Master Services Agreement

BLACK CARD MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (this “Agreement”) is made on the date electronically signed by the customer (the “Effective Date”), by and between BRAINS LLC dba Fund Launch (hereinafter “Fund Launch”) with its principal place of business located at 3400 North 1200 West, Suite 201, Lehi, Utah 84043, and the client whose information has been electronically gathered below (hereinafter “Client”) (each of Fund Launch and Client, a “party” and collectively, the “parties”).  For the mutual agreements contained herein together with such other consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

TERMS AND CONDITIONS OF SERVICE

1.  AGREEMENT.  This Master Services Agreement together with the Rider or Riders attached hereto and incorporated herein by reference (the “Riders”) and any and all Purchase Orders, Exhibits and Schedules attached hereto or thereto (collectively, the ”Agreement”) shall evidence the entire agreement between the parties.  The parties agree that this Master Services Agreement, the Riders, the Purchase Orders, and all Exhibits and Schedules are integrally related and shall be interpreted as one complete integrated agreement.

1.1  Master Services Agreement.  Except to the extent modified by the Riders as set forth below, this Master Services Agreement shall represent the general terms and conditions of the agreement between the parties.

1.2  Riders.  Each Rider shall represent the specific terms and conditions of the agreement between the parties for a particular program or project, and shall include, among other things, the term for the provision and scope of Services, as defined in each Rider (hereinafter “Services”). Each Rider shall, upon execution by both parties, form a part of this Agreement and shall be subject to all of the terms and conditions contained herein, except to the extent, if any, otherwise expressly set forth in such Rider.

1.3  Services.  The manner and means by which Fund Launch chooses to complete the Services are in Fund Launch’s sole discretion and control.

2.  PAYMENT.

2.1  Terms of Payment.  The terms of payment for Services to be rendered and payment for all expenses and other charges shall be set forth in the Riders.

2.2  Late Payments.  Fund Launch reserves the right to impose a late charge equal to one and six-tenth’s percent (1.6%) per month or nineteen and two-tenth’s percent (19.2%) per year, or the maximum amount allowed by law, on all outstanding balances unpaid after thirty (30) days.  If Fund Launch undertakes collection or enforcement efforts after 30 days the Client shall be liable for all costs thereof, including reasonable attorney’s fees.  If Client is in arrears on any invoice, Fund Launch may, on giving notice, apply any deposit thereto and withhold or cancel further performance of Services or delivery of Deliverables until all arrearages are brought current.

2.3  Disputed Charges.  Written notice of any disputed charge must be received by Fund Launch within 15 days of the date of receipt of the invoice in question.  This notice must include the invoice number in dispute, the item(s) and amount(s) disputed and a complete description of the basis for the dispute. Any invoices not disputed within 15 days of receipt are deemed as accepted and may not be later disputed.

2.4.  Taxes.  All sales, use and excise taxes, tariffs, and other governmental charges imposed on the Services shall be paid by Client and are Client’s responsibility except as expressly limited by law.

3.  WARRANTIES

3.1  Limited Warranty.  With regard to the Services provided by Fund Launch pursuant to the terms of this Agreement, Fund Launch warrants that qualified personnel shall perform such Services in a timely and professional manner conforming to generally accepted industry standards and practices in accordance with this Agreement and any terms set forth in the applicable Rider(s), including, without limitation, timely delivery of any Deliverables.

3.2  DISCLAIMER OF WARRANTIES.  CLIENT ACKNOWLEDGES AND AGREES THAT THIS IS A CONTRACT FOR SERVICES AND AS SUCH IS NOT GOVERNED BY THE PROVISIONS OF ARTICLE 2 OF THE UNIFORM COMMERCIAL CODE.  EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SUBSECTION, OR BY THE TERMS OF THIS AGREEMENT THE SERVICES RENDERED BY FUND LAUNCH IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT ARE WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR STATUTORY; INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OR PERFORMANCE OR TRADE USAGE.

4.  LIMITATION OF LIABILITY.  IN NO EVENT WILL FUND LAUNCH BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, DAMAGE TO, OR LOSS OF, ANY RECORDS OR DATA DUE TO ANY CAUSE OTHER THAN GROSS NEGLIGENCE WHATSOEVER, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUND LAUNCH’S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE FEES CLIENT ACTUALLY PAID TO FUND LAUNCH UNDER THE APPLICABLE PURCHASE ORDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. CLAIMS ARISING FROM THE SAME OR RELATED EVENTS ARE SUBJECT TO A SINGLE AGGREGATE CAP AND DO NOT CREATE SEPARATE CAPS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO FUND LAUNCH’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. NOTHING IN THIS SECTION REDUCES CLIENT’S EXPRESS REFUND RIGHTS UNDER THIS AGREEMENT OR ANY REFUND OR OTHER RIGHTS THAT CANNOT LAWFULLY BE WAIVED.

5.  CONFIDENTIALITY.

5.1  The parties recognize that the performance of Services by Fund Launch for the Client hereunder may require each party to disclose to the other certain proprietary and confidential information.  All information identified by the disclosing party as proprietary or confidential (including methods or concepts utilized therein) or that is of such a nature as to be reasonably understood by the parties to be proprietary or confidential (“Confidential Information”) shall remain the sole property of the disclosing party and shall not be disclosed to any third party without the express written consent of the disclosing party (except solely in furtherance of this Agreement to employees or consultants of the receiving party who are bound by a written agreement with the receiving party to maintain the confidentiality of such Confidential Information in a manner consistent with this Agreement).  All technical or business information furnished or disclosed, in whatever form or medium, by either party to the other party, including (but not limited to) computer programs (source code, object code and listings), reports, documentation, drawings, models, work-in-progress, product/service specifications, prototypes, personnel statistics, marketing and strategic information, proprietary research data and financial plans and analyses, information concerning customers, trade secrets, methods, processes or procedures of the disclosing party, or its financial information, is specifically identified herein and shall be treated as Confidential Information.  Items shall not be considered to be Confidential Information if (a) available to the public other than by a breach of an agreement with the disclosing party; (b) rightfully received from a third party not in breach of any obligation of confidentiality; (c) independently developed by the receiving party without access to the Confidential Information of the disclosing party; or (d) known to the recipient at the time of disclosure and without any obligation of confidentiality.

5.2  Each party shall treat the specific provisions of this Agreement as Confidential Information.  The parties agree that neither party will, except as may be required by law, disclose or issue any press release with respect to this Agreement, without the prior written consent of the other party.

5.3  Client acknowledges that Fund Launch may provide services similar to those that it provides for Client under this Agreement to other clients and customers.  Nothing in this Agreement shall prevent Fund Launch from using the expertise, ideas and know-how learned by it while performing the Services for the Client in connection with providing similar services to other persons; provided, however that Fund Launch shall not disclose any Confidential Information of Client to any third party.  Further, neither party shall use any of the other party’s Confidential Information for its own benefit or for the benefit of anyone other than such other party.  Neither party shall use the disclosing party’s Confidential Information other than as contemplated in this Agreement.  Without limiting the scope of this duty, except as provided in this Agreement, neither party shall design or manufacture any products which incorporate any of the other party’s Confidential Information.  Further, each party agrees that it shall not disclose to any third party any Confidential Information of the other party.

5.4  If the receiving party becomes legally obligated to disclose any Confidential Information, that party shall give the disclosing party prompt and timely notice of such fact so that the disclosing party may obtain a protective order or other appropriate remedy concerning any such disclosure or waive compliance with Section 5.1 of this Agreement.  The receiving party shall not disclose any Confidential Information without first giving the disclosing party ten (10) business days to consent to the disclosure or notify the receiving party of its intention to seek a protective order or other remedy; provided, however that the receiving party may disclose such Confidential Information less than ten (10) days after giving notice to the disclosing party if ordered to do so by any duly authorized state or federal governmental entity or court of law or equity.  The receiving party shall cooperate fully with the disclosing party in connection with the disclosing party’s efforts to obtain a protective order or other appropriate remedy.  In the event that the disclosing party is unable to obtain a protective order or other appropriate remedy with respect to the Confidential Information or has not responded to the receiving party's notice within the ten (10) day period, or the reduced time period referred to above, if applicable, and the receiving party has complied with its obligations under this Section 5.4, the receiving party shall not be liable for the disclosure of Confidential Information legally required to be disclosed and not subject to a protective order or other appropriate remedy; provided, that the receiving party shall have nevertheless used his or her best efforts to have the Confidential Information so required to be disclosed treated confidentially.

5.5 Client agrees, in addition to any other terms, conditions and limitations contained herein, that for a period of two (2) years after the termination of the agreement, regardless of cause, Client will not, on behalf of self or behalf of any other person, firm, corporation or entity, contact any of the employees of Fund Launch for the purpose of soliciting and/or providing any service or business activity of the same or similar type of service or business activity as that engaged in by Fund Launch, nor will Client directly or indirectly solicit, or assist in any way another party or solicit, divert, or take away any customer or employee of Fund Launch. General advertisements for employment that are not directly targeting specific employees would not be considered a breach of this section.

5.6  This Section 5 shall survive the termination of this Agreement.  At the request and expense of the disclosing party, the other party shall return or destroy, within ten (10) business days of receipt of such request, all originals and copies of Confidential Information in the possession of the receiving party.

6.  OWNERSHIP OF INTELLECTUAL PROPERTY.

6.1  Pre-existing Intellectual Property.  As between the parties, Fund Launch will retain all right, title and interest in and to any software, videos, manuals, training material, tools, techniques, trade secrets or other intellectual property previously created or owned by Fund Launch (the “Fund Launch Materials”) and used by Fund Launch in connection with providing the Services contemplated hereby.  As between the parties, Client will retain all right, title and interest in and to the Products, and any materials relating to the Products, including software, documentation, updates, upgrades, modifications, technical notes, licenses, revisions or other product information or materials (the “Client Materials”) it supplies to Fund Launch in connection with the Services to be rendered by Fund Launch hereunder.  Client shall obtain no rights in the Fund Launch Materials, except the right to use such Fund Launch Materials as contemplated hereby.  Fund Launch shall obtain no rights in the Client Materials, except the right to use such Client Materials as necessary for the performance of the Services.

6.2  Knowledgebase.  All rights in and to any knowledgebase (including, but not limited to, any work product, system technologies, ideas, other software, know-how, and intangible knowledge, but not including any Client Materials or Deliverables as hereinafter defined) (“Fund Launch Knowledgebase”) created, developed or compiled by Fund Launch while performing Services under this Agreement, however made or effected, are the sole and exclusive property of Fund Launch.

6.3  Deliverables.  All information and data gathered by Fund Launch from Client (whether solely or with the participation of others) as a result of or in connection with the provision of Services hereunder, including information about the Products, all Client specific and unique entries to the Fund Launch Knowledgebase, call and email logs, all Customer inquiries, feedback, comments and requests, error logs, problem resolutions and correspondence, (collectively, “Customer Information”) or modifications to a Product developed, authored, conceived or made or reduced to practice by Client as a result of or in connection with the provision of Services hereunder (collectively, “Developments” and together with the Customer Information, the “Deliverables”) are and shall remain the sole and exclusive property of Client which shall have and retain all patent, copyright, trademark, trade name, service mark, trade secret and other intellectual property rights arising and/or enforceable under U.S. law, foreign law and/or treaty (“Intellectual Property Rights”) therein.  If any Deliverable is deemed to fall within the definition of “work made for hire,” as such term is defined in 17 U.S.C. §101, such Deliverable shall be considered a “work made for hire,” the copyright of which shall be owned solely and exclusively by Client.  If Fund Launch or any Fund Launch Personnel are deemed to retain any Intellectual Property Rights in any Deliverable, each such person hereby assigns all such Intellectual Property Rights to Client and its successors and assigns without further compensation.  Fund Launch agrees that it will, and will cause all Fund Launch Personnel to acknowledge and deliver to Client promptly and without charge, but at Client’s expense, such written instruments and do such other acts as Client may determine necessary to obtain and protect the rights described in this Section 6.3.  Upon termination of this Agreement or an applicable Rider or upon the earlier request of Client, Fund Launch shall deliver the Deliverables to Client in the format specified by Client.  During the Term of this Agreement, Client grants to Fund Launch a non-exclusive, limited license to use the Deliverables solely in connection with Fund Launch’s provision of the Services to Client.

7.  ACKNOWLEDGEMENT.  Each party acknowledges that money damages for breach of the provisions of Sections 5, and 6 hereof would be inadequate and incalculable and that such breach would cause the other party immediate and irreparable injury.  Each party agrees that, in the event of the breach or threatened breach of one or more of the provisions thereof, the non-breaching party shall be entitled, without the requirement of posting a bond or other security, to one or more preliminary or permanent injunctions (a) restraining any act which would constitute a breach or (b) compelling the performance of any obligation which, if not performed, would constitute a breach.  Such remedy shall not be the exclusive remedy for any breach of these provisions but shall be in addition to all other remedies available at law or equity.

8.  FORCE MAJEURE.  Neither party shall be liable for any loss or damage or be deemed to be in breach of this Agreement if its failure to perform any of its obligations under this Agreement results from (i) natural disaster, fire, flood, earthquake or other Act of God, (ii) war or rebellion, (iii) act of terrorism; or (iv) shutdown in power, telephone or other essential service beyond the party’s reasonable control provided that such default or delay cannot reasonably be circumvented by the non-performing party through the use of alternate sources, work around plans or other means (“Force Majeure”).  The party affected shall promptly give the other party written notice of the Force Majeure event, and in any event no later than ten (10) business days for Force Majeure events covered by i, ii, or iii above, and no later than three (3) days for Force Majeure events covered by iv above following discovery of such Force Majeure condition.  If notice of the existence of such Force Majeure condition is provided within such time period, the time for performance of such obligations affected shall be extended for a period equal to the duration of such Force Majeure condition described in the notice so long as the party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.  If a Force Majeure event substantially prevents, hinders or delays a party’s performance for more than thirty (30) consecutive days, then the other party may terminate this Agreement without liability to the party affected by the Force Majeure event as of the date specified in the notice of termination.  Fund Launch will not be entitled to additional payments from Client for costs or expenses incurred by Fund Launch as a result of a Force Majeure event.

9.  INDEPENDENT CONTRACTOR.  For purposes of this Agreement, Fund Launch is an independent contractor and nothing in this Agreement shall create, or be construed to create, the relationship of employer and employee between Fund Launch and Client or of principal and agent.  All persons employed by Fund Launch shall be employees or subcontractors of Fund Launch and shall not be deemed employees or agents of Client for any purpose.  Fund Launch assumes exclusive liability for all contributions, taxes or payments required to be made on behalf of such employees or subcontractors by the federal and state Unemployment Compensation Acts, Social Security Acts and all amendments thereto, and by all other current or future laws, federal and state, requiring payment by Fund Launch with respect to the performance of any services conducted by such employees or subcontractors pursuant to this Agreement. Fund Launch shall not make any representations, warranties, commitments or undertakings with respect to any of the products or services of Client (except as expressly authorized by Client) or otherwise assume or create any obligations on Client’s behalf.

10.  EMPLOYEES.  Fund Launch agrees to maintain such work force, as it deems appropriate to perform the work specified under this Agreement.  Fund Launch has the full right to determine, and the full responsibility for, the method, manner and control of the Services to be performed under this Agreement.  Fund Launch has the sole and exclusive right to hire, direct, supervise and discharge any workers employed by Fund Launch, and to engage the services of such other subcontractors or part-time employees as it may require.  Except as provided herein, Fund Launch and its employees will not represent themselves to be employees or agents of Client.  Fund Launch’s employees and subcontractors performing Services hereunder shall not be deemed to be loaned employees of Client.

11. ENTIRE AGREEMENT.  This Agreement along with the attached Riders and Schedules (a) constitutes the entire agreement on this subject between the parties and supersedes any and all prior discussions, representations, demonstrations, negotiations, correspondence, writings and other agreements and states the entire understanding and agreement upon which Fund Launch and Client rely respecting the subject matter of this Agreement and (b) may be amended or modified only in a writing agreed to and signed by the authorized representatives of the parties.  Fund Launch’s Purchase Order, when signed by the parties, forms part of this Agreement and establishes Client’s purchased scope and price. Additional or conflicting terms in purchasing forms issued by Client do not modify this Agreement unless expressly accepted in a writing signed by Fund Launch.  To the extent that any term of a Rider executed by the parties is inconsistent with the terms hereof, the term set forth in the Rider shall govern but solely with respect to the services provided under such Rider.

12. GENERAL PROVISIONS.

12.1  Severability.  If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect.  It is the intent of the parties to acknowledge and agree that a court can blue pencil or strike through any portions of this Agreement that are deemed by a court to be unenforceable.

12.2  Waiver.  The waiver by either party of a breach or default in any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

12.3  Governing Law; Jurisdiction.  This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to conflicts of law principles.  Any legal dispute that cannot otherwise be resolved between the parties informally, shall be brought and heard only in the State or Federal Courts for the State of Utah, United States of America, and in Utah County, and Client hereby consents to the jurisdiction and venue of the same.

12.4  Notice.  Any and all notices shall be provided in writing to Fund Launch at the address identified above and to Client at the addresses or email address provided upon signing this Agreement.

13. USE OF IMAGES, PICTURES, VIDEOGRAPHY. 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. Company will ask permission before any testimonials are recorded and/or published. Company agrees not to use one-on-one coaching calls or other private information of Client in public marketing promotions. For such group events, Client grants Company a perpetual, royalty-free license to use Client’s likeness, images and voice captured in photographs, video or audio recordings of the event for Company’s promotional or marketing purposes. This license is subject to the confidentiality protections in this Agreement and does not include one-on-one coaching calls, private telephone calls, private messages or other private information. Testimonials may be recorded or published only with Client’s prior permission. The Client may request to be removed from any video or photo where the client is misrepresented or unhappy with the content by contacting their Account Manager.

14. DATA PRIVACY. The parties agree to abide by relevant data privacy rules and regulations.

SUPPORT SERVICES RIDER TO

MASTER SERVICES AGREEMENT

BLACK CARD MEMBERSHIP PROGRAM

1. PROGRAM COST AND TERM

The cost of the Program for the initial term (“Initial Term”) is identified by Purchase Order. Company accepts the following payment methods: Credit Card, ACH, wire, check, and crypto-currency.

Upon completion of the twelve (12) month Initial Term the Client will be automatically transferred to the paid Black Card Legacy PRO Membership for ongoing access to program calls, office hours, and the same Fund Launch AI license included during the Initial Term. The Legacy membership is a separate paid continuation product; its included services are described in this Agreement. As a Black Card Legacy PRO Member, Client may have access to additional products and services at the then-current market price. The paid continuation membership will be billed monthly or annually at the applicable Successive Term Cost stated below (each monthly or annual continuation period a “Successive Term”). Client may cancel the paid continuation membership at any time by written notice, subject to any remaining payment obligations under the Six-Month Commitment in Section 7.2. Cancellation stops the next renewal, and paid continuation access continues through the end of the period already paid for. The Initial Term and any renewal periods are collectively the “Term.” Client retains lifetime community access, including Slack and group office hours, at no additional membership charge for as long as Brains LLC dba Fund Launch remains in operation. Ordinary cancellation or nonrenewal of paid continuation does not terminate this lifetime community access. This access remains subject to the conduct and default provisions in Section 2; termination for Client’s default ends all Black Card access. Other services are included only for their stated term or scope and require payment for continued access afterward.

The cost of the Black Card Legacy PRO Membership Successive Term (“Successive Term Cost”) is $850 per month or $10,000 per year, according to Client’s election of monthly or annual billing. Client authorizes Company to charge Client’s credit card on file for the applicable monthly or annual continuation fees under any Successive Term which is not paid by Client prior to the expiration of a then existing Term or Successive Term, subject to Client’s cancellation right and any remaining obligations under Section 7.2.

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.

The relationship between the Client and the Company is direct and the obligations created hereunder are specific to said Client. Although the Company does not discourage its clients from working together, networking, or merging funds, the obligations created hereunder are specific to Client and cannot be unified or integrated with any other client and its obligations to Company.

2. TERMINATION

Company may terminate this Agreement for Client’s material breach, including material nonpayment, upon three (3) days’ prior written notice identifying the breach. If the breach is capable of being cured, Client may cure it within that notice period to avoid termination. Immediate protective suspension for serious conduct is permitted under Section 2.1. This Agreement may be terminated by Client by written notice received by the Company by email to [email protected] and by email carbon copy to the assigned Account Manager, certified mail, registered mail, or FedEx delivery up until midnight of the 14th calendar day 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. The full refund available for timely cancellation during this 14-day period applies notwithstanding any legal retainer paid by Company under Section 7. 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. Cancellation of paid continuation membership after the Initial Term is governed by Section 1, subject to the Six-Month Commitment in Section 7.2.

2.1  Member Conduct and Access.  Client and its authorized participants must not engage in harassment, threats, fraud, unauthorized disclosure of confidential information concerning other members, unauthorized account sharing, or misuse of Company’s platforms or services. These requirements apply to Slack, events, calls, interactions with advisors and personnel, and all platform use, including lifetime community access. Company may immediately suspend access where reasonably necessary to address serious misconduct or a threat to persons, confidentiality, or platform security, and will provide written notice of the reason. Termination remains subject to the notice and applicable cure opportunity stated above. Good-faith complaints, refund requests, or criticism alone are not grounds for removal. Upon termination for Client’s default, all Black Card access ends, including community access, calls, office hours, and software access included through Black Card. By contrast, upon ordinary cancellation or nonrenewal of paid continuation, paid services and the included Fund Launch AI license end at the close of the paid coverage period, while lifetime community access continues under Section 1. Ending access does not change Client’s ownership of Client Materials or Deliverables, Company’s delivery obligations under Section 6.3 of the Master Services Agreement, or Client’s separate engagement with counsel. For thirty (30) days after paid platform access ends, whether through ordinary cancellation, nonrenewal, or termination for default, Client may request an export of Client’s documents and fund information held by Company through the written contact channel in Section 2.2. Company will provide the requested export without requiring renewal or reinstatement of membership. Where Client’s account is suspended or terminated for default, Company may keep the account locked and provide the export manually, without restoring platform access, services, or AI usage. Providing an export does not require Company to perform new drafting, advisory, or other substantive services. This export-request window does not extend platform access, services, or AI credits and does not limit Company’s existing delivery obligations under Section 6.3 of the Master Services Agreement.

2.2  Complaints and Requests.  Client may submit service complaints, disputes, and refund requests in writing to [email protected], with a copy to the assigned Account Manager if one is assigned. Unresolved service complaints may be escalated to Company management through the same channel. This process does not delay or condition Client’s cancellation or refund rights, extend any applicable deadline, or restrict remedies otherwise available under this Agreement or applicable law. The notice methods in Section 2 remain available for cancellation.

3. BUSINESS BUILDING

Company shall coach and train Client on the topics itemized in this Agreement during the Program. Available services may include individual video calls, group video calls, pitch deck design services, access to a proprietary portal of Confidential Information, one on one interaction with Company personnel, in person networking workshops, software systems, and assistance with accessing various resources and tools. The services included for Client are those stated in this Agreement and the agreed Purchase Order; additional services may be arranged by written agreement. Pitch deck design is not a core included service unless expressly agreed. The purpose of Company’s Services is to aid Client in launching and scaling a fund or investment strategy through the Services.

4. 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 provided Client is in good standing regarding their respective Program membership. In the Initial Term, Program includes 1-on-1 coaching/consulting, weekly group coaching/consulting calls, office hours five days per week, access to the "FL Black Card Slack Channel'' for additional support and networking purposes, and one to three Black Card events per year, depending on the schedule. Access to the Program will begin once this Agreement is signed and payment is received.

Black Card provides a flexible fund-launch roadmap supported by software, coaching, and office hours. Clients may work across topics according to their needs. Formation and counsel handoff remain subject to the purchased scope, payment requirements, completion of required information, and the law firm’s separate engagement.

Upon purchasing the Black Card Membership Program Client is granted memberships for 2 persons. Company reserves the right to remove any person(s) affiliated with any Client who has not signed this agreement.

4.1  Service Changes.  Company may replace or modify advisors, personnel, tools, platform features, delivery platforms, and schedules while maintaining substantially equivalent purchased benefits. Company will give at least thirty (30) days’ advance written notice of material changes where practicable, and otherwise notice as soon as reasonably practicable. This provision does not authorize Company to materially reduce the agreed purchased scope or eliminate lifetime community access except as permitted under Section 2.

5. PROGRAM DELIVERABLES

The Program Deliverables will be defined by Purchase Order. Black Card membership includes access to Fund Launch AI throughout the twelve (12) month Initial Term. For blind-pool Black Card, the Purchase Order will identify whether Client has purchased Standard Formation or Formation Plus and any agreed Plus customization. For Black Card SAF, the single-asset formation scope will be stated in the Purchase Order and the Referring Firm’s separate engagement letter. The included formation benefit is limited to the scope purchased, as described in Section 7.

5.1  Initial-Term AI Credits.  The total Fund Launch AI usage-credit allotment included with Client’s Initial Term is the allotment specified in the Purchase Order or otherwise agreed in writing. Credits become available in proportion to the Initial Term Program fee actually paid. The cumulative credits released equal the total agreed Initial Term allotment multiplied by the portion of that Program fee paid, up to one hundred percent (100%) of the allotment. Credits already used are deducted from the released balance. Additional payments release the corresponding additional portion of credits; they do not replenish credits already used or restart the term. All unused Initial Term credits expire at the end of the twelve (12) month Initial Term and do not carry into paid continuation. Credit use remains subject to the access, payment, and default provisions of this Agreement.

5.2  Monthly Continuation AI Credits.  During paid month-to-month continuation, Client receives the monthly usage-credit allotment specified for the purchased continuation plan. Unused credits roll forward, but the accumulated balance may not exceed two hundred percent (200%) of that monthly allotment. Each monthly allocation increases the remaining balance only up to that cap. Unused continuation credits expire when paid continuation access ends, including upon nonrenewal or termination for default. Ordinary cancellation takes effect at the end of the paid coverage period as provided in Section 1; lifetime community access does not include AI credits or continued paid software access.

5.3  Annual Continuation AI Credits.  For paid annual Black Card Legacy PRO Membership, the full annual usage-credit allotment specified for the purchased continuation plan becomes available upon receipt of the annual membership fee in full. Credits already used are deducted from that allotment. Unused annual credits expire at the end of the applicable twelve (12) month annual membership term and do not roll into the next annual term. The monthly release schedule and two hundred percent (200%) rollover cap in Section 5.2 do not apply to annual billing. Ordinary cancellation stops the next renewal; access to unused annual credits continues through the end of the paid annual term. Credit use remains subject to the access and default provisions of this Agreement, and unused credits expire earlier if Company terminates Client’s access for default under Section 2.

5.4  AI Outputs and Human Review.  Fund Launch AI generates drafts, analyses and other outputs that may contain errors, omissions, outdated information or incorrect citations. Company does not warrant their accuracy, completeness or suitability for a particular use. Client must independently verify outputs before relying on them and obtain qualified professional review when appropriate. AI outputs are not legal, tax, accounting or investment advice and do not establish regulatory compliance. Legal Canvas documents remain drafts until reviewed and finalized by Client’s independently engaged counsel. Platform scores, checkmarks and readiness indicators are workflow aids, not legal approval or assurance of a successful launch. Using the software does not create an attorney-client relationship with Company or Fund Launch Labs, Inc.

5.5  Platform Use and Availability.  Included software access is for Client’s authorized users and lawful business activities during the applicable paid access period. Client must safeguard credentials, have the rights and permissions needed for uploaded content, and not resell access, bypass usage limits or misuse the platform. Client remains responsible for deciding whether and how to use generated materials. Software access does not transfer ownership of the platform or its underlying technology. Except for express commitments in this Agreement, Company does not promise uninterrupted or error-free software availability. This section does not reduce purchased benefits under Section 4.1, Client’s refund rights, or Company’s obligations concerning Client Materials and Deliverables. Section 4 of the Master Services Agreement, including its exceptions, applies to Company’s liability relating to included AI access.

5.6  Separate Platform Terms and Data Practices.  Fund Launch Labs, Inc. is the separate platform operator. Its platform terms and privacy policy are available at https://www.fundlaunch.com/terms and https://www.fundlaunch.com/privacy. Any separately accepted agreement with Labs governs Client’s relationship with Labs; Labs is not made a party to this Black Card Agreement. As between Client and Brains LLC dba Fund Launch, this Agreement and the signed Purchase Order govern Black Card pricing, included services, credit allocation, renewal, refunds and access rights. A separate platform agreement does not amend Brains’ obligations under this Agreement or impose an additional Brains charge for included access. Client should review the platform’s data-processing, third-party AI-provider and model-training provisions before submitting information. This Rider does not itself authorize use of Client’s confidential information for model training or expand Company’s data-use rights under Sections 5 and 6 of the Master Services Agreement.

6. FINANCIAL OBLIGATIONS.

Client must remain current on the payment obligations in the Purchase Order. The formation benefit under Section 7 becomes available once at least fifty percent (50%) of the total value of the Agreement has been paid, provided formation services are included in the Purchase Order and Client is current on scheduled payments. Payment in full is not required to access that benefit. The Company reserves the right to withhold services and products if Client fails to meet the applicable payment obligations.

7. FORMATION SERVICES.

The Company facilitates formation support through the Legal Canvas and independent third-party law firms (“Referring Firms”). The Legal Canvas produces draft documents only. Client engages the selected Referring Firm directly under a separate engagement letter to review, edit, and finalize those drafts and perform the legal work for formation and launch. When formation is included in the Purchase Order, the Company will post a retainer with the selected Referring Firm sufficient to cover the basic legal fee for the Standard Formation or Formation Plus package purchased, or the separately agreed Black Card SAF formation scope (“Selected Formation Work”), as described below. The agreed formation scope will be reflected in the Purchase Order and the Referring Firm’s separate engagement letter. After the 14-day cancellation period in Section 2, any refund otherwise available or approved by Company will exclude amounts Company has actually paid to a Referring Firm on Client’s behalf after Client engages that firm, but only to the extent those amounts are unrecoverable by Company. This limitation does not reduce Client’s full refund right for timely cancellation under Section 2 and does not create any additional right to a refund after that period. Any recoverable or unearned funds held by the Referring Firm remain subject to its separate engagement letter and applicable law. The decision as to which Referring Firm might be used is dependent upon the 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 to use a Referring Firm. The Company is not a law firm and does not provide legal services or legal, tax, or investment advice. The Referring Firm exercises independent professional judgment and represents Client under its separate engagement letter.  Clients are responsible for ensuring their fund complies with all applicable securities, tax and regulatory requirements as well as any other specific state laws. The Company is not responsible for the success or failure of any fund and, the Company will not be held liable for any errors or omissions, or non-compliance associated with services provided by partners. The initial retainer for Selected Formation Work for those Clients utilizing a Referring Firm service is covered in the price of the Program. The Company will not make any payment to the Referring Firm until at least fifty percent of the total value of the Agreement has been paid and provided legal services are included in the terms of the Agreement.  Should Client select a non-Referral Firm for its legal work, or require work beyond the Selected Formation Work, Client will pay the law firm directly for such additional attorney fees and costs, free of any retainer obligation of Company. Additional work and its fees must be agreed with Client in writing before that work begins.

Standard Formation and Formation Plus for U.S. Blind-Pool Funds:

● Standard Formation: One agreed domestic Rule 506(b) or 506(c) fund formation, including a fund LP, GP LLC and manager LLC, in one state each; name checks, EIN applications, registered-agent setup and initial entity-filing services. Client pays state filing fees; registered-agent fees are included only if expressly stated in the Purchase Order or engagement letter.
        ● Standard documents and review: PPM, initial or amended LPA, subscription agreement and investor questionnaire, initial GP and manager LLC agreements, investment management agreement, and formation/startup consents for the three included entities. Includes counsel review, minor wording edits, clarifications, in-scope legal corrections, one administrator subscription-language change, clean final documents and redlines, and one wrap-up call of up to 60 minutes. In-scope corrections and template/output fixes remain included through final delivery and do not trigger a Plus upgrade.
        ● Standard filings: Form ID/EDGAR setup and initial Form D for the selected 506(b) or 506(c) offering. For 506(c), includes counsel-approved accreditation procedures and forms; any third-party investor-verification service and per-investor fees are separately agreed. Client must provide required information and signatures in time for applicable filings.
        ● Formation Plus: Includes Standard Formation plus the substantive customization agreed in writing for the selected fund. Available categories are custom side-letter templates; waterfalls or investor classes; credit-line provisions; multi-asset or related-strategy terms; liquidity or capital-call terms; investor protections; expanded risk disclosures; affiliate or seed terms; and sponsor governance. The selected work and package fee are agreed upfront, without item-by-item or per-document stacking for that agreed scope.
        ● Plus service allowance: Three calls total of up to 60 minutes each, including the wrap-up call; two consolidated substantive revision rounds, including in-scope third-party comments; and one pitch-deck review of up to 25 slides. Includes clean final documents and redlines. Error corrections do not consume a revision round.
        ● Black Card SAF: Single-asset formation typically involves three entities structured around one asset. The included documents, filings, counsel services and fee coverage are limited to the scope expressly agreed in the Purchase Order and the Referring Firm’s separate engagement letter. The blind-pool Standard Formation and Formation Plus scopes do not automatically apply to SAF.
        ● Separate scope: Extra entities or jurisdictions, offshore or complex structures, investor or lender negotiations, state blue-sky services, ongoing filings and specialist advice require a separate written scope and fee. Hedge and crypto funds require separately agreed scope and pricing. Canadian fund formation services are not offered under this Program.

7.1  Legal Services Retainer Expiration.  The legal services retainer included with the Black Card Membership Program as described in Section 7 above must be utilized during the Initial Term.  The unused formation benefit expires upon completion of the Initial Term, subject to the completion exception in Section 7.3. Expiration of the benefit does not itself terminate Client’s separate engagement with a Referring Firm or determine the treatment of funds already held by that firm.  Company shall make commercially reasonable efforts to provide Client with notice of impending retainer expiration at least thirty (30) days prior to the end of the Initial Term.  If Client does not engage with a Referring Firm to initiate Selected Formation Work during the Initial Term: (i) the legal services retainer will expire and Client must satisfy the requirements in Section 7.2 to access legal services; (ii) no refund or credit will be provided for any unused retainer; and (iii) the retainer cannot be automatically carried forward to any Successive Term without satisfying the requirements set forth in Section 7.2.  For purposes of this section, "initiate" means Company has facilitated connection between Client and a Referring Firm through the platform, via email, or through Client's Account Manager, and Client has taken reasonable steps to engage such Referring Firm.

7.2  Legal Services Access After Initial Term.  Clients who did not utilize their legal services retainer during the Initial Term may subsequently access legal services only by: (i) maintaining or reactivating paid Black Card Legacy PRO Membership following the Initial Term; and (ii) committing to at least six (6) consecutive months of paid membership beginning upon reactivation of the formation benefit (the "Six-Month Commitment"). This minimum may be satisfied through monthly payments or an annual paid membership term covering at least six months from reactivation. Already-paid coverage counts toward this minimum and will not be charged again.  Upon confirmation of the Six-Month Commitment, Client may engage legal services at any time during the six-month commitment period, including immediately upon such confirmation.  If Client terminates the paid membership before completing the full Six-Month Commitment: (i) cancellation stops renewal after the Six-Month Commitment, and continued Company-funded formation support during that commitment remains subject to Client’s payment obligations; (ii) Client shall remain obligated for all membership fees due under the agreed billing arrangement through the applicable commitment period; and (iii) Client retains lifetime community access as described in Section 1, unless Company terminates for Client’s default under Section 2.  Cancellation of Company’s membership or support does not itself terminate Client’s separate engagement with a Referring Firm, which is governed by its engagement letter and applicable law. Membership fees paid or payable under the Six-Month Commitment are nonrefundable, except as required by law.  Legal services access after the Initial Term shall be subject to: (i) availability of Referring Firms at the time of Client's request; (ii) the then-current legal service pricing and terms; and (iii) Client being current on all applicable membership fees.

7.3  Acknowledgment.  Client acknowledges and agrees that: (i) the unused formation benefit expires at the end of the Initial Term and may be reactivated only by satisfying Section 7.2; (ii) except as stated below, Fund Launch has no obligation to provide, pay for, or arrange formation support after the Initial Term except pursuant to Section 7.2; and (iii) the Six-Month Commitment is a material term of reactivating the unused formation benefit. If Client initiates Selected Formation Work during the Initial Term as defined in Section 7.1, remains reasonably responsive, and completion is delayed by Company or the Referring Firm, Company will continue funding the remaining included Selected Formation Work without requiring a new Six-Month Commitment solely because the Initial Term ends. This exception does not expand the purchased scope or cover additional work. Work left incomplete because Client abandons, suspends, or fails to reasonably cooperate with the project remains subject to Section 7.2 for reactivation. Company’s membership terms do not themselves terminate Client’s separate engagement with a Referring Firm or determine the treatment of funds held by that firm.

7.4  Structure Changes and Additional Work.  Once Client approves the fund structure and counsel begins drafting, Client-requested changes to the investment strategy, entities, offering exemption, fund economics, or investor classes that require substantive rework are subject to a revised written scope and fee approval before the additional work begins. Client pays additional counsel fees directly to the Referring Firm. An included revision round does not expand the agreed formation scope. In-scope corrections and template or output error fixes remain included and do not consume a Formation Plus revision round.

7.5  Timing and Client Responsiveness.  Formation and launch dates are estimates, not guarantees, and depend on complete information, timely Client responses and signatures, project complexity, counsel availability, and government processing. Client must meet legal and filing deadlines communicated by the Referring Firm; those deadlines may require a response sooner than the inactivity periods below. If Client fails to provide a required response for thirty (30) days after a written request, Company may send written notice allowing ten (10) additional days to respond before pausing Company’s formation support. Any later resumption remains subject to the existing expiration and reactivation provisions of Sections 7.1 through 7.3. The completion protection in Section 7.3 remains applicable where Client is responsive and delay is caused by Company or the Referring Firm, subject to termination for default under Section 2. A pause in Company’s support does not itself suspend counsel’s duties, extend a legal deadline, or terminate the separate attorney-client engagement.