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Thank you for enrolling in INVIBED, INC.’s Financial Wellness Program (“Wellness Program”). This TERMS OF SERVICE / NON-DISCLOSURE AGREEMENT ("Agreement”) contains the complete terms and conditions regarding your and INVIBED INC.’s respective personal, proprietary, and/or confidential information shared via: (i) your personal Wealth Coaching Account; and/or (ii) INVIBED INC.’s providing of services pursuant to the Wellness Program.
As used in this Agreement, “we,” “us,” “our,” or “Invibed” shall mean INVIBED, INC., and “you,” “your,” or “Client” shall mean individuals participating and enrolled in Invibed’s Wellness Program, with each being referred to as a “Party, and collectively as the “Parties” throughout this Agreement.
Please read the following terms carefully before submitting information establishing your Wealth Coaching Account for participation in the Wellness Program. By clicking “Accept” and completing enrollment into the Wellness Program, you expressly acknowledge that you have read, understood, and agreed to be bound by the following terms and conditions contained herein at all times, whether during your enrollment in the Wellness Program or thereafter. If you do not agree with or wish to be bound by the following terms and conditions, you may not set up a Wealth Coaching Account or participate in the Wellness Program under any circumstances. If you have any questions regarding the meaning of any terms contained herein, please email those questions to firstname.lastname@example.org. The failure to submit any questions prior to your enrollment in the Wellness Program and setting up of your Wealth Coaching Account will result in the presumption that you have read and completely understood all of the terms contained herein, and that you have expressly agreed to be bound by this Agreement. In the event you do not wish to be subject to the terms and conditions contained herein, your sole remedy shall be to immediately discontinue participation in the Wellness Program.
NOW THEREFORE, in consideration of mutual covenants set forth herein and intending to be legally bound, you hereby agree as follows:
ENROLLMENT IN WELLNESS PROGRAM / WEALTH COACHING ACCOUNT
- Client (individually or through Client’s employer and via enrollment in Invibed’s Wellness Program) has retained Invibed for the purpose of providing financial services, including, without limitation, wealth coaching, guidance, and advice regarding the management of Client’s finances. Client agrees and acknowledges that services provided by Invibed in accordance with its Wellness Program are personal in nature and provided on a case by case basis in accordance with each client’s specific financial needs, information, requests, and/or other personal identifiable information. Client acknowledges and agrees that: (i) Client may not share Client’s personal Wealth Coaching Account with any other individual or entity, as such information is personally exclusive to Client in accordance with Client’s specific needs; and (ii) any and all personal and/or confidential information provided by Client and included in Client’s Wealth Coaching Account shall be true, accurate, complete, and not misleading. Client acknowledges that the services provided by Invibed are advisory only, and in no event shall information provided via the Wellness Program be interpreted as providing any guarantees or “definites.” Invibed reserves the right to expel you from the Wellness Program in the event it is determined: (i) you shared your Wealth Coaching Account with another person or entity; or (ii) you have failed to comply with, or materially breached, any provision contained in this Agreement.
- Definition of Confidential Information.
- For purposes of this Agreement, “INVIBED’s Confidential Information” means any data or information that is proprietary to Invibed and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) the Service Materials; (ii) any financial information, projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of Invibed, or its affiliates, subsidiaries and affiliated companies; (iii) plans for products or services; (iv) customer or supplier lists; (v) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (vi) any concepts, reports, data, know-how, works-in- progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (vii) any other information that should reasonably be recognized as confidential or proprietary information of Invibed. INVIBED’s Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated INVIBED’s Confidential Information. You acknowledge that INVIBED’s Confidential Information is proprietary to, and shall be the sole and exclusive property of, INVIBED, has been developed and obtained through great efforts by INVIBED, and that INVIBED regards all of INVIBED’s Confidential Information as trade secrets. For purpose of this Agreement, “Service Materials” means any non-public or proprietary information of Invibed provided by Invibed to Client relating to or regarding the Wellness Program, including, without limitation, such information proposing strategy or rendering advice, including, without limitation, client decks, wealth coaching videos, etc.
- For purposes of this Agreement “CLIENT’s Confidential Information” means any personal data, information, or communications provided by you to Invibed for the purpose of setting up your Wealth Coaching Account and enrolling and participating in the Wellness Program. Invibed acknowledges that CLIENT’s Confidential Information is and shall be your sole and exclusive property, and we shall not copy, distribute, or make available CLIENT’s Confidential Information except in accordance with the terms and conditions set forth in this Agreement. CLIENT’s Confidential Information and INVIBED’s Confidential Information shall be collectively referred to as “Confidential Information” throughout this Agreement.
- Notwithstanding anything in the foregoing to the contrary, neither INVIBED’s Confidential Information or CLIENT’s Confidential Information shall include information which: (i) was known by the receiving Party prior to receiving the Confidential Information from the other Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the receiving Party to be under an obligation to the disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of Section IV hereof shall apply prior to any such disclosure being made; (e) is or has been independently developed by employees, consultants or agents of the receiving Party without violation of the terms of this Agreement or reference or access to the disclosing Party’s Confidential Information; or (f) is approved for disclosure by the disclosing Party.
- Disclosure of Confidential Information.
- Upon receipt of Confidential Information, each Party agrees that it shall: (a) limit disclosure of any Confidential Information to its officers, employees, agents, affiliates, or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated relationship between the Parties, including, without limitation, as it relates to the Wellness Program; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein).
- Each Party shall be responsible for any breach of this Agreement by any of their respective Representatives.
- Use of Confidential Information.
- Each Party agrees to use the Confidential Information received from the other solely in connection with participation in the Wellness Program and services offered and/or provided pursuant thereto, and not for any purpose other than as authorized by this Agreement. No other use of Confidential Information may be made without the prior written consent of an authorized representative of the other Party who owns such Confidential Information. No other right or license, whether expressed or implied, in the Confidential Information is granted to either Party hereunder. Furthermore, you agree and acknowledge that you shall not use any of INVIBED’s Confidential Information received hereunder for the purpose of developing, creating, or marketing a competing product or providing competing services, or provide INVIBED’s Confidential Information to any third party for such purpose(s).
- Title to INVIBED’s Confidential Information will remain solely in INVIBED, and title to CLIENT’s Confidential Information will remain solely with Client. All use of CLIENT’s Confidential Information by Invibed shall be for your personal benefit. Any modifications and/or improvements made to INVIBED’s Confidential Information by you shall be the sole and exclusive property of Invibed.
- Notwithstanding the foregoing, you acknowledge that Invibed may use, sell, and/or share CLIENT’s Confidential Information and/or your data related thereto to third parties for statistical purposes and/or in order for us to conduct and receive feedback and/or improve our ability to provide the Wellness Program. In no event shall such use of CLIENT’s Confidential Information as described herein include or be tied to your name or other personal identifiable information. Furthermore, any and all such use of CLIENT’s Confidential Information as described herein shall be done in the aggregate (i.e. in combination with all clients of Invibed) and in no event shall we release CLIENT’s Confidential Information on an individual basis. You hereby consent to our use of CLIENT’s Confidential Information as described herein.
- We may share aggregate client statistical data to such client(s) employers pursuant to Section III(c) above. You acknowledge that Invibed’s sharing of aggregate client data to employers is necessary in order to show progress and/or other data gathered by Invibed via the Wellness Program, and hereby consent to the sharing of such aggregate data.
- Compelled Disclosure of Confidential Information.
- Notwithstanding anything in the foregoing to the contrary, either Party may disclose Confidential Information of the other pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Party required to make such disclosure promptly notifies, to the extent practicable, the other Party in writing of such demand for disclosure so that such Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to Client’s financial affairs and business (not targeted at INVIBED), Client may promptly comply with such request provided Client gives (if permitted by such regulator) us prompt notice of such disclosure.
- Each Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the other Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if either Party is unable to obtain or does not seek a protective order and the Party required to make disclosure is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
- Return of Confidential Information.
- Upon Invibed’s request, Client shall immediately return to Invibed, or destroy, all tangible material embodying INVIBED’s Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials relating thereto (collectively “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any of INVIBED’s Confidential Information, in whatever form of storage or retrieval.
- Invibed may retain CLIENT’s Confidential Information, including, without limitation, personal and financial information, disclosed to us while you are an active participant / user of the Wellness Program and thereafter so long as needed for purposes that not prohibited by applicable law.
- This Agreement shall remain in effect for so long as Client is enrolled in the Wellness Program (“Term”).
- Notwithstanding the foregoing, the Parties’ duty to hold in confidence the other Party’s Confidential Information that was disclosed during the Term shall remain in effect indefinitely, subject to the terms and conditions of this Agreement.
- The Parties acknowledge that INVIBED’s Confidential Information disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of INVIBED’s Confidential Information would destroy or diminish the value of such information. Furthermore, the Parties acknowledge that the damages to Invibed that would result from the unauthorized dissemination of INVIBED’s Confidential Information would be impossible to calculate. Therefore, both Parties hereby agree that INVIBED shall be entitled to, without the necessity of furnishing a bond or proving actual damages related thereto, injunctive relief preventing the dissemination of any of INVIBED’s Confidential Information in violation of the terms hereof.
- Such injunctive relief shall be in addition to, and not in lieu of, any other remedies available hereunder, whether at law or in equity. Invibed shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief or bringing any action relating to this Agreement.
- NOTICE OF BREACH
- Each Party shall notify the other Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by such Party or its Representatives, or any other breach of this Agreement by such Party or its Representatives, and will cooperate with efforts by such Party to help the other Party regain possession of Confidential Information and prevent its further unauthorized use.
- WARRANTY AND REPRESENTATION
- Each Party warrants that it has the right to make the disclosures under this Agreement.
- The Parties acknowledge that INVIBED’s Confidential Information is provided “AS IS” and without any warranty, express, implied, or otherwise, and in no event shall we be liable for the accuracy of completeness of INVIBED’s Confidential Information. No warranties of any kind are given and we shall assume no liability of any kind with respect to INVIBED’s Confidential Information or any use thereof, nor shall we indemnify you against or be liable for any third party claims with respect to your access to INVIBED’s Confidential Information or use thereof. In no event shall we be liable for any direct, indirect, incidental, consequential, punitive, or special damages of any nature or kind resulting from, or arising in connection with, this Agreement, whether or not we have been made aware of the likelihood thereof.
- The Parties acknowledge that CLIENT’s Confidential Information provided in accordance with this Agreement shall be complete, accurate, and kept to up to date. It shall be your sole responsibility to periodically review, update, and correct CLIENT’s Confidential Information provided hereunder. You may ask us to delete CLIENT’s Confidential Information that is inaccurate, incomplete, or irrelevant for the purpose participating in the Wellness Program. Alternatively, we may elect to retain CLIENT’s Confidential Information with your comment or correction noted in our records instead of deleting such information.
- Neither Party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose; provided, however, you acknowledge that should you fail to provide certain CLIENT Confidential Information as required, we may not be able to fully provide the services offered via the Wellness Program, and may not provide Service Materials until such necessary information is provided.
- THIRD PARTY LINKS AND ADVERTISING
- NO LEGAL, ACCOUNTING, INVESTMENT, OR TAX ADVICE
- You acknowledge that content provided by us in relation to the Wellness Program, including, without limitation, the Service Materials, is provided for educational purposes only and does not constitute legal, accounting, investment or tax advice. The Service Materials shall not constitute individual advice unless made known by us to you that such should be considered individual advice.
- You are encouraged to obtain your own legal, accounting, investment and/or tax advice with regard to the services received under the Wellness Program and Service Materials provided pursuant thereto. In no event shall we be liable to you should you rely on the services received under the Wellness Program or Service Materials provided pursuant thereto as legal, accounting, investment, or tax advice.
- REFERRAL FEES
- Client acknowledges that from time to time Invibed may receive or be paid referral fees based upon your relationship with Invibed, and Invibed’s relationship and a third party (“Referral Fees”). You acknowledge that in no event should you be entitled to receipt of Referral Fees, and you shall not lay any claim, interest, or title to Referral Fees unless otherwise mutually agreed upon between the Parties.
- OUR INTELLECTUAL PROPERTY RIGHTS / TRADEMARKS / LICENSE TO WELLNESS PROGRAM
- All rights, title, and interest in and to the Wellness Program, including all Service Materials, content, organization, graphics, compilation, look, rights of publicity, design, data, and other matters related to the Wellness Program, now known or hereafter created, (collectively, “Wellness Program Content”) are exclusively owned by Invibed and its affiliates, or licensed to Invibed for our exclusive use, and are protected under applicable copyright, trademark, patent, and/or other intellectual property and proprietary rights, both at common law and through registration. Except as expressly authorized by this Agreement, you may not copy, reproduce, distribute, disseminate, republish, license, download, perform, display, post, transmit, exploit, sell, create derivative works, or otherwise use any Wellness Program Content in any form, by any means, or for any purpose (except as it relates to your use of the Wellness Program), without our prior written consent, which may be withheld in our sole discretion. Should you violate this provision in any manner, we shall prosecute you and enforce our rights in and to the Wellness Program Content to the fullest extent permitted by law.
- The trademarks, logos, service marks, and trade names (collectively, “Trademarks”) displayed on or through the Wellness Program are either common law trademarks or registered trademarks of Invibed and/or its affiliates, or other third parties. Additionally, other product, company, and/or professional names mentioned in the Wellness Program may be trademarks of their respective owners. Such Trademarks may not be used in connection with products and/or services that are not related to, associated with, or sponsored by Invibed (or their applicable rights holders) in a manner that is likely to cause consumer confusion or dilution, or that discredits, tarnishes, or disparages Invibed or the applicable rights holders. You acknowledge and agree that nothing contained within this Agreement or in the Wellness Program shall be construed as granting you, by implication or otherwise, any license or right to use any Trademarks displayed via the Wellness Program without our, or the applicable rights holder’s, prior written consent. Any misuse of the Trademarks displayed on or through the Application is strictly prohibited.
- Invibed grants you a limited, non-exclusive license to access and use the Wellness Program and Service Materials for your personal and non-commercial use only. No part of any material, content, or data of the Wellness Program may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use (but not for resale or redistribution). You acknowledge and agree that this license does not grant you the ability to reproduce, distribute, assign, sublicense, sell, prepare derivative works, or conduct any other such activity related to the Wellness Program or Service Materials, except as expressly provided by these Terms.
- PROHIBITED USES
- As a condition precedent to your license to access and use the Wellness Program, you agree not to use the Wellness Program, and any service provided therein or related thereto, in a manner that is unlawful, prohibited by this Agreement, or for any other purpose not reasonably intended or contemplated by Invibed. In the event it is determined your use of the Wellness Program, or any service provided therein or related thereto, is in a manner not consistent with this Agreement, Invibed reserves the right, in its sole discretion, to suspend or terminate your access to the Wellness Program, including, without limitation, deactivating your Wealth Coaching Account, with or without notice, and without any obligation, to you. Such termination or suspension will not terminate or suspend this Agreement as applied to your use and access of the Wellness Program. The following activities are expressly prohibited:
- Submitting false, misleading, or inaccurate personal information;
- Abusing, or using for your own benefit (commercial or otherwise), other’s personal information that you may come across as a result of using the Wellness Program;
- Distributing software viruses, worms, spyware, adware, bugs, computer codes, or anything else that is designed to, or may, interfere with the proper function of any software, hardware or equipment found or maintained by, or that relates to, the Wellness Program;
- Placing a disproportionate load on the Wellness Program with the purpose of denying use and/or access of the Wellness Program to other users;
- Taking any action that: (i) infringes or violates Invibed’s or another user’s rights (including, but no limited to, proprietary and intellectual property rights), (ii) violates the law, or (iii) breaches any legal duty you may have toward Invibed or any another person or entity;
- Reproducing, duplicating, copying, selling, reselling, licensing, sublicensing, distributing, renting, leasing, trading, exploiting, or using any Wellness Program Content, any service provided therein or related thereto, or any Service Materials for any purpose not expressly permitted by Invibed or this Agreement;
- Running, framing, or otherwise displaying the Wellness Program Content or Service Materials on any website or other application;
- Removing, circumventing, disabling, damaging or otherwise interfering with any features (security related or otherwise) implemented for use regarding the Wellness Program;
- Attempting to gain unauthorized access to the Wellness Program, any service provided therein or related thereto, or any Wealth Coaching Account through hacking, password mining, or any other means meant to interfere with the proper working of the Wellness Program;
- Using Invibed’s Trademarks, graphics, or logos without Invibed’s express written consent;
- Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, object code, or underlying structure, ideas, or algorithms of the Wellness Program, any service provided therein or related thereto, or any part thereof;
- Creating (or attempting to create) a substitute or similar service through use of, or access to, the Wellness Program, Service Materials, any service provided therein or related thereto, or any part thereof; and
- Modifying, adapting, translating, or creating derivative works based upon the Wellness Program, Service Materials, any service provided therein or related thereto, or any part thereof, except, and only to the extent, as expressly permitted by applicable law.
The above list is not exhaustive, and only provides examples of prohibited activity.
- WAIVER OF CLAIMS / DISLCAIMER
- Your use of the Wellness Program is solely at your own risk. The Wellness Program, including, without limitation, all Wellness Program Content, Service Materials, and any other service or materials contained therein or related thereto, are provided “AS IS,” without warranty of any kind, either express or implied, including, without limitation, any warranty for information, data, availability, completeness, accuracy, usefulness, merchantability, non-infringement, free from defects, or fitness for a particular use, and any and all other warranties are expressly disclaimed by Invibed to the fullest extent of the law. No information, whether oral or written, obtained by you from us or through your use of the Wellness Program shall create any warranty not expressly made herein. If you are dissatisfied with the Wellness Program, your sole remedy is to discontinue use thereof. Notwithstanding the foregoing, Invibed attempts to ensure that all information provided via the Wellness Program is correct and current, and we reserve all right to change or edit any information provided via the Wellness Program. It shall be your sole responsibility to evaluate and act upon the information provided via the Wellness Program.
- IN NO EVENT SHALL INVIBED BE RESPONSIBLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR OTHER INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE, BUSINESS, OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATING TO YOUR USE OF THE WELLNESS PROGRAM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EVEN IF INVIBED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- To the fullest extent permitted by law, you agree that any claim or cause of action that you assert arising from or relating to use of the Wellness Program or this Agreement must be filed within six (6) months after such claim or cause of action arose, or any such purported claim or cause of action shall forever be barred. Nothing herein constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any matter, you should consult an appropriate professional. Because some jurisdictions or territories do not permit the disclaimer of certain warranties, or the exclusion or limitation of certain types of liability, some of the foregoing disclaimers and limitations might not apply to you. Notwithstanding the foregoing, you agree that you will not bring any claim personally against any member of Invibed with respect to any direct or indirect losses you may suffer in connection with your use of the Wellness Program.
- This Agreement constitutes the entire understanding between the Parties regarding the sharing and maintaining of Confidential Information received via participation in the Wellness Program between the Parties, and other matters between the Parties relating thereto, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the Parties, with respect to the subject matter hereof.
- This Agreement shall be considered executed in, and shall be interpreted and construed under, the laws of the State of Florida, without regard to conflict of law principles thereof. Any action arising out of or relating to this Agreement shall be brought in the courts of the State of Florida or of the United States of America for the Southern District of Florida located in Broward County. Each Party hereby expressly submits to the personal jurisdiction and venues of such courts, and expressly waives any claim of objections or defenses thereto.
- Any failure by Invibed to enforce Client’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
- Although the restrictions contained in this Agreement are considered by the Parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten, or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
- Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the listed address of the other Party (or such other addressee as may be furnished by a Party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third (3rd) business day following dispatch and (c) in the case of mailing, on the seventh (7th) business day following such mailing. All emails directed to Invibed shall be sent to email@example.com, and all emails directed to CLIENT shall be sent to the email address associated with your Wealth Coaching Account.
- This Agreement is personal in nature, and neither Party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided, Invibed may assign this Agreement, and our rights, duties, and obligations hereunder, without your prior written consent to any assignee or successor of Invibed’s rights, by reason of merger, consolidation, reorganization, purchase of all or substantially all of Invibed’s assets, or other similar transaction . All obligations contained in this Agreement shall extend to and be binding upon the Parties to this Agreement and their respective successors, assigns and designees.
- Any and all analysis conducted by Invibed for the purpose of providing or relating to the Wellness Program is conducted using industry norms/averages and we reserve the right to change our opinion on these at any time.
- Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
- This Agreement may be changed or otherwise modified from time to time. If a revision to this Agreement, in our sole discretion, is considered material, we will notify you by contacting you through the email address provided associated with you Wealth Coaching Account. Your continued use of the Wellness Program constitutes your agreement to this Agreement and any future revisions or modifications.