WHEREAS Total Wealth Academy, LLC (“Total Wealth”) (which definition shall include Total Wealth Academy, LLC, its owners, affiliates and related companies together with all principals, officers, directors, members, managers, employees, agents and licensees thereof and shall collectively be referred to as “Total Wealth Parties”), a Texas limited liability company with a business address of 11451 Katy Freeway, Suite 650, Houston, TX 77079 desires to teach and educate individuals regarding a balanced life integrating business, personal and other aspects for a fully engaged and meaningful life to students; and
WHEREAS ________________________, the undersigned individual, with a home address of _____________ (the “Applicant”) has determined to enroll in Total Wealth and sees significant advantages in the programs being offered by Total Wealth (“Programs”); and
WHEREAS, Total Wealth has agreed to allow the Applicant to enroll in the Programs offered by Total Wealth subject to Applicant’s acceptance of the terms and conditions set out below.
NOW THEREFORE, IN CONSIDERATION OF TEN DOLLARS AND NO/100, and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Total Wealth and Applicant hereby agree as follows:
The Applicant (the “Applicant” or “I”) is applying to be a member in the Program") with Total Wealth. The Applicant understands and agrees that his/her acceptance and continued membership in the Programs is by the sole permission of Total Wealth, and at its sole and absolute discretion and is subject to the terms and conditions of this agreement (“Agreement”).
Educational Purposes Only and No Guarantee. The Applicant understands and agrees that the Total Wealth Program, its presenters, publishers and information do not provide or constitute legal, accounting, investment, financial, real estate, or other professional services or advice and are provided to me for educational purposes only. The Applicant understands that the Program information provided is what the Program presenter’s individual advice and opinion based on the presenter’s own personal life, financial, investing, work, experiences, and that his/her own opportunities and experiences, including (without limitation) as to associated risks and expected returns, may differ materially. The Applicant acknowledges and agrees that the Applicant did not receive any guarantees or promises of any results, profits, income, or employment, or that any other benefits could or would be obtained from Total Wealth, the Program, its Program presenters and Total Wealth hereby disclaims any such guarantees or promises.
Grant of Right to Use Materials. I hereby irrevocably grant to the Total Wealth Parties the right to make audio and visual recordings (still or motion) and other reproductions of (a) my name, likeness, image and/or voice, and (b) any and all activities of every kind and nature whatsoever in which I may participate at any location where Total Wealth is sponsoring or participating in an activity or is otherwise legally entitled to be present during the time I am a Total Wealth member. Collectively (a) and (b) shall be referred to as the "Materials". As additional consideration for the benefits of becoming a Total Wealth Member as provided for in this Agreement, the sufficiency of which is hereby acknowledged, I grant to the Total Wealth Parties the perpetual, irrevocable, and unencumbered right (but not the obligation) to use, distribute, and exhibit (and/or to authorize others to use, distribute and exhibit), all or part of the Materials in any and all media and by any and all means now known or hereafter discovered, throughout the universe, in any and all languages, and for any and all purposes of every kind and nature, whatsoever, and to edit, fictionalize, adapt, dramatize, satirize, rearrange, add to and subtract from, the Materials, as Total Wealth may determine in its sole discretion. I hereby waive all rights or claims that I may have to any additional consideration or compensation, whatsoever, including but not limited to those associated with the use of my image and/or likeness. I shall not be deemed a Total Wealth employee, nor shall I be entitled to any employment benefits under any circumstances. This Agreement shall not be interpreted or construed to create any partnership, joint venture, or any other relationship between Applicant and Total Wealth.
Confidential Information. As used herein, “Confidential Information” shall mean all information provided by Total Wealth to Applicant, prior to or after the execution of this
Agreement, in any form or format, including, but not limited to, information regarding Total Wealth’s Programs, pricing, trade secret, know-how, where-how, presenters, teachers, life coaches, wellness instructors, sponsors, suppliers, insurers, real estate brokers, appraisers, insurance companies, title companies, finders, property managers, contractors, third party contacts and all other relevant information set forth in the Programs and also gained through introductions to third parties relevant to the real estate industry and quality life coaches that were
obtained by the Applicant from Total Wealth (its Programs, presenters and guest lecturers) or from another third party who was introduced to Applicant by Total Wealth, the Total Wealth’s business plan and pricing involving the various real estate related businesses, its business model,
or like information provided by or disclosed by Total Wealth, identification of and information related to properties, contracts, leases, or such that Total Wealth has recommended through its Programs to Applicant (regardless of whether the information is publicly available); information
regarding the analysis of these properties, interests, leases, or contracts; negotiations related to these properties, contracts, leases or third party suppliers, brokers, realtors, vendors, contractors, insurance companies, title companies, finders, and all other names and information related to the
Programs; organizational and operational documents of Total Wealth; samples or drafts of organizational, operational and controlling documents to be used by Total Wealth; information related to the past or current performance of properties or companies or partnerships wholly or partially owned or managed by Total Wealth, its officers, members or affiliates; information related to the structure and makeup of the management team, the management company, or other company that is used by Total Wealth for its Programs, promotional activities related in any way with real estate or the life benefits gained from the Programs. In the event of any breach, or of any threatened or attempted breach of the restrictions herein contained, it is agreed that in addition to all other legal remedies, Total Wealth shall also have the right to obtain an injunction (without posting of bond and without proof of actual damages) prohibiting such violation in commanding compliance with the restrictions herein contained.
Trade Secret Confidentiality. Applicant acknowledges and agrees that the Confidential Information provided to Applicant in connection with this Agreement is confidential trade secret information and proprietary to Total Wealth. It is a material part of this Agreement that Applicant maintains the confidentiality and secrecy of that Confidential Information. Applicant further agrees to hold all of the disclosed Confidential Information in trust and confidence and agrees that it shall be used only for the contemplated purposes herein and shall not be used by Applicant for any other purposes nor disclosed to any third party without the prior written consent of Total Wealth. In connection herewith, Applicant agrees to not (a) disclose, directly or indirectly, the Confidential Information, to any person, firm, corporation, association or other entity for any reason or purpose whatsoever; or (b) directly or indirectly use the Confidential Information for his own purposes or for his own benefit in any activity of any nature whatsoever to compete with Total Wealth and its Programs. Total Wealth understands of course, that Applicant will implement the business and life strategies and methodologies taught to Applicant by Total Wealth in his/her professional and personal life and that in doing so, such will not be a breach of this Agreement.
Non-Disclosure. Applicant recognizes that Total Wealth and its affiliates compete in a highly competitive field and that Total Wealth possesses and will continue to possess Confidential Information of commercial value that relates to Total Wealth, its affiliates, its Programs and its business. Applicant agrees that the Confidential Information, including without limitation, names and contact information for the associated businesses and persons connected with the Programs and defined above as Confidential Information, constitutes a unique and valuable asset which is essential to Total Wealth’s business success, and that any release of Confidential Information would be harmful to Total Wealth and/or its affiliates. To protect the Confidential Information, Applicant agrees to hold all of Total Wealth’s disclosed Confidential Information in trust and confidence and agrees that such shall be used only for the contemplated purposes herein, for Applicant’s sole use and improvement and shall not be used by Applicant for any other purposes nor disclosed to any third party without the prior written consent of Total Wealth. Applicant further acknowledges and agrees to not directly or indirectly use the Confidential Information provided by Total Wealth or its affiliates pursuant to this Agreement that would compete with Total Wealth in any activity of any nature whatsoever.
Non-Solicitation. Applicant hereby covenants and agrees that at no time will Applicant, directly or indirectly, (a) recruit, encourage, solicit or induce any of Total Wealth’s or
its affiliates’ employees to leave the employ of Total Wealth or its affiliates, (b) hire any of Total Wealth’s or its affiliates’ employees, or (c) assist any third party in hiring any of Total Wealth’s or its affiliates’ employees.
Return of Materials. Applicant acknowledges and agrees that by accepting the Confidential Information, Applicant agrees to return the Confidential Information. Further, at any time, upon Total Wealth’s request, Applicant shall promptly (within 10 days) return all original materials provided by Total Wealth and any copies, notes or other documents in Applicant’s possession pertaining to Total Wealth’s Confidential Information. Applicant will also promptly and permanently delete any Confidential Information that is stored in electronic or optical form.
No Rights Granted. Applicant understands and agrees that this Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Confidential Information to Applicant.
Ownership of Records. All records of Total Wealth relating in any manner whatsoever to the Confidential Information shall be Total Wealth’s exclusive property.
Injunction. Applicant, therefore, agrees and consents that, in addition to any other remedies available to it, Total Wealth shall be entitled to an injunction to prevent a breach or contemplated breach by the Applicant of any of the covenants or agreements contained herein (without posting of bond and without proof of actual damages). In addition, if Total Wealth prevails on any claim related to this Agreement, Total Wealth shall be entitled to monetary damages equal to the greater of $500 or the amount of damages found by the trier of fact. In addition, if Total Wealth prevails on any request for an injunction or other claim related to this Agreement, Total Wealth shall also be awarded Total Wealth’s attorney fees and costs associated with obtaining the injunction or bringing and prosecuting the claim. Nothing in this Agreement shall be construed as preventing Total Wealth from pursuing any remedy at law or in equity for any breach or threatened breach of this Agreement.
Specific Performance. Applicant acknowledges that a breach of this Agreement by him/her will cause irreparable harm to the other for which there may be no adequate remedy at law, and Applicant agrees that Total Wealth shall be entitled, in addition to its other remedies at law (including actual and consequential damages) to specific performance of this Agreement or any provision hereof.
Attorney Fees. If any legal action arises relating to this Agreement, the prevailing party shall be entitled to recover all court costs, expenses and reasonable attorney fees.
Modifications. All additions or modifications to this Agreement must be made in writing and must be signed by both parties to be effective.
No Agency. This Agreement does not create any agency or partnership relationship between the parties.
Successors and Assigns. This Agreement shall bind and shall inure to the benefit of the parties and any and all of their successors or assigns whether by merger, consolidation, transfer of substantially all assets or similar transaction.
Severability. The invalidity or unenforceability of any provision of this Agreement shall in no event affect the validity or enforceability of any other provision. In the event any arbitrator or court of competent jurisdiction determines that such provision is unreasonable or contrary to law, the parties hereto authorize such court to substitute such restrictions as it deems appropriate without invalidating such paragraph and/or this Agreement.
Waiver of Breach. The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach hereto.
Term. This Agreement shall continue in existence for so long as Applicant is in possession of the Confidential Information (the “Term”).
Nondisparagement. Applicant further agrees to not say or write anything which constitutes disparagement of Total Wealth’s business reputation or business practices or its employees, officers, owners, or agents, or regarding the quality or pricing of the Programs, services and/or products sold by Total Wealth.
Website. The Applicant understands and agrees that Total Wealth may publish and/or post on its website, from time to time and at any time, various rules which govern the conduct of those persons or entities which are members of the Program (collectively, the "Rules"), and that the Rules will, among other things, require that Applicant conduct himself/herself in a manner which, in Total Wealth's sole and absolute discretion, (A) avoids any potential violation of federal or state laws (including any rules and regulations promulgated thereunder) by Total Wealth and/or any members of the Program, and (B) abides by the Rules and agreements of Total Wealth. If Total Wealth management determines in its sole and absolute discretion that the Applicant has violated any provision of this Agreement or the Rules, and/or that the Applicant’s behavior, actions or conduct is detrimental to real wealth, its reputation, and/or membership, for any reason, Total Wealth may in its sole and absolute discretion immediately terminate this Agreement and the Applicant’s membership in the Program, and/or refuse to renew or reinstate the Applicant’s membership at a later time and/or refuse to refund any portion of the Program fee and/or membership dues paid by the Applicant.
Full and Final Release. I hereby fully and forever Release and Discharge Total Wealth, and individually Total Wealth Parties from, and covenant not to sue and further agree to indemnify and hold them harmless with respect to, any and all liabilities, losses, damages (including direct, special, consequential and punitive damages). Claims, demands, actions and causes of action, whatsoever; resulting from or arising out of (I) any Total Wealth Program or event, including the Program, (II) the conduct of any of the Total Wealth Parties or Total Wealth members or students, or any of the associated activities of the Total Wealth Parties, including (without limitation) with respect to any transaction in which I elect to become involved and/or results thereof, and or (III) my violation of any provision of this Agreement. This is a full and final release applying to all known, unknown and unanticipated consequences, and all injuries and damages arising out of or in any way connected with or resulting from my participation in the Program and its associated activities. If any provision hereof is found to be unenforceable or invalid, the remaining provisions shall continue in full force and effect. Without limiting the foregoing, it is expressly agreed that each and every provision of this Agreement which provides for a release or limitation of liability, disclaimer or exclusion of damages is intended to be several and independent of any other provision to the extent necessary to allow and permit the enforcement thereof. Should any release or limitation of liability, disclaimer or exclusion of damages be found to be unenforceable then I agree that the maximum amount of damages I shall receive for any and all claims of any nature shall be limited to the Program fee paid to Total Wealth.
No Endorsement. I understand that Total Wealth does not and will not endorse, recommend, promote or broker any securities investment or arrangement made among or between Program members or consultants. Further, I agree that a member’s and consultant’s Total Wealth affiliation is not an endorsement of any investment, and in no way guarantees success or any specific results. Any decision to invest with any member or consultant associated issuer is at my own risk and I understand, warrant and acknowledge that Total Wealth does not police its member’s private activities or investments in any way and has no control over such.
Independent Investigation. I understand that due to the general educational nature of the information Total Wealth provides to its Program members, such information should not be construed as complete or to contain all information I may possibly desire or need to evaluate any specific business prospect, real property purchase, or any other life decision. Before making any decision, I will conduct my own independent investigation and consult with my own CPA, Attorney, or other licensed professional in association with the legal, business, or tax consequences of such and will rely solely upon the results thereof.
Not for Publication. I understand that I may not copy or distribute any program presentation, materials, information, publications or content, including upload to or part of any social media, livestreaming, personal presentation, internet access, cloud storage, personal digital assistant or cellphone app, or any other device or media of any kind, without first receiving Total Wealth written permission. I understand and agree that all Total Wealth program presentations, materials, information, publications or content are proprietary property of Total Wealth, I have received the same by Total Wealth’s permission, and I will be responsible for any damage Total Wealth suffers because of my misuse or publication thereof.
Membership Fee. Unless by operation of law a 3-day right of rescission applies to this transaction, THERE SHALL BE NO REFUNDS MADE OF ANY FEE OR DUES PAID UNDER THIS AGREEMENT FOR ANY REASON, WHATSOEVER. Renewals, if any, shall be at the rate for renewal then in effect.
Laws and Jurisdiction. This Agreement shall be governed by the laws of the State of Texas without reference to conflicts of law provisions that would require or permit the application of the laws of any other jurisdiction. Any litigation related to this Agreement and involving any Total Wealth Parties shall be subject to the exclusive jurisdiction of the state or federal courts of competent jurisdiction located in Harris County, Texas. I hereby waive any claim I may have of forum non-conveniens.
Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, understandings, commitments, communications and representations made between Total Wealth and the undersigned, written or oral, with respect to the subject matter hereof. This Agreement may not be amended, supplemented, or otherwise modified except by a written agreement executed by both of the parties hereto. This Agreement shall be deemed to have been prepared through the joint efforts of the parties hereto, and there shall be no presumption in favor of either party in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof based on the preparation hereof.
Authorization of Contact. I hereby authorize Total Wealth to use my email address to contact me regarding member classes and information. Total Wealth agrees not to sell or distribute my email address to other companies.