This Terms of Service Agreement (the "Agreement") is between Holly Meyer Design, Inc., a North Carolina Corporation (“Holly Meyer”) and any user or users (“User(s)”) who purchase, enroll or otherwise utilize training courses prepared and offered by Holly Meyer. Holly Meyer and User(s) are collectively referred to as the “Parties”, and individually as a “Party.”
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY BEFORE PURCHASING, ENROLLING, OR VIEWING COURSES PREPARED, PRESENTED, AND/OR CREATED BY HOLLY MEYER. BY CLICKING “I AGREE” DURING CHECKOUT YOU ARE INDICATING THAT YOU HAVE READ AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, USER MAY NOT ACCESS OR USE ANY PART OF THE COURSES.
In the process of administering courses, Holly Meyer may disclose to User(s) certain technical and business information which Holly Meyer desires User(s) to treat as confidential. The purpose of this Agreement is to prevent the authorized disclosure of Protected Information (as defined below).
“Educational Course” means any instructional interaction with Holly Meyer, including without limitation, videos, documents, workbooks or audio files, which User(s) can purchase from Holly Meyer. Educational Courses may be purchased online through online platforms, including but not limited to www.hollymeyerdesign.com and, Teachable.
“Protected Information” means any information presented, discussed, outlined, or explained by Holly Meyer or contained in any materials related to an Educational Course, to which the User(s) have access during the administration of an Educational Course, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation documents, video footage, audio clips, images, screenshots, prototypes, samples, research, product plans, products, services, customer lists, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration, marketing materials or finances. Information communicated orally shall be considered Protected Information. Protected Information may also include information disclosed to User(s) by third parties. Protected Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Holly Meyer; (ii) becomes publicly known and made generally available after disclosure by Holly Meyer to the User(s) through no action or inaction of the User(s); (iii) is already in the possession of the User(s) at the time of disclosure by Holly Meyer as shown by the User(s)'s files and records immediately prior to the time of disclosure; (iv) is obtained by the User(s) from a third party without a breach of such third party's obligations of confidentiality; (v) is independently developed by the User(s) without use of or reference to Holly Meyer's Protected Information, as shown by documents and other competent evidence in the User(s)'s possession; or (vi) is required by law to be disclosed by the User(s), provided that the User(s) gives Holly Meyer prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure. Notwithstanding the foregoing, the compilation of any non-Protected Information into a collection, outline, or course syllabus shall be considered Protected Information.
User(s) shall hold and maintain the Protected Information in strictest confidence, using all Protected Information solely for the purposes intended and indicated in the Educational Course. User(s) shall not, without prior written approval of Holly Meyer, publish, copy, sell, rent or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Holly Meyer, any Protected Information. User(s) agrees to take no action, which is intended, or would reasonably be expected, to harm Holly Meyer or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to Holly Meyer. User(s) agrees that they will not disparage or comment negatively about Holly Meyer, its officers and management, and/or current or former employees. The obligations of User(s), under the terms of this Agreement, expressly prohibit User(s) from repurposing, disclosing, or using any of Holly Meyer’s Protected Information with another service provider or to achieve substantially similar objectives as those proposed by Holly Meyer’s Protected Information.
The User(s) shall not repurpose the Protected Information of Holly Meyer for any purpose except to further develop and refine User(s) own brand. The User(s) shall not disclose any Protected Information of Holly Meyer to third parties. If User(s) makes copies of the Protected Information of Holly Meyer, such copies shall also constitute Protected Information and any and all confidential markings on such documents shall be maintained. User(s) shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody Holly Meyer's Protected Information and which are provided to the User(s) hereunder.
User(s) shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Protected Information of Holly Meyer. Without limiting the foregoing, User(s) shall take at least those measures that it takes to protect its own most highly Protected Information, and shall promptly notify Holly Meyer of any misuse or misappropriation of Protected Information of which it becomes aware. User(s) shall disclose Protected Information only to those officers, directors, employees and contractors who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship, and User(s) shall remain responsible for compliance with the terms of this Agreement by its officers, directors, employees and contractors.
Nothing herein shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions contemplated by this Agreement concerning the business opportunity.
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.
Nothing in this Agreement is intended to grant any rights to either Party under any patent, mask work right or copyright of the other Party, nor shall this Agreement grant any Party any rights in or to the Protected Information of the other Party except as expressly set forth herein.
The User(s)'s duty to hold Protected Information in confidence shall remain in effect until the Protected Information no longer qualifies as a confidential or until Holly Meyer sends User(s) written notice releasing User(s) from the Agreement.
User(s) agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Holly Meyer, entitling Holly Meyer to seek injunctive relief in addition to all legal remedies.
Holly Meyer and User(s) agree that any claims, legal proceedings, or litigation arising in connection with this Agreement will be governed by the laws of the United States of America and will be brought solely in the courts of the county of Craven County, North Carolina and the Parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both Parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.