Terms of Entry

Lévonier LLC · Last updated: August 2026

1. Definitions

“Lévonier” refers to Lévonier LLC, a limited liability company registered in the State of Alabama, United States, and its authorized representatives.

“The Assembly” refers to the collection of one hundred numbered Lévonier Seats (#001 through #100) and their then-current approved Holders.

“A Seat” refers to the personal, revocable, non-exclusive right of an individual to hold one of the one hundred numbered positions comprising the Assembly, subject to these Terms.

“Holder” refers to an individual who has completed entry and holds a Seat.

“Protected Entry Amount” refers to the initial entry consideration of one hundred thousand United States dollars ($100,000 USD) provided upon entry.

“The Record” refers to the register maintained by Lévonier documenting the numbered Seats, historical provenance, and then-current approved Holders.

2. Nature of a Seat

A Seat is a personal right of participation. It is not, and shall not be construed as, any of the following: an equity interest in Lévonier LLC, a share, a security, an investment contract, a note, a partnership interest, a debt instrument, a franchise, a timeshare, a property interest, or a claim upon the assets, revenues, or profits of Lévonier LLC or any affiliated entity.

Holders acquire no ownership of Lévonier LLC, no voting rights in its governance, no entitlement to its profits or distributions, and no interest in its property.

No representation is made, and none should be inferred, that a Seat will produce income, generate dividend distributions, or yield any amount beyond what is expressly provided in Section 7 of these Terms. Entry into Lévonier is undertaken for participation and association, and for no other purpose.

3. Selection and Entry

Entry is by selection only. Lévonier maintains no open enrollment, no public queue, and no obligation to consider, respond to, or explain any determination regarding any individual.

Submission of a name for consideration creates no right, expectation, or entitlement of any kind. Lévonier may decline any individual for any reason, or for no stated reason, at its sole discretion.

Entry is complete only upon the execution of a written entry agreement between Lévonier and the individual, and the receipt in full of the entry consideration. No verbal statement, correspondence, deposit, or partial payment shall constitute entry.

4. Entry Consideration and Annual Consideration

The consideration for initial entry is one hundred thousand United States dollars ($100,000 USD), payable in full prior to entry being recorded, unless otherwise agreed in writing.

The annual consideration for maintaining an active Seat is ten thousand United States dollars ($10,000 USD), payable on each anniversary of entry, commencing on the first anniversary.

Consideration figures applicable to a Holder are fixed at the time of that Holder’s entry and are not subject to retroactive change.

Failure to remit annual consideration within sixty days of its due date, following written notice, may result in the Seat being rendered inactive at Lévonier’s discretion, subject to Section 8.

5. Deposit and Refund

A Seat may be reserved by a deposit, the amount of which is communicated directly by the founder.

Any deposit is refundable in full, upon written request, without conditions and without explanation required, at any time prior to the execution of the written entry agreement. Refunds are acknowledged immediately and issued to the original method of payment within thirty days of notice.

A deposit reserves a Seat for a period of thirty days unless extended in writing. Upon expiration, the Seat is released and any deposit refunded in full.

Upon execution of the written entry agreement, deposits are applied toward the entry consideration and cease to be independently refundable, subject to Section 7.

6. What a Seat Confers

A Holder is recorded on the Record with a permanent Seat number (#001 to #100) and is included in the Assembly for so long as the Seat remains active.

Introductions among Holders are made at the discretion of Lévonier. Lévonier makes no representation as to the identity, conduct, character, solvency, or suitability of any other Holder, and assumes no responsibility for any interaction, communication, transaction, agreement, or dispute between Holders. Holders engage with one another entirely at their own risk and judgment.

Lévonier does not guarantee any specific commercial benefit, financial outcome, relationship, or result arising from a Seat.

7. Departure, Reallocation, and Transfer

A Holder may elect to depart or transfer their Seat at any time following the completion of one full year from the date of entry, by written notice to Lévonier.

Reallocation: Upon written departure notice, Lévonier shall facilitate the reallocation of the Seat to the next approved incoming Holder. Upon completion of that reallocation, the departing Holder receives their Protected Entry Amount ($100,000 USD), exclusive of annual membership consideration paid for active years. During the exit period pending reallocation, annual dues are paused and active privileges are suspended.

Private Transfer: Alternatively, a Holder may transfer a Seat privately to an approved successor at an agreed market amount. In such event, Lévonier retains a transfer consideration of ten percent (10%) applied solely to appreciation above the Protected Entry Amount. If transferred at or below the Protected Entry Amount, no transfer fee is deducted from the seller’s basis.

Transferee Approval: All incoming Holders must be reviewed and accepted by Lévonier in writing under its standard selective criteria. Lévonier shall provide a written approval determination within thirty days of complete submission.

Right of First Refusal: Lévonier retains a fifteen (15) day right of first refusal to match any verified bona fide third-party purchase offer.

8. Revocation

Lévonier may revoke a Seat, without refund of annual consideration, in the event of conduct that Lévonier reasonably determines to be materially harmful to the Assembly, including but not limited to: harassment of another Holder, unlawful conduct, fraudulent misrepresentation of identity or means, publication of confidential Assembly communications, or abusive commercial solicitation.

In the event of revocation, Lévonier shall repurchase the Seat on the terms set out in Section 7, less any verified damages or amounts owed. Revocation does not deprive a former Holder of the Protected Entry Amount originally provided.

9. Confidentiality

The identity of Holders, the contents of the Record, and communications occurring within the Assembly are confidential. Holders shall not disclose the identity of any other Holder without that individual’s express permission.

A Holder may disclose their own participation at their discretion.

10. Limitation of Liability

To the maximum extent permitted by applicable law, the aggregate liability of Lévonier LLC, its members, officers, agents, and representatives, arising from or relating to a Seat or these Terms, shall not exceed the entry consideration paid by the claiming Holder.

Lévonier shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profit, loss of opportunity, or reputational harm, arising under any theory of liability.

Nothing in these Terms excludes liability for fraud, willful misconduct, or any liability that cannot lawfully be excluded.

11. No Advice

Nothing communicated by Lévonier, or by any Holder within the Assembly, constitutes legal, financial, tax, investment, or professional advice. Holders are solely responsible for their own decisions and for obtaining independent professional counsel where appropriate.

12. Force Majeure

Lévonier shall not be liable for failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, war, civil unrest, governmental action, natural disaster, pandemic, or failure of infrastructure or third party services.

13. Amendment and Protected Core Terms

Lévonier may amend operational provisions of these Terms with thirty days written notice. However, core economic terms for existing active Holders—specifically the 100-seat supply cap, the Protected Entry Amount exit floor, and the transfer fee formula—are immutable and shall not be amended with respect to an active Holder without that Holder’s express written consent.

The number of Seats shall remain fixed at one hundred and shall not be increased under any circumstance.

14. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the State of Alabama, United States, without regard to conflict of law principles.

Any dispute arising out of or relating to these Terms shall first be addressed through good faith written negotiation between the parties for a period of thirty days. Failing resolution, disputes shall be resolved by binding arbitration administered in the State of Alabama under the rules of the American Arbitration Association, and judgment upon the award may be entered in any court of competent jurisdiction.

Each party bears its own costs of arbitration unless the arbitrator determines otherwise.

15. Severability and Entire Agreement

If any provision of these Terms is found unenforceable, that provision shall be modified to the minimum extent necessary, and the remaining provisions shall continue in full force.

These Terms, together with the executed written entry agreement, constitute the entire agreement between Lévonier and a Holder, and supersede all prior discussions, correspondence, representations, and understandings, whether written or verbal.

16. Succession and Continuity

In the event of a Holder's death or legal incapacitation, a Seat may pass to a designated heir, beneficiary, or trust upon written notice to Lévonier and completion of standard verification. The Seat number, provenance, and rights remain permanently recorded on the Record.

17. Contact

Lévonier LLC
State of Alabama, United States
sam@levonier.com

No third party is authorized to collect payment on behalf of Lévonier, to guarantee entry, to promise outcomes, or to modify these Terms. Only the executed written agreement controls.