By accepting membership in The Bellwether Alliance, LLC (the “Company”), the undersigned member (the “Member”) hereby agrees to the following terms and conditions (these “Terms and Conditions”).

WHEREAS, The Bellwether Alliance, LLC (the “Company”) offers support services, educational services and networking opportunities for individuals seeking personal and professional growth and wellness based on their 52 harmonious laws and principles which pertain to elevation and improvement (“Company’s Services”);

WHEREAS, Member desires to engage Company to provide Company’s Services to the Member in its area of knowledge and expertise on the terms and subject of the conditions set forth herein;

NOW, THEREFORE, in consideration of Member’s membership in the Company and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Member hereto agrees as follows:

1. Confidential Information.

1. During the course of Member’s membership in the Company, it is likely that Member will come into contact with confidential information crucial to the operating of Company and Company’s Services.  Such confidential information may include, without limitation: (i) business and financial information, (ii) business methods and practices, (iii) technology and technological strategies, (iv) marketing strategies, (v) know-how, curricula, program documents and training processes, and (vi) other such information Company deems as “Confidential Information”.  By their signature below, Member agrees to use the Confidential Information received solely for the purpose of the Company’s Services and to keep in strict confidence all Confidential Information so long as its remains non-public, except to the extent disclosure is required by law, requested by any governmental or regulatory agency or body.  Member agrees not to use the Confidential Information disclosed to them for their own benefit or for the benefit of any party which is with which the Company or Member is affiliated.  If Member’s membership in the Company is terminated, Member upon request by the Company will promptly return to the Company all documents, contracts, records or other information received by it that disclose or embody Confidential Information of the other party. 

• Member agrees to transmit the Confidential Information only to its officers and directors and those employees, agents, consultants, and advisers (including legal, accounting and tax advisers) (collectively, its “Representatives”) (a) who need to know the Proprietary Information for the purpose of the Company’s Services and (b) who are informed of, and agree to maintain, the confidential nature of the Confidential Information pursuant to this Agreement.  The Confidential Information will be kept confidential and will not, without the prior written consent of Company, which consent may be unreasonably withheld, be disclosed by Member, or such of its Representatives as are permitted by the terms hereof to have access to the Confidential Information, to any other person, firm or entity, whether directly or indirectly.

• Member will promptly return any Confidential Information, and all copies thereof without retaining any copies thereof, immediately upon request or termination of this Agreement.                   

• Member hereby acknowledges that any violation of these Terms and Conditions will cause irreparable harm to the Company.  As a consequence, the Member hereby agrees that if Member fails to abide by these Terms and Conditions, Company will be entitled to specific performance, including immediate issuance of a temporary restraining order or preliminary injunction enforcing these Terms and Conditions, and to judgment for damages caused by such breach, and to any other remedies in law or equity which may exist.

• The Company’s Confidential Information and all related documentation (“Company’s Property”) are proprietary to the Company.  The Member acknowledges that any disclosure pursuant to this Agreement shall not confer on the Member any intellectual property or other rights in relation to the Company’s Property. 

• Indemnification. Member will indemnify the Company, its directors, officers, employees, shareholders, licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to Member’s breach of these Terms and Conditions or Member’s use of Company’s Services or Company’s Property.  Company reserves the right to assume sole control of the defense and settlement of any claim, action, suit or proceeding for which Member is obliged to indemnify Company.  Member will cooperate with Company with respect to such defense and settlement. 

• Limitation of Liability. Member is required to perform its own due diligence in regards to any leads, introductions or potential business opportunities derived from Member’s membership in the Company.  Company has not, nor is it required to, vet every Member, lead, opportunity or deal which is derived from Member’s membership in the Company. Member acknowledges that all investments are risky and that Company is not a business broker or agent or engaged in providing possible leads, introduction or business opportunities or any legal or professional advice or services to Member.  Any reliance on the material, advice or suggestions of the Company or Company’s Services are at Member’s own risk, and Company specifically disclaims all responsibility for any liability, loss or risk, personal or otherwise, that is incurred as a consequence, directly or indirectly, of the use of the Company’s Services.  UNDER NO CIRCUMSTANCES WILL MEMBER BE ENTITLED TO RECOVER FROM COMPANY ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO MEMBER’S MEMBERSHIP IN THE COMPANY, THE COMPANY’S SERVICES OR COMPANY’S PROPERTY, EVEN IF COMPANY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, COMPANY’S SERVICES OR COMPANY’S PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF (A) TEN DOLLARS ($10) OR (B) THE TOTAL FEES PAID BY YOU TO COMPANY UNDER THIS AGREEMENT.

• Ownership Rights. All information provided by the Company including, but not limited to, Company’s Services, Company’s Property, its name, trademarks, Company’s know how, processes and procedures, training and networking materials and systems and all other items related to Company’s Services, are the property of, and owned by, Company.  As between Member and Company, all materials developed, in whole or in part, during and/or for networking or training, and all materials distributed in connection with Company’s Services are Company’s Property.  Except as otherwise expressly permitted by these Terms and Conditions, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Company’s Property is prohibited. Member acknowledges that Company’s Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Company’s Property by others for commercial gain would unfairly and irreparably harm Company in a manner for which damages would not be an adequate remedy, and Member consents to Company obtaining injunctive relief to restrain any breach or threatened breach of these Terms and Conditions, without any requirement to post bond.  Member may be subject to criminal or civil penalties for violation of this paragraph.

Any of Company’s trademarks, whether registered or pending approval, and any associated logos are registered or unregistered trademarks or service marks of Company or its licensors. Member may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits Company, without Company’s consent. Company may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.

Subject to the terms and conditions herein, Company grants Member the non-exclusive, non-sublicenseable, non-transferable, limited, revocable right to access and use Company’s Property solely to the extent necessary for Member to use the Company’s Services as permitted by these Terms and Conditions. Company reserves all other rights.  For clarity and without limiting other obligations herein, Members shall not distribute or otherwise commercialize Company’s Property.

• Miscellaneous. 

1. No Partnership.  Nothing in these Terms and Conditions shall be deemed to constitute a partnership or joint venture between Member and Company or constitute Member to be an agent of Company for any purpose.

• Rights Cumulative; Waivers.  The rights of each of the parties under these Terms and Conditions are cumulative.  The rights of each of the parties hereunder shall not be capable of being waived or varied other than by an express waiver or variation in writing.  Any failure to exercise or any delay in exercising any of such rights shall not operate as a waiver or variation of that or any other such right.  Any defective or partial exercise of any of such rights shall not preclude any other or further exercise of that or any other such right.  No act or course of conduct or negotiation on the part of any party shall in any way preclude such party from exercising any such right or constitute a suspension or any variation of any such right.

• Successors and Assigns.  These Terms and Conditions and the terms, covenants, conditions, provisions, obligations, undertakings, rights, and benefits hereof, shall be binding upon, and shall inure to the benefit of, Member and Company, respectively, and their heirs, executors, administrators, representatives, successors, and permitted assigns.

• Entire Agreement.  These Terms and Conditions contains the entire agreement between Member and Company with respect to the subject matter hereof.  There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to these Terms and Conditions or the matters described in these Terms and Conditions, except as set forth in these Terms and Conditions.  Any such negotiations, promises, or understandings shall not be used to interpret or constitute this Agreement.

• Assignment.  Neither these Terms and Conditions nor any other benefit to accrue hereunder shall be assigned or transferred by Member, either in whole or in part, without the written consent of Company, and any purported assignment in violation hereof shall be void.

• Amendment.  These Terms and Conditions may be amended from time to time by Company.

• Severability.  Each part of these Terms and Conditions is intended to be severable.  In the event that any provision of these Terms and Conditions is found by any court or other authority of competent jurisdiction to be illegal or unenforceable, such provision shall be severed or modified to the extent necessary to render it enforceable and as so severed or modified, these Terms and Conditions shall continue in full force and effect.

• Section Headings.  The Section Headings in these Terms and Conditions are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms and Conditions.

1. Construction.  Unless the context otherwise requires, when used herein, the singular shall be deemed to include the plural, the plural shall be deemed to include each of the singular, and pronouns of one or no gender shall be deemed to include the equivalent pronoun of the other or no gender.

• Governing Law.  These Terms and Conditions shall be governed by, construed and enforced in accordance with the laws of the State of Florida without regard to its conflicts of law provisions.  Any suit, action or proceeding arising out of or relating to these Terms and Conditions shall be commenced in any state or federal court located in Escambia County, Florida.  Each party hereby irrevocably consents and submits to the jurisdiction of any such court and waives any objection which any such party may now or hereafter have to the venue of any such suit, action or proceeding being brought in such court.

• Attorney Fees. In the event a lawsuit, arbitration proceeding or other action is brought by any party under these Terms and Conditions to enforce any of its terms, or in any appeal therefrom, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, or appellate court as the case may be.

• Contact.  Member consents to Company contacting Member throughout term of this Agreement via phone calls, text messages, and emails. Message frequency varies. Message and data rates may apply. Text HELP to (850) 610-2911 for assistance. Reply STOP to opt-out. Carriers are not liable for any delays or undelivered messages.