.12 Membership Pause. Company understands that circumstances may arise where Client may need to pause their use of the Program. As such, Company offers the option to pause Client's membership for a maximum of six months. During this time, Client's account will be temporarily deactivated, and Client will not have access to Company's services. However, Client's membership will automatically resume after the six-month period has ended. Please note that pausing Client's membership does not exempt them from any outstanding payment obligations, which must be completed upon resumption. If Client wishes to pause their access to the Program, they should contact their account manager to initiate the process.

Brains LLC, a Utah Limited Liability Company DBA Fund Launch

Bridger Pennington & Mason Vranes

Fund Launch || Brains LLC