Brave With Us Monthly Subscription Accountability TERMS

BRAVE & BOLD Marketing Affiliate & Brand Ambassadorship AGREEMENT

Join us in our MISSION to EMPOWER individuals to become the BEST, BRAVEST & BOLD versions of themselves and create a community of accountability and growth with BRAVE & BOLD US!

(individually the "Marketing Affiliate & Brand Ambassador" and collectively the "BRAVE & BOLD US, LLC").

BACKGROUND:

About BRAVE & BOLD US:
BRAVE & BOLD US is dedicated to empowering individuals to unlock their full potential and achieve their goals through personalized development programs, accountability frameworks, and immersive experiences. Our holistic approach encompasses various aspects of personal growth, including health, wealth, wisdom, business, finance, family, wilderness, survival, tactical and outdoor adventures.

A. The Marketing Affiliate & Brand Ambassadors wish to associate themselves as Marketing Affiliate & Brand Ambassadors in business.

B. This Agreement sets out the terms and conditions that govern the Marketing Affiliate & Brand Ambassadors within the Marketing Affiliate & Brand Ambassadorship of BRAVE & BOLD US.

1. Expected Outcomes and Goals: YOU WILL GAIN THE EXPERIENCE AND COMPANY APPROVED CERTIFICATIONS IN RELATION TO;

1. Proven experience and training in personal development, coaching, mentoring, or related fields.

2. Strong leadership and communication skills, with the ability to inspire and motivate others.

3. Demonstrated abilities to plan, execute, and evaluate strategic initiatives and programs.

4. Passions for outdoor activities and adventure, with experience in wilderness, survival, or tactical training.

IN CONSIDERATION OF and as a condition of the Marketing Affiliate & Brand Ambassadors entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

1. Formation

1. By this Agreement the Marketing Affiliate & Brand Ambassadors enter into a general 1099 Contract for Marketing Affiliate & Brand Ambassadorship Relationship (the "Marketing Affiliate & Brand Ambassadorship") in accordance with the laws of the State of Montana. The rights and obligations of the Marketing Affiliate & Brand Ambassadors will be as stated in the applicable legislation of the State of Montana and any State the Marketing Affiliate & Brand Ambassador resides while this agreement is in operation (the 'Act') except as otherwise provided in this Agreement.

2. Name

1. The firm name of the Marketing Affiliate & Brand Ambassadorship will be: BRAVE & BOLD US.

3. Purpose

1. The purpose of the Marketing Affiliate & Brand Ambassadorship will be: Expanding and Growing BRAVE & BOLD US Personal Development Accountability Teams & Systems.

4. Term

1. The Marketing Affiliate & Brand Ambassadorship will begin on the “Execution Date” and will continue until terminated as provided in this Agreement.

5. Contributions

1. Each of the Marketing Affiliate & Brand Ambassadors contributes monthly to the capital and resources of the Marketing Affiliate & Brand Ambassadorship, in cash or property or in non-monetary contributions in agreed upon value, as follows (the “Contribution"):

1. Time and effort:
BRAVE & BOLD US, a leading provider of personal development and accountability solutions, is seeking a dynamic and experienced Marketing Affiliate & Brand Ambassador to join our team. This Marketing Affiliate & Brand Ambassadorship opportunity offers the chance to make a significant impact on individuals' lives while contributing to the growth and success of our organization.

2. Marketing Affiliate & Brand Ambassador Responsibilities:
As a Marketing Affiliate & Brand Ambassador at BRAVE & BOLD US, you will be responsible for actively contributing to the organization's mission and objectives through a variety of strategic, operational, and program-related activities. The role requires a minimum commitment of 40 hours per month, with documented activities including but not limited to:

1. Training and Development:

Participating in ongoing training sessions to deepen knowledge and skills in personal development, accountability, leadership, and outdoor activities.
Engaging in self-directed learning through reading, online courses, and workshops to stay updated on industry trends and best practices.

2. Recruitment and Outreach:

Conducting in-person and online recruitment efforts to attract new members and participants to our programs and events.
Building and maintaining relationships with potential Marketing Affiliate & Brand Ambassadors, collaborators, and sponsors to expand our network and reach.
Events Coordination:

Organizing personal development coaching and mentoring events for both teams and individuals, covering topics such as health, wealth, wisdom, business, finance, and family.
Planning and coordinating wilderness, survival, and tactical training experiences to provide immersive outdoor adventures for our members.
Strategic Planning and Execution:

Participating in strategic planning sessions to define organizational goals, objectives, and key results (OKRs).
Collaborating with the executive team to develop and implement strategic initiatives to drive growth, impact, and sustainability.
Operational Excellence:

Overseeing operational processes and systems to ensure efficiency, effectiveness, and compliance with organizational policies and standards.
Monitoring and analyzing key performance indicators (KPIs) to track the performance and impact of our programs and initiatives.

3. Member Engagement and Support:

Interacting with members regularly to provide guidance, support, and encouragement in their personal development journey.
Implementing strategies to enhance member engagement, retention, and satisfaction across all touch-points.

4. Marketing Affiliate & Brand Ambassadorship Development:

Cultivating strategic Marketing Affiliate & Brand Ambassadorships with organizations, experts, and influencers in the personal development, outdoor adventure, and related industries.
Negotiating Marketing Affiliate & Brand Ambassadorship agreements and overseeing their implementation to maximize mutual benefit and impact.
Team Leadership and Development:

Providing leadership, mentorship, and support to the operations team, fostering a culture of accountability, collaboration, and continuous improvement.
Investing in the professional development and well-being of team members to build a high-performing and cohesive team.

5. Recurring Monthly Contributions of $808.99 for Training, Support, Events and/or Courses, Nutrition, Proteins and Supplies INCLUDING All Wilderness, Survival and Tactical Events (Some gear may be required for purchase to participate in the above)

OR;

6. Recurring Monthly Contributions of $459.99 for Training, Support, Events and/or Courses, Nutrition, Proteins and Supplies EXCLUDING All Wilderness, Survival and Tactical Events, with an approximate amount of $459.99

7. Other: From the "Contributions" above, every recruited "Marketing Affiliate & Brand Ambassador" will be asked to participate and sign "Agreements" with any of the "Providers" or "Entities" of "Services Rendered" based on a value determined by "Providers" of "Services Rendered."

6. Sales & Marketing:

1. Marketing Affiliate & Brand Ambassadors will be expected to engage, nurture and lead prospects to this agreement.

2. Marketing Affiliate & Brand Ambassadors may use social media in compliance with all rules and policies in respect to any social media platform.

3. Marketing Affiliate & Brand Ambassadors may use privately owned subdomains of “www.braveandboldus.com” with the express written approval of BRAVE & BOLD US.

4. Marketing Affiliate & Brand Ambassadors must comply with all brand and marketing standards of BRAVE & BOLD US.

7. ACCOUNTING:

1. Recurring Monthly Contributions:

1. The”New” BRAVE & BOLD US Marketing Affiliate agrees to allow BRAVE & BOLD US or any third party needed to auto draft or charge the member the “Recurring Monthly Contributions” of $808.99 or $459.99, which ever the “New” Member agrees.

2. Additional Capital

1. The capital contribution of a Marketing Affiliate & Brand Ambassador comprises that Marketing Affiliate & Brand Ambassador’s Initial Capital Contribution and any additional capital contribution (the “Additional Capital Contribution”) made by that Marketing Affiliate & Brand Ambassador to the Marketing Affiliate & Brand Ambassadorship at a later date (together the “Capital Contribution”). No Marketing Affiliate & Brand Ambassador will be required to make an Additional Capital Contribution. When the Marketing Affiliate & Brand Ambassadorship requires additional capital, each Marketing Affiliate & Brand Ambassador will have the opportunity to make an Additional Capital Contribution in proportion to that Marketing Affiliate & Brand Ambassador’s share of the total Capital Contributions to the Marketing Affiliate & Brand Ambassadorship. If an individual Marketing Affiliate & Brand Ambassador is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by Marketing Affiliate & Brand Ambassadorship business obligations, then by a unanimous vote of the Marketing Affiliate & Brand Ambassadors the remaining Marketing Affiliate & Brand Ambassadors may contribute in proportion to their existing Capital Contributions to resolve the amount in default.

2. Any advance of money to the Marketing Affiliate & Brand Ambassadorship by any Marketing Affiliate & Brand Ambassador in excess of the amounts provided for in this Agreement or subsequently agreed to as Additional Capital Contribution will be deemed a debt owed by the Marketing Affiliate & Brand Ambassadorship (“BRAVE & BOLD US”) and not an increase in Capital Contribution of the Marketing Affiliate & Brand Ambassador. This liability will be repaid with interest at rates and times to be determined by a majority of the Marketing Affiliate & Brand Ambassadors within the limits of what is required or permitted in the Act. This liability will not entitle the lending Marketing Affiliate & Brand Ambassador to any increased share of the Marketing Affiliate & Brand Ambassadorship's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Marketing Affiliate & Brand Ambassadors as may be determined by a majority of the Marketing Affiliate & Brand Ambassadors.

3. Withdrawal of Capital

1. No Marketing Affiliate & Brand Ambassador will withdraw any portion of their Capital Contribution without the express written consent of the remaining Marketing Affiliate & Brand Ambassadors AND the organization’s BOARD and PARTNERSHIP approval.

4. Capital Accounts

1. An individual capital account (the "Capital Accounts") will be maintained for each Marketing Affiliate & Brand Ambassador and their ONGOING Capital Contribution will be credited to this account to be utilized for services rendered and any services needed to help train, grow and establish the Marketing Affiliate & Brand Ambassador's ability to fulfill the duties and requirements of this “Agreement.” Any Additional Capital Contributions made by any Marketing Affiliate & Brand Ambassador will be credited to that Marketing Affiliate & Brand Ambassador's individual Capital Account.

5. Interest on Capital

1. No borrowing charge or loan interest will be due or payable to any Marketing Affiliate & Brand Ambassador on their agreed Capital Contribution inclusive of any agreed Additional Capital Contributions.

6. Financial Decisions

1. Decisions regarding the distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions as well as all other financial matters will be decided by a unanimous vote of the Marketing Affiliate & Brand Ambassadorship, PARTNERS and BOARD.

7. Profit and Loss

1. Subject to the other provisions of this Agreement, the net profits and losses of the Marketing Affiliate & Brand Ambassadorship, for both accounting and tax purposes, will accrue to and be borne by the Marketing Affiliate & Brand Ambassadors in proportion to the Marketing Affiliate & Brand Ambassador's Capital Contributions inclusive of any Additional Capital Contributions (the "Profit and Loss Contribution").

8. Compensation for Services Rendered

1. By a unanimous vote the Marketing Affiliate & Brand Ambassadors may decide, on a case by case basis, to compensate a Marketing Affiliate & Brand Ambassador for services actually rendered to the Marketing Affiliate & Brand Ambassadorship.

2. You may be compensated for any services rendered by parties other than, BRAVE & BOLD US and agree to these compensations or third party compensation plans.

9. Books of Account

1. Accurate and complete books of account of the transactions of the Marketing Affiliate & Brand Ambassadorship will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Marketing Affiliate & Brand Ambassador. The books and records of the Marketing Affiliate & Brand Ambassadorship will reflect all the Marketing Affiliate & Brand Ambassadorship’s transactions and will be appropriate and adequate for the business conducted by the Marketing Affiliate & Brand Ambassadorship.

10. Annual Report

1. As soon as practicable after the close of each fiscal year, the Marketing Affiliate & Brand Ambassadorship will furnish to each Marketing Affiliate & Brand Ambassador an annual report showing a full and complete account of the condition of the Marketing Affiliate & Brand Ambassadorship. This report will consist of at least the following documents:

2. a statement of all information as will be necessary for the preparation of each Marketing Affiliate & Brand Ambassador's income or other tax returns;

3. a copy of the Marketing Affiliate & Brand Ambassadorship's federal income tax returns for that fiscal year;

4. supporting income statement;

5. a balance sheet;

6. a cash flow statement;

7. a breakdown of the profit and loss attributable to each Marketing Affiliate & Brand Ambassador; and

8. any additional information that the Marketing Affiliate & Brand Ambassadors may require.

11. Banking and Marketing Affiliate & Brand Ambassadorship Funds

1. The funds of the Marketing Affiliate & Brand Ambassadorship will be placed in such investments and banking accounts as will be designated by the Marketing Affiliate & Brand Ambassadors, BRAVE & BOLD US PARTNERS and EXECUTIVE BOARD. All withdrawals from these bank accounts will be made by the duly authorized agent or agents of the Marketing Affiliate & Brand Ambassadors AND BRAVE & BOLD US PARTNERS and EXECUTIVE BOARD as agreed by unanimous consent of the Marketing Affiliate & Brand Ambassadors AND BRAVE & BOLD US. Marketing Affiliate & Brand Ambassadorship funds will be held in the name of the Marketing Affiliate & Brand Ambassadorship and will not be commingled with those of any other person or entity.

12. Fiscal Year

1. The fiscal year will end on December 31 of each year.

13. Audit

1. Any of the Marketing Affiliate & Brand Ambassadors will have the right to request an audit of the Marketing Affiliate & Brand Ambassadorship books. The cost of the audit will be borne by the Marketing Affiliate & Brand Ambassadorship. The audit will be performed by an accounting firm acceptable to all the Marketing Affiliate & Brand Ambassadors. Not more than one (1) audit will be required by any or all of the Marketing Affiliate & Brand Ambassadors for any fiscal year.

14. Management

1. Except as all of the Marketing Affiliate & Brand Ambassadors may otherwise agree in writing, all actions and decisions respecting the management, operation and control of the Marketing Affiliate & Brand Ambassadorship and its business will be decided by a majority vote of the Marketing Affiliate & Brand Ambassadors.

8. Contractual Agreements

1. Contract Binding Authority

1. All actions and decisions with respect to binding the Marketing Affiliate & Brand Ambassadorship in contract requires the unanimous consent of the Marketing Affiliate & Brand Ambassadors or the unanimous agreement of its acting agents.

2. Vendors

1. For the purposes to fulfil the purposes of this agreement, BRAVE & BOLD US, may engage and act in good faith with vendors and providers of the services needed to fulfill this agreement. Any contractual agreement with third parties to fulfill the purposes, mission, and good will of this agreement will be the decision of the acting agents of the BRAVE & BOLD US organization and it’s assigned Affiliates or Ambassadors or representative agents.

2. The Marketing Affiliate & Brand Ambassador agrees to allow the direct use of any personal information to secure any services or products to fulfill this agreement with third party vendors.

3. Marketing Affiliate & Brand Ambassadorship Representative

1. Marketing Affiliate & Brand Ambassador will be the representative of the BRAVE & BOLD US (“the Marketing Affiliate & Brand Ambassadorship Representative”) with the sole authority to act on behalf of the Marketing Affiliate & Brand Ambassadorship, BRAVE & BOLD US in relation to IRS tax audits pursuant to Chapter 63 Subchapter C of the Internal Revenue Code of 1986 ("the Tax Rules").

2. The Marketing Affiliate & Brand Ambassadorship Representative is appointed for the current tax year and subsequent tax years until otherwise designated by the Marketing Affiliate & Brand Ambassadors.

3. The Marketing Affiliate & Brand Ambassadorship Representative will promptly advise the Marketing Affiliate & Brand Ambassadors of any audit of the Marketing Affiliate & Brand Ambassadorship initiated by the IRS and provide regular updates to the Marketing Affiliate & Brand Ambassadors on the progress of such audits and any resulting settlement negotiations. The Marketing Affiliate & Brand Ambassadorship Representative will be generally accountable to the Marketing Affiliate & Brand Ambassadors and will obtain the majority approval of the Marketing Affiliate & Brand Ambassadors for (i) any decisions affecting the tax liability of the Marketing Affiliate & Brand Ambassadorship or the Marketing Affiliate & Brand Ambassadors; and (ii) any decision finalizing tax settlement with the IRS.

4. The Marketing Affiliate & Brand Ambassadorship Representative may resign from the position by serving notice in writing on both the Marketing Affiliate & Brand Ambassadorship and the IRS. The Marketing Affiliate & Brand Ambassadorship, acting by majority vote, may revoke the designation of the Marketing Affiliate & Brand Ambassadorship Representative by serving notice on the Marketing Affiliate & Brand Ambassadorship Representative and the IRS and simultaneously appointing a new Marketing Affiliate & Brand Ambassadorship Representative for that taxable year.

5. Whether serving in an active capacity or not, any person who has served as Marketing Affiliate & Brand Ambassadorship Representative in respect of any given taxable year or portion thereof will remain accountable to the Marketing Affiliate & Brand Ambassadorship, throughout the period of limitation relating to that taxable year, in respect of any notification received from the IRS and will promptly advise the Marketing Affiliate & Brand Ambassadorship of any and all such correspondence.

6. In the event that a tax settlement reached between the IRS and the Marketing Affiliate & Brand Ambassadorship Representative is not satisfactory to one or more of the Marketing Affiliate & Brand Ambassadors and the matter cannot be resolved through negotiation in good faith at a meeting of the Marketing Affiliate & Brand Ambassadors, then, two weeks, or such longer period as the Marketing Affiliate & Brand Ambassadors may agree, following such meeting the Marketing Affiliate & Brand Ambassadors agree to submit the dispute to mediation.

4. Meetings

1. Regular meetings of the Marketing Affiliate & Brand Ambassadors will be held weekly.

2. Any Marketing Affiliate & Brand Ambassador can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Marketing Affiliate & Brand Ambassadors with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.

3. All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Marketing Affiliate & Brand Ambassadors.

5. Admitting a New Marketing Affiliate & Brand Ambassador

1. A new Marketing Affiliate & Brand Ambassador may only be admitted to the Marketing Affiliate & Brand Ambassadorship with a majority vote of the existing Marketing Affiliate & Brand Ambassadors, except in the case of a prospective Marketing Affiliate & Brand Ambassador, the admission of which would render the Marketing Affiliate & Brand Ambassadorship ineligible to elect out of the application of the Tax Rules, in which case a unanimous vote of the existing Marketing Affiliate & Brand Ambassadors will be required to admit that Marketing Affiliate & Brand Ambassador.

2. Any new Marketing Affiliate & Brand Ambassador agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Marketing Affiliate & Brand Ambassador will execute such documents as are needed to effect the admission of the new Marketing Affiliate & Brand Ambassador. Any new Marketing Affiliate & Brand Ambassador will receive such business interest in the Marketing Affiliate & Brand Ambassadorship as determined by a unanimous decision of the other Marketing Affiliate & Brand Ambassadors.

3. Voluntary Withdrawal of a Marketing Affiliate & Brand Ambassador

1. Any Marketing Affiliate & Brand Ambassador will have the right to voluntarily withdraw from the Marketing Affiliate & Brand Ambassadorship at any time. Written notice of intention to withdraw must be served upon the remaining Marketing Affiliate & Brand Ambassadors at least three (3) months prior to the withdrawal date.

2. The voluntary withdrawal of a Marketing Affiliate & Brand Ambassador will result in the dissolution of ANY AGREEMENT the Marketing Affiliate & Brand Ambassadorship EXCEPT the “NON-COMPETE” clause below.

3. NON-COMPETE: A Dissociated Marketing Affiliate & Brand Ambassador will only exercise the right to withdraw in good faith and will act to minimize any present or future harm done to the remaining Marketing Affiliate & Brand Ambassadors as a result of the withdrawal and WILL NOT COMPETE in business or markets with any BRAVE & BOLD US products and or services for a 12 month period after a “Voluntary Withdrawal of a Marketing Affiliate & Brand Ambassador.”

6. Involuntary Withdrawal of a Marketing Affiliate & Brand Ambassador

1. Events resulting in the involuntary withdrawal of a Marketing Affiliate & Brand Ambassador from the Marketing Affiliate & Brand Ambassadorship will include but not be limited to: death of a Marketing Affiliate & Brand Ambassador; Marketing Affiliate & Brand Ambassador mental incapacity; Marketing Affiliate & Brand Ambassador disability preventing reasonable participation in the Marketing Affiliate & Brand Ambassadorship; Marketing Affiliate & Brand Ambassador incompetence; breach of fiduciary duties by a Marketing Affiliate & Brand Ambassador; criminal conviction of a Marketing Affiliate & Brand Ambassador; Expulsion of a Marketing Affiliate & Brand Ambassador; Operation of Law against a Marketing Affiliate & Brand Ambassador; or any act or omission of a Marketing Affiliate & Brand Ambassador that can reasonably be expected to bring the business or societal reputation of the Marketing Affiliate & Brand Ambassadorship into disrepute.

2. The involuntary withdrawal of a Marketing Affiliate & Brand Ambassador will result in the dissolution of the Marketing Affiliate & Brand Ambassadorship agreement.

4. A trustee in bankruptcy or similar third party who may acquire that Dissociated Marketing Affiliate & Brand Ambassador's interest in the Marketing Affiliate & Brand Ambassadorship will only acquire that Marketing Affiliate & Brand Ambassador's economic rights and interests and will not acquire any other rights of that Marketing Affiliate & Brand Ambassador or be admitted as a Marketing Affiliate & Brand Ambassador of the Marketing Affiliate & Brand Ambassadorship or have the right to exercise any management or voting interests.

7. Dissociation of a Marketing Affiliate & Brand Ambassador

1. Where the dissociation of a Marketing Affiliate & Brand Ambassador for any reason results in the dissolution of the Marketing Affiliate & Brand Ambassadorship then the Marketing Affiliate & Brand Ambassadorship will proceed in a reasonable and timely manner to dissolve the Marketing Affiliate & Brand Ambassadorship, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.

2. The remaining Marketing Affiliate & Brand Ambassadors retain the right to seek damages from a Dissociated Marketing Affiliate & Brand Ambassador where the dissociation resulted from a malicious or criminal act by the Dissociated Marketing Affiliate & Brand Ambassador or where the Dissociated Marketing Affiliate & Brand Ambassador had breached their fiduciary duty to the Marketing Affiliate & Brand Ambassadorship or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Marketing Affiliate & Brand Ambassadorship or to the reputation of the Marketing Affiliate & Brand Ambassadorship.

8. Dissolution

1. Except as otherwise provided in this Agreement, the Marketing Affiliate & Brand Ambassadorship may be dissolved only with the unanimous consent of all Marketing Affiliate & Brand Ambassadors.

9. Distribution of Property on Dissolution of Marketing Affiliate & Brand Ambassadorship

1. In the event of the dissolution of the Marketing Affiliate & Brand Ambassadorship, each Marketing Affiliate & Brand Ambassador will share in any remaining assets or liabilities of the Marketing Affiliate & Brand Ambassadorship in proportion to the Marketing Affiliate & Brand Ambassadors' Capital Contributions inclusive of any Additional Capital or Real or Unreal Property Contributions (the "Dissolution Distribution").

2. Upon Dissolution of the Marketing Affiliate & Brand Ambassadorship and liquidation of Marketing Affiliate & Brand Ambassadorship Property, and after payment of all selling costs and expenses, the liquidator will distribute the Marketing Affiliate & Brand Ambassadorship assets to the following groups according to the following order of priority:

1. in satisfaction of liabilities to creditors except Marketing Affiliate & Brand Ambassadorship obligations to current Marketing Affiliate & Brand Ambassadors;

2. in satisfaction of Marketing Affiliate & Brand Ambassadorship debt obligations to current Marketing Affiliate & Brand Ambassadors; and then

3. to the Marketing Affiliate & Brand Ambassadors according to the Dissolution Distribution described above.

3. The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Marketing Affiliate & Brand Ambassadorship assets after liabilities or any insufficiency in Marketing Affiliate & Brand Ambassadorship assets in resolving liabilities under this section will be shared by the Marketing Affiliate & Brand Ambassadors according to the Dissolution Distribution described above.

10. Valuation of Interest

1. In the absence of a written agreement setting a value, the value of the Marketing Affiliate & Brand Ambassadorship will be based on the fair market value appraisal of all Marketing Affiliate & Brand Ambassadorship assets (less liabilities) determined in accordance with generally accepted accounting principles (GAAP). This appraisal will be conducted by an independent accounting firm agreed to by all Marketing Affiliate & Brand Ambassadors. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Marketing Affiliate & Brand Ambassadors. A withdrawing Marketing Affiliate & Brand Ambassador's interest will be based on that Marketing Affiliate & Brand Ambassador's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Marketing Affiliate & Brand Ambassador may have to the Marketing Affiliate & Brand Ambassadorship. The intent of this section is to ensure the survival of the Marketing Affiliate & Brand Ambassadorship despite the withdrawal of any individual Marketing Affiliate & Brand Ambassador.

2. No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Marketing Affiliate & Brand Ambassadorship books immediately prior to valuation.

11. Goodwill

1. The goodwill of the Marketing Affiliate & Brand Ambassadorship business will be assessed at an amount to be determined by appraisal using generally accepted accounting principles (GAAP).

12. Title to Marketing Affiliate & Brand Ambassadorship Property

1. Title to all Marketing Affiliate & Brand Ambassadorship Property will remain in the name of the Marketing Affiliate & Brand Ambassadorship, BRAVE & BOLD US. No Marketing Affiliate & Brand Ambassador or group of Marketing Affiliate & Brand Ambassadors will have any ownership interest in such Marketing Affiliate & Brand Ambassadorship Property in whole or in part.

13. Voting

1. AMBASSADORS, In any vote required by the Marketing Affiliate & Brand Ambassadorship, the vote cast by each Marketing Affiliate & Brand Ambassador will count as one in the collective voting power of the AMBASSADORSHIP as a whole.

2. PARTNERS, in any vote required to operate BRAVE & BOLD US, will have a vote in proportion to their individual rights as a PARTNER

3. BOARD MEMBERS, in any vote required to operate BRAVE & BOLD US, will have a vote in proportion to their individual rights as a BOARD MEMBERS.

14. Force Majeure

1. A Marketing Affiliate & Brand Ambassador will be free of liability to the Marketing Affiliate & Brand Ambassadorship where the Marketing Affiliate & Brand Ambassador is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Marketing Affiliate & Brand Ambassador has communicated the circumstance of said event to any and all other Marketing Affiliate & Brand Ambassadors and taken any and all appropriate action to mitigate said event.

15. Duty of Loyalty | NON-COMPETE

1. No Marketing Affiliate & Brand Ambassador will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Marketing Affiliate & Brand Ambassadorship or that would be in direct conflict of interest to the Marketing Affiliate & Brand Ambassadorship without the unanimous written consent of the remaining Marketing Affiliate & Brand Ambassadors. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Marketing Affiliate & Brand Ambassadors. Failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Marketing Affiliate & Brand Ambassador and may be treated accordingly by the remaining Marketing Affiliate & Brand Ambassadors.

16. Duty of Accountability for Private Profits

1. Each Marketing Affiliate & Brand Ambassador must account to the Marketing Affiliate & Brand Ambassadorship for any benefit derived by that Marketing Affiliate & Brand Ambassador without the consent of the other Marketing Affiliate & Brand Ambassadors from any transaction concerning the Marketing Affiliate & Brand Ambassadorship or any use by that Marketing Affiliate & Brand Ambassador of the Marketing Affiliate & Brand Ambassadorship property, name or business connection. This duty continues to apply to any transactions undertaken after the Marketing Affiliate & Brand Ambassadorship has been dissolved but before the affairs of the Marketing Affiliate & Brand Ambassadorship have been completely wound up by the surviving Marketing Affiliate & Brand Ambassador, Ambassadorship or Marketing Affiliate & Brand Ambassadors or their agent or agents.

17. Duty to Devote Time

1. Each Marketing Affiliate & Brand Ambassador will devote such time and attention to the business of the Marketing Affiliate & Brand Ambassadorship as the majority of the Marketing Affiliate & Brand Ambassadors will from time to time reasonably determine for the conduct of the Marketing Affiliate & Brand Ambassadorship business.

18. Actions Requiring Unanimous Consent of the Marketing Affiliate & Brand Ambassadors unless already agreed upon and performed by any agent acting on the behalf of the best interest of the Ambassadorship

1. The following list of actions will require the unanimous consent of all Marketing Affiliate & Brand Ambassadors:

i. assigning check signing authority;

ii. committing the Marketing Affiliate & Brand Ambassadorship to new liabilities or obligations totaling over $0.00 USD;

iii. incurring single expenditures that exceed $0.00 USD;

iv. selling or encumbering of any Marketing Affiliate & Brand Ambassadorship asset whose fair market value exceeds $0.00 USD;

v. hiring any employee or any vendor of services whose total compensation package exceeds $0.00 USD per annum not already in partnership of business operations (see VENDORS of THIS AGREEMENT)

vi. waiving or releasing any Marketing Affiliate & Brand Ambassadorship claim except for full consideration; and

vii. endangering the ownership or possession of Marketing Affiliate & Brand Ambassadorship property.

2. Any losses incurred as a result of a violation of this section will be charged to and collected from the individual Marketing Affiliate & Brand Ambassador that acted without unanimous consent and caused the loss.

19. Forbidden Acts

1. No Marketing Affiliate & Brand Ambassador may do any act in contravention of this Agreement.

2. No Marketing Affiliate & Brand Ambassador may permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Marketing Affiliate & Brand Ambassador in the Marketing Affiliate & Brand Ambassadorship.

3. No Marketing Affiliate & Brand Ambassador may do any act that would make it impossible to carry on the ordinary business of the Marketing Affiliate & Brand Ambassadorship.

4. No Marketing Affiliate & Brand Ambassador may confess a judgment against the Marketing Affiliate & Brand Ambassadorship.

5. No Marketing Affiliate & Brand Ambassador will have the right or authority to bind or obligate the Marketing Affiliate & Brand Ambassadorship to any extent with regard to any matter outside the intended purpose of the Marketing Affiliate & Brand Ambassadorship.

6. Any violation of the above Forbidden Acts will be deemed an Involuntary Withdrawal of the offending Marketing Affiliate & Brand Ambassador and may be treated accordingly by the remaining Marketing Affiliate & Brand Ambassadors.

20. Indemnification

1. All Marketing Affiliate & Brand Ambassadors will be indemnified and held harmless by the Marketing Affiliate & Brand Ambassadorship from and against any and all claims of any nature, whatsoever, arising out of a Marketing Affiliate & Brand Ambassador's participation in Marketing Affiliate & Brand Ambassadorship affairs. A Marketing Affiliate & Brand Ambassador will not be entitled to indemnification under this section for liability arising out of gross negligence or willful misconduct of the Marketing Affiliate & Brand Ambassador or the breach by the Marketing Affiliate & Brand Ambassador of any provisions of this Agreement.

21. Mediation and Arbitration

1. If any dispute relating to this Agreement between Marketing Affiliate & Brand Ambassadors, or between one or more Marketing Affiliate & Brand Ambassadors and the Marketing Affiliate & Brand Ambassadorship, is not resolved through formal discussion within 14 days from the date a dispute arises, the Marketing Affiliate & Brand Ambassadors agree to submit the issue first before a non-binding mediator and to an arbitrator in the event the mediation fails. The decision of the arbitrator will be binding on the Marketing Affiliate & Brand Ambassadors. Any mediator or arbitrator must be a neutral party acceptable to all Marketing Affiliate & Brand Ambassadors. The cost of any mediations or arbitrations will be shared equally by the Marketing Affiliate & Brand Ambassadors.

22. Liability

1. A Marketing Affiliate & Brand Ambassador will not be liable to the Marketing Affiliate & Brand Ambassadorship, or to any other Marketing Affiliate & Brand Ambassador, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Marketing Affiliate & Brand Ambassadorship.

23. Liability Insurance

1. The Marketing Affiliate & Brand Ambassadorship may acquire insurance on behalf of any Marketing Affiliate & Brand Ambassador, employee, agent or other person engaged in the business interest of the Marketing Affiliate & Brand Ambassadorship against any liability asserted against them or incurred by them while acting in good faith on behalf of the Marketing Affiliate & Brand Ambassadorship.

24. Life Insurance

1. The Marketing Affiliate & Brand Ambassadorship will have the right to acquire life insurance on the lives of any or all of the Marketing Affiliate & Brand Ambassadors, whenever it is deemed necessary by the Marketing Affiliate & Brand Ambassadorship. Each Marketing Affiliate & Brand Ambassador will cooperate fully with the Marketing Affiliate & Brand Ambassadorship in obtaining any such policies of life insurance.

25. Amendments

1. This Agreement may be amended in whole or in part without the unanimous written consent of all Marketing Affiliate & Brand Ambassadors by the acting agents of the Ambassadorship or BRAVE & BOLD US representatives.

26. Governing Law and Jurisdiction

1. This Agreement will be construed in accordance with and exclusively governed by the laws of the State of Montana and any state which the Ambassador resides.

2. The Marketing Affiliate & Brand Ambassadors submit to the jurisdiction of the courts of the State of Montana for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.

27. Definitions

1. For the purpose of this Agreement, the following terms are defined as follows:

1. "Additional Capital Contributions" means Capital Contributions, other than Initial Capital Contributions, made by Marketing Affiliate & Brand Ambassadors to the Marketing Affiliate & Brand Ambassadorship.

2. "Capital Contribution" means the total amount of cash or Property contributed to the Marketing Affiliate & Brand Ambassadorship by any one Marketing Affiliate & Brand Ambassador.

3. "Dissociated Marketing Affiliate & Brand Ambassador" means any Marketing Affiliate & Brand Ambassador who is removed from the Marketing Affiliate & Brand Ambassadorship through a voluntary or involuntary withdrawal as provided in this Agreement.

4. "Expulsion of a Marketing Affiliate & Brand Ambassador" can occur on application by the Marketing Affiliate & Brand Ambassadorship or another Marketing Affiliate & Brand Ambassador, where it has been determined that the Marketing Affiliate & Brand Ambassador:

1. has engaged in wrongful conduct that adversely and materially affected the Marketing Affiliate & Brand Ambassadorship's business;

2. has willfully or persistently committed a material breach of this Agreement or of a duty owed to the Marketing Affiliate & Brand Ambassadorship or to the other Marketing Affiliate & Brand Ambassadors; or

3. has engaged in conduct relating to the Marketing Affiliate & Brand Ambassadorship's business that makes it not reasonably practicable to carry on the business with the Marketing Affiliate & Brand Ambassador.

4. "Initial Capital Contribution" means Capital Contributions made by any Marketing Affiliate & Brand Ambassador to acquire an interest in the Marketing Affiliate & Brand Ambassadorship.

5. "Operation of Law" means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.

28. Miscellaneous

1. Time is of the essence in this Agreement.

2. This Agreement may be executed in counterpart.

3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

5. This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Marketing Affiliate & Brand Ambassador's successors, assigns, executors, administrators, beneficiaries, and representatives.

7. Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

8. All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

Dedicated to Fallen Heroes and Rising Men

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