1) Definitions. For purposes of the Agreement, the following terms shall be capitalized and defined as follows:

a) Confidential Information. The term “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to research, product plans, business plans, products, services, employees, Participants, markets, software, computer programs, technology, development tools, source code, object code, documentation, developments, intellectual property, concepts, inventions, formulas, processes, procedures, databases, designs, drawings, engineering, hardware configuration information, product ideas, business methods, strategies, marketing or financial plans, financial information, other participant names and related personal information disclosed during the course of any Services accessed by Participant, proprietary materials and/or other trade secrets disclosed by Raw Motivations (whether in writing, orally, or in any form or medium) to Participant as part of the Services.

b) Content. The term “Content” shall mean any and all text, data, information, images, graphics, audio, video, and/or audiovisual combinations.

c) Intellectual Property. The term Intellectual Property means (i) trademarks (registered or unregistered), service marks, trade names and other indications of origin, the goodwill associated with the foregoing; (ii) inventions, formulas, know-how, processes, business methods, discoveries, ideas and improvements, whether patented or patentable; (iii) nonpublic information, trade secrets, know-how and Confidential Information; (iv) writings, illustrations, graphics, photographs, motion pictures, models and all audio, video or audiovisual combinations, and other works whether copyrighted or copyrightable; (v) the principles, concepts, methodology, structure, techniques and training, content assignments, communications, attachments, made available to Participant as part of the Services; and (vi) computer programs and software (including source code, object code and data), arising from or relating to the Platform, Services, or Raw Motivations’ Content.

d) Services. The term “Services” means the coaching, workshops, events, training programs, content, tools, software and other program and related services ordered by Participant through the Platform purchasing portal.

2) Intellectual Property.

a) Use Restrictions. Except for the rights granted to you herein, nothing in the Agreement gives Participant any right or license to use, reproduce, display or distribute (electronically or otherwise) any Raw Motivations’ Intellectual Property. Except for the limited licenses granted herein, nothing in the Agreement grants to Participant any rights of ownership to Raw Motivations’ Intellectual Property.

b) Use Limitations. The Raw Motivations’ Intellectual Property are for Participant’s personal use only. Participant shall not use the Raw Motivations Intellectual Property for commercial purposes. Participant shall not (i) distribute, redistribute, resell or sublicense, or (ii) develop, create, or otherwise cause to bring to market any competing program or service that leverages, the Raw Motivations’ Intellectual Property for any purpose, commercial or otherwise

3) Confidentiality and Non-Disclosure.

a) Non-Disclosure. Participant has a duty to maintain the confidentiality of any Confidential Information provided to Participant through the Services and agrees not to (i) use any Confidential Informa¬tion dis¬closed to it by Raw Motivations for its own use, (ii) disclose any Confidential Information to any third party for any reason without the prior written consent of Raw Motivations, and/or (iii) use the Confidential Information in any way detrimental to Raw Motivations.

b) Required Disclosure. In the event Participant is requested or required by legal process to disclose any of the Confidential Information, Participant shall give Raw Motivations prompt notice so that it may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, Participant shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with Raw Motivations to minimize the extent and effect.

c) Return or Destruction of Confidential Information. Upon Raw Motivations’ written request at any time, Participant shall, at Raw Motivations’ option, return or destroy all its Confidential Information and, if so requested, certify in writing that it has complied with the foregoing.

4) Injunctive Relief. Participant understands and agrees that money damages will not be a sufficient remedy for any breach of Participant’s Confidentiality obligations under this Agreement or violation of Raw Motivations’ Intellectual Property rights, and that Raw Motivations shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or violation. Such remedies will not be deemed to be the exclusive remedies of Raw Motivations, but will be in addition to all other remedies available to Raw Motivations at law or in equity

5) Termination. In addition to the termination rights set forth in Section X of the Agreement, this Agreement shall automatically terminate, without notice, (i) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of either Party’s debts, (ii) upon either Party making an assignment for the benefit of creditors, or (iii) upon either Party’s dissolution or ceasing to do business.

6) Content Restrictions. Participant shall be responsible for all Participant Content uploaded and otherwise exchanged by Participant through the Platform. Raw Motivations shall have no obligation to prescreen, monitor, edit or remove any Participant Content. Raw Motivations reserves the right, to take any action to restrict or remove access to any Participant Content that it deems, in its sole and absolute discretion, to be objectionable, in violation of applicable law, or otherwise in violation of this Agreement.

7) Feedback License. Raw Motivations considers any suggestions, ideas, proposals testimonials or other material submitted by Participants, whether solicited or unsolicited, (collectively, the "Feedback") to be non-confidential and non-proprietary. Raw Motivations shall not be liable for the disclosure, use or exploitation of such Feedback. You hereby grant to Raw Motivations a worldwide, non-exclusive, perpetual, irrevocable, royalty-free and transferable right and license to incorporate, use, publish and exploit the Feedback for any purpose whatsoever, commercial or otherwise, without compensation or accounting.

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