This Membership Agreement (“Agreement”) is entered into as of the Effective Date of this Agreement (as set forth below) by and between CHRISTIAN WEALTH MANAGEMENT LLC (hereinafter referred to as “CWM”) and the individual executing this Agreement as set forth below (hereinafter referred to as the “Member”).
CWM is a Christian faith based organization whose mission is to equip a community of successful, biblical financial advisors to inspire transformation for God’s greater glory throughout the world. CWM provides coaching, marketing, branding and other related services in furtherance of this mission. Member desires to receive such biblically based services in furtherance of Members career as a financial advisor.
Now, therefore, in consideration of the mutual covenants and agreements set forth herein and subject to the terms and conditions hereof, the parties agree as follows:
1. Services Provided to Members.
1.1 Description of Services. During the Term of this Agreement (as defined in Section 2, below), the Member shall have access to those certain coaching, branding, marketing and related services as set forth on Exhibit A, attached hereto (the “Services”). CWM may upgrade, enhance, change, suspend, discontinue or otherwise modify the Services from time to time in its discretion. Notice of any material changes shall be provided to the Member.
1.2 Non-Exclusivity. The parties acknowledge and agree that CWM is providing access to and use of the Services to multiple members and that the Member’s access to the Services is nonexclusive.
2.1 Initial Term. The initial term of this Agreement (the “Initial Term”) shall commence on the date the Initial Fee or the first quarterly installment of the Initial Fee (as set forth below) is received by CWM (the “Effective Date”). The Initial Term shall continue for a period of one (1) year following the Effective Date.
2.2 Automatic Renewal. Upon completion of the Initial Term, this Agreement will renew automatically for successive one (1) year periods (each a “Renewal Term” and collectively with the Initial Term, the “Term”) unless either party provides the other with written notice of termination at least sixty (60) days prior to the end of the Initial Term or any Renewal Term. If either party provides the appropriate termination notice prior to the end of the Initial Term or any Renewal Term, this Agreement shall continue only until the end of the Initial Term or such Renewal Term, unless otherwise terminated pursuant to the provisions of this Agreement.
2.3 Early Termination
(a) Statement of Christian Belief and Conduct. Attached here to as Exhibit B is the CWM Statement of Christian Belief and Conduct. By executing this Agreement, the Member acknowledges and agrees that the Member has reviewed the Statement of Christian Belief and Conduct and agrees to be governed by all provisions contained therein. If, in the opinion of CWM, the Member has failed to abide by such Statement of Christian Belief and Conduct and conduct himself or herself in accordance with the provisions thereof, CWM may, in its sole and absolute discretion, terminate this Agreement upon notice to the Member. In addition to its right to terminate this Agreement, CWM may choose to allow the Term of the Agreement to continue and to assist the Member in addressing and correcting the conduct that has caused the Member to be in violation of the Statement of Christian Belief and Conduct. Notwithstanding that CWM may be willing to provide such assistance to the Member, if, in the opinion of CWM, the Member has not corrected the behavior in question, CWM may at any time terminate this Agreement.
(b) Breach of Agreement. This Agreement, and the Member’s rights to any of the Services, shall immediately terminate upon any breach of this Agreement by the Member.
3.1 . Initial Fee. In consideration for receipt of the Services during the Initial Term, Member hereby agrees to pay to CWM a fee (the “Initial Fee”) of a single payment of Two Hundred Fifty and 00/100 Dollars ($250.00). Payments shall be made credit card or by check.
3.2 . Renewal Fee. In consideration for receipt of the Services during any Renewal Term, Member hereby agrees to pay to CWM a fee (the “Renewal Fee”) of a single payment of Two Hundred Fifty and 00/100 Dollars ($250.00). Payments shall be made credit card or by check and are due no later than the first day of the Renewal Term. CWM reserves the right to increase any Renewal Fee prior to the beginning of any Renewal Term upon written notice to the Member. In addition, failure to fully pay any fees within thirty (30) days after the applicable due date will be deemed a material breach of this Agreement. The Member is responsible for any costs associated with reinstatement of Services, if any. Any such suspension or termination will not relieve the Member from paying past due fees plus interest at the lesser of 1.5% per month or the amount allowed by law in the Member’s state of residence. In the event of collection enforcement, the Member will be liable for any reasonable costs associated with such collection, including, without limitation, reasonable attorneys’ fees, court costs, and collection agency fees.
3.3 . No Refunds. The Initial Fee and the Renewal Fee are non – refundable, regardless of the termination of this Agreement, any remaining time period of the Initial Term or any Renewal Term, or the reason for such termination.
4. License and Proprietary Rights.
4.1 License Grant. During the Term of this Agreement, and subject to all other terms and conditions herein, CWM hereby grants the Member a personal, limited, revocable, nonexclusive, non-sub licensable, nontransferable license, but only for the Member’s own internal business purposes, and not for use by any other independent advisors who may be located in the same office as the Member, to use the Christian Wealth Management name, documentation, services, methodologies, processes, coaching instruction and any other materials related to the provision of the Services (collectively the “Licensed Material”). No right, except for the limited license granted in this Section 4, title, or interest of intellectual property or other proprietary rights in and to the Licensed Materials is transferred to the Member hereunder. CWM owns and retains all right, title, and interest in and to the Licensed Materials; all copies of the Licensed Materials; all data, compilations, and information underlying or relating to the Licensed Materials; and all intellectual, industrial, and proprietary rights in or relating to any of the foregoing (including, without limitation, all copyrights, patents, trademarks, and trade secrets). The above notwithstanding, Members may not represent themselves as “doing business as” Christian Wealth Management without separate written consent from Christian Wealth Management, LLC. If the Christian Wealth Management name or logo is used by a Member in marketing or other materials, it must be made clear that the Member is a “member of” Christian Wealth Management, but not an affiliate, employee or otherwise a representative of Christian Wealth Management.
4.2 Limitations. Except as expressly permitted above in this Section 4, the Member may not use or reproduce the Licensed Material. To the maximum extent permitted by applicable law, the Member may not: (a) sell, sublicense, rent, lend, lease, timeshare, commercialize, or transfer the Licensed Material, or otherwise make the Licensed Material available, to any third party; (b) use the Licensed Material for the benefit of any third party; (c) modify, translate, or create derivative works of the Licensed Material; (d) reverse assemble, reverse compile, or reverse engineer the Licensed Material; (e) remove, alter, or obscure any copyright notice or other proprietary notice or legend that is on or in the Licensed Material; or (f) use the Licensed Material for fraudulent purposes, in violation of any applicable laws, or in violation of this Agreement (as it may be modified from time to time). The overall design, content, photography, and any created graphics for the Licensed Material shall remain owned by CWM. Any stock photography provided or used shall remain CWM’s royalty and will not be provided for use to the Member.
5. Representations and Warranties.
5.1 Member Representations and Warranties.
(a) The Member represents and warrants to CWM that (i) the Member has the authority to enter into this Agreement and perform its obligations under this Agreement, and (ii) the Member will use the Services and the Licensed Material only for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party.
(b) The Member hereby represents and warrants that the Member and its employees and agents are in good standing and in compliance with federal and state laws and professional rules of conduct by any governing body that has the authority to discipline the Member, including, but not limited to, FINRA and the U.S. Securities and Exchange Commission. The Member will promptly notify CWM of any change in its status or the status of any of its employees and agents. . The Member understands and agrees that, notwithstanding anything to the contrary contained in this Agreement, if it is discovered that the Member and its employees and agents are not in compliance with federal and state laws and professional rules of conduct by any governing body that has the authority to discipline the Member, CWM may terminate this Agreement immediately and without notice, and the Member shall not be entitled to a refund of the Initial Fee or any Renewal Fees or any other form of loss or damages as a result of such forced termination.
5.2 CWM Representations and Warranties.
(a) CWM warrants that (i) CWM has the authority to enter into this Agreement and perform its obligations under this Agreement, and (ii) CWM will perform the services required under this Agreement in a professional and workmanlike manner.
(b) The Services and the Licensed Material are provided on an “as available,” and “as is where is” basis. To the maximum extent permitted by applicable law, CWM and its subsidiaries, affiliates, suppliers, and licensors disclaim all representations and warranties of any kind with respect to the Services and the Licensed Material, including but not limited to implied warranties of non-infringement, title, merchantability, quiet enjoyment, quality of information, and fitness for a particular purpose. Without limiting the generality of the foregoing, CWM does not represent or warrant that the Services or the Licensed Material will meet the Member’s requirements. CWM makes no representation or warranty of any kind, expressed or implied, as to the accuracy or completeness of any information provided as part of the Services or set forth in the Licensed Material; or the availability, quality, or safety of Services or any other products or services set forth in the Agreement. No oral or written information or advice given to the Member or the Member’s agent by CWM or any other party with respect to the Services or the Licensed Material or anything related thereto shall create a representation or warranty, or in any way increase the scope of CWM’s obligations hereunder. CWM assumes no responsibility and makes no representations, warranties, recommendations, endorsements, or approvals with regard to any opinions, advice, statements, products, services, offers, or other information or materials expressed or made available by third parties, through or in connection with the Services or the Licensed Material. The Member assumes total responsibility and risk for the Member’s use of the Services or the Licensed Material.
6. Covenants of Members. The Member hereby agrees to the following during the Term of this Agreement:
6.1 Volunteer Hours. The Member agrees that, during the Initial Term and any Renewal Term, the Member shall commit to volunteering for a total of six (6) hours with a Christian community organization (such as a church) or organizations of the Member’s choice. Upon the request of the Member, CWM will assist the Member in identifying a list of possible organizations that would be beneficial to the Member in achieving this objective. CWM may review the Members commitment to volunteer in the manner provided in this Section 6, and CWM may refuse to renew this Agreement if CWM determines that the Member is not complying with covenant to volunteer as set forth in this Section 6.
6.2 Biblically Responsible Investing. The Member agrees that, during the Initial Term and any Renewal Term, the Member shall become familiar with and incorporate biblically responsible investing in the Member’s services and offer such investment services, on a nonexclusive basis, to clients and customers of the Member. CWM may review the Members commitment to utilize biblically responsible investing in the manner provided in this Section 6, and CWM may refuse to renew this Agreement if CWM determines that the Member is not complying with covenant to utilize and offer biblically responsible investment services as set forth in this Section 6.
7. Limitation of Liability.
CWM’s LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT OR INDIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY THE MEMBER TO CWM OVER THE PAST TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE LIABILITY ACCRUES. IN NO EVENT SHALL CWM OR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY LOST PROFITS, AS THEY MAY RESULT FROM THE MEMBER’S USE OF THE SERVICES OR THE LICENSED MATERIAL, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE MEMBER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
8.1 Agreement to Indemnify. The Member agrees to indemnify, defend, and hold harmless CWM and its employees, members, directors, managers, officers, agents, and affiliates from and against any loss, liability, penalty, and any expenses, including attorneys’ fees, witness fees, damages, judgments, fines, and amounts paid in settlement and any other amounts that CWM may suffer or incur as a result of (a) any failure by the Member or any employee, agent, or subcontractor of the Member to comply with the terms of this Agreement; (b) any warranty or representation made by the Member or any employee, agent, or subcontractor of the Member being false or misleading; (c) any representation or warranty made by the Member or any employee, agent, or subcontractor of the Member to any third person other than as specifically authorized by this Agreement; (d) negligence of the Member or any employee, agent, or subcontractor of the Member; (e) any conduct by the Member or any employee, agent, or subcontractor of the Member that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; (f) any conduct by the Member or any employee, agent, or subcontractor of the Member that constitutes a breach of fiduciary duty to its client(s) or results in any personal profit or advantage to which the Member or any employee, agent, or subcontractor of the Member is not legally entitled; or (g) any alleged or actual violations by the Member or any employee, agent, or subcontractor of the Member of any governmental laws, regulations, or rules.
8.2 Terms of Indemnification. Upon receipt of any third-party claim, CWM shall have the right to assume the sole defense, at the Member’s expense, by attorneys chosen by CWM. The Member shall provide CWM with such assistance, without charge, as may be requested in connection with any such defense, including, without limitation, providing CWM with such information, documents, records, and reasonable access to the Member, its employees, agents, or subcontractors, as deemed necessary by CWM. The Member shall not settle any third-party claim or waive any defense without the prior written consent of CWM.
8.3 Release of Confidential Information. The Member understands and agrees that CWM may release confidential information about the Member to proper authorities if CWM, in its sole discretion, determines that it is in its best interest in light of relevant laws, rules, and regulations governing the Member.
9. Confidential Information. “Confidential Information” will include the terms of this Agreement, the prices and fees charged under this Agreement, any other materials marked confidential by the Member or CWM, and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance or that a reasonable person would presume to be confidential due to the nature of the information disclosed. Each party acknowledges and agrees that (a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party’s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Confidential Information, including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is (d) publicly available; (e) already in the other party’s possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party’s Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity, provided to the extent permitted under applicable law, no less than ten (10) days’ written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.
10. Arbitration. Any and all disputes, controversies, or claims arising out of or relating to this Agreement, including, without limitation, any claims or demands based on contract law, tort law, equity, statute, and/or the common law, shall be determined by binding arbitration, except that CWM may seek such injunctive relief as may be appropriate to enforce this Agreement pending an arbitration. Arbitration will be administered by the American Arbitration Association in accordance with the Commercial Arbitration Rules. Any party may initiate arbitration by giving the other party a written demand for arbitration in accordance with the notice provisions of the Agreement. Within ten (10) days of receipt of a demand for arbitration under this paragraph, the other party shall deliver a written response on the demanding party, specifying the party’s intent to participate or abstain from participation in the demanded arbitration. In the event the other party does not deliver a written response to the demanding party within the time period specified above, the demanding party shall proceed as if the party has not agreed to participate.
Arbitration shall be initiated by service of the demand for arbitration. Arbitration shall be initiated within a reasonable time after the claim has arisen. In no event may arbitration be demanded after the date the claim would be barred by the applicable statute of limitations. The arbitration shall be conducted and determined by a sole arbitrator. The arbitrator will be chosen by mutual agreement of the parties. If the parties fail to reach agreement within thirty (30) days of service of the demand for arbitration, the arbitrator will be chosen by mutual agreement of two arbitrators, one appointed by each party. The two arbitrators’ choice of arbitrator shall be final and binding on the parties. The two arbitrators will use their best efforts to appoint an arbitrator within ten (10) days of being informed of the parties’ request for an appointment.
The up-front costs of the arbitration and arbitrator fees shall be borne by the parties equally. Costs and fees so paid will be subject to reallocation by the arbitrator in the award as provided for in this Agreement. If any party fails or refuses to pay its share of the cost of arbitration, the other party may, at its option, (1) elect to pay the entire cost of the arbitration, in which case the obligation of the nonpaying party to otherwise participate in the arbitration is not excused, or (2) immediately proceed to litigation. Regardless of which party ultimately prevails, the arbitrator shall award liquidated damages in the amount of ten thousand dollars ($10,000.00) to the party who paid the costs of the arbitration.
At the request of a party, the arbitrator may in his or her discretion order reasonable discovery on a showing of good cause. The parties desire a speedy resolution of any disputes that may arise. To that end, the arbitrator will, on his or her appointment, consult with the parties to discuss a reasonable hearing and, if appropriate, discovery schedule. Unless otherwise agreed by the parties, the arbitration hearings will be conducted in Douglas County, Nebraska.
In the event of a dispute over whether particular issues are arbitral under this Agreement, the arbitrator, and not the court, shall determine whether or not the arbitrator has jurisdiction over such issues, and the arbitrator’s decision as to the arbitrator’s jurisdiction over issues will be final and binding.
This Agreement to arbitrate is intended to be binding on and to inure to the benefit of the parties to this Agreement, their principals, successors, assigns, affiliates, partners, employees, parent or subsidiary entities, and any other parties whose claims or defenses may arise out of or relate to this Agreement. The arbitration award shall be in writing, signed by the arbitrator, and shall be in the form of a written, reasoned opinion setting forth the arbitrator’s findings of fact and conclusions of law.
In any arbitration arising out of this Agreement, the prevailing party is entitled to reasonable attorney fees. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. If a party fails or refuses to appear or participate in the arbitration, or in any portion of the arbitration, after having been given notice and opportunity to participate as provided in this agreement, the arbitration will proceed and the arbitrator may render a final award on the basis of the evidence presented by the participating party. An award rendered under such circumstances is valid and enforceable as if all parties had participated fully.
11.1 Assignment. The Member will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without CWM’s prior written consent, which consent may be withheld, delayed, or conditioned in CWM’s sole discretion. CWM will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to the Member.
11.2 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control, including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances, or terrorism.
11.3 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of CWM and the Member. The parties expressly disclaim the right to claim the enforceability or effectiveness of (a) any amendments to this Agreement that are not executed by an authorized representative of CWM and the Member; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, estoppel, or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.
11.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless a party in good faith deems the unenforceable provision to be essential, in which case such party will have the right to terminate this Agreement.
11.5 Governing Law, Jurisdiction, and Dispute Resolution with Third-Party Licensors. This Agreement is made in the state of Nebraska and will be interpreted and construed in accordance with the laws of the state of Nebraska, without regard to conflict of law principles. All disputes brought by the Member arising out of this Agreement shall be brought only in the district and federal courts located in or for Nebraska.
11.6 Non-solicitation.The Subscriber acknowledges and agrees that the employees and consultants of CWM are a valuable asset to CWM and are difficult to replace. Accordingly, the Member agrees that, during the Term of this Agreement and for a period of twelve (12) months after the expiration and nonrenewal or termination of this Agreement, the Member will not solicit or attempt to solicit any employee or consultant of CWM.
11.7 Headings. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
11.8 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes and renders ineffective all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to said subject matter.
11.9 Amendments, Binding Effect. Except as otherwise set forth herein, this Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties hereto. The rights and obligations of this Agreement shall bind and inure to the benefit of CWM and the Member and their respective successors and assigns.
11.10 Counterparts / Facsimilie or Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one and the same instrument. This Agreement may be executed in the original or by facsimile or other electronic transmission (i.e., email of a PDF file).
12. Trademarks and Copyright Legal Notices. CHISTIAN WEALTH MANAGEMENT, and the CHRISTIAN WEALTH MANAGEMENT logo, among others, are registered trademarks and/or registered service marks of CHRISTIAN WEALTH MANAGEMENT LLC, or one of its subsidiaries, in the United States and other countries. Other brands or product names are trademarks or service marks of their respective owners, should be treated as such, and may be registered in various jurisdictions.