Pro Athlete Direct™

PARTICIPANT AGREEMENT By Entering this Pro Athlete Direct™ Membership Site, You Accept the Following Agreement:

This Agreement is made by and between the undersigned participant, hereinafter referred to as the participant (Participant), in Athlete Connect University, (the “Training”) and Pro Athlete Direct™ (the “Company”).

In the course of the “Training”, the “Company” will disclose confidential information, proprietary tactics and strategies, to the Participant. For the good and valuable consideration of the “Company” making such confidential information available to the Participant, the receipt and sufficiency of which is hereby acknowledged, the Participant agrees as follows:

1. As used in this Agreement, the term Materials means all information, including but not limited to, technical or business information furnished by “Company” to the Participant, regardless of whether such information is in written, oral, electronic, or other form. Such Materials may include without limitation, software, data, database documentation, diagrams, designs, product content, marketing materials, trade secrets, know-how, inventions, technical data or specifications, formats, and testing methods.

2. The Participant agrees that it shall:
            (a) maintain all Materials in strict confidence.
            (b) use the Materials solely in their own business, and shall not disclose the Materials in any manner or form to any one other than as stipulated under this Agreement: and

            (c) make best efforts to secure and protect all Materials from disclosure, taking at least the same care that it would take for its own confidential information. 

3. The obligations of the Participant under Section 2 above shall not apply to the extent that the Participant can demonstrate that certain Material:
            (a) was in the public domain prior to the time of its disclosure under this Agreement;
            (b) entered the public domain after the time of its disclosure under this Agreement through means other than an unauthorized disclosure resulting from an act or omission by the Participant:
            (c) is or was independently developed or discovered by the Participant without reference to or use of the Material;
            (d) is or was disclosed to the Participant at any time, whether prior to or after the time of its disclosure under this Agreement, by a third party having no fiduciary relationship with the Disclosing Party and having no obligation of confidentiality with respect to such Material; or
            (e) is required to be disclosed to comply with applicable laws or regulations, or with a court or
            administrative order, provided that the Disclosing Party receives prior written notice of such disclosure and that the Participant takes all reasonable and lawful actions to obtain confidential treatment for such disclosure and, if possible, to minimize the extent of such disclosure.

4. The Participant agrees that it shall not reproduce, derivate, modify, reverse engineer. display, or transmit the Materials, except the Participant may allow its employees that are involved in the work among the two parties to reproduce the Materials only to the extent necessary to effect the purposes set forth in this Agreement, with all such reproductions being considered.

5. The Participant acknowledges that the “Company” has ownership of the Materials and all patent, copyright, trademark, trade secret, and other intellectual property rights in, or arising from, the Materials. No option, license or conveyance of such rights to the Participant is granted or implied under this Agreement. IT IS UNDERSTOOD AND AGREED THAT THE “COMPANY” RETAINS OWNERSHIP OF ALL MATERIALS, DISTRIBUTED TO “PARTICIPANT.” INCLUDING BUT NOT LIMITED TO HANDOUTS. AS WELL AS ALL OTHER MATERIALS, INCLUDING MATERIALS THAT THE “PARTICIPANT” IS PERMITTED TO TAKE WITH THEM, AND ARE ONLY DISTRIBUTED TO “PARTICIPANT” AS A CONVENIENCE. SAID MATERIALS CANNOT BE SOLD, GIVEN AWAY OR DISCLOSED TO THIRD PARTIES. AND MUST BE RETURNED UPON REQUEST.

6. In the event the “Company” terminates this Agreement due to a breach by the Participant or the earlier request of “Company”, the Participant shall immediately cease using the Materials and return to Publisher all originals, copies, summaries, and other tangible-both physical and electronic manifestations of Materials in the possession or control of the Participant. The obligations of the Participant under this Agreement shall remain in effect in perpetuity after expiration or termination of this Agreement.

7. The Participant agrees that any breach of its obligations under this Agreement will cause irreparable harm to “Company”. Therefore, in addition to any remedies available at law, “Company” shall have the right to seek equitable relief to enforce this Agreement without the necessity of posting a bond. Any provision of this Agreement found to be invalid, unenforceable, or prohibited by law shall be ineffective only to the extent of such invalidity or unenforceability without invalidating the rest of this Agreement.

8. I understand that the training, at times, will be recorded. I give permission to use image/audio recordings or video recordings of my attendance in participation in Pro Athlete Direct™ and the the Athlete Connect University and related trainings to be used by Pro Athlete Direct™, Athlete Connect University and/or their assignees for promotional and/or training purposes. 
It Is Further Acknowledged And Agreed:

9. This Agreement shall be governed pursuant to the laws of Washington and the City, State and Country of the Company, which is Seattle, Washington U.S.A. and any dispute arising under this Agreement shall be resolved solely in the Courts of the City, State and Country of the Company, which is Seattle, Washington, USA. without regard to the conflicts of law principles thereof and with each party submitting to the jurisdiction and venue of such court and the undersigned participant designating itself, as its agent for service of process in any such action. The undersigned participant agrees to accept any and all notice or notices, including but not limited to, service of legal documents and pleadings, by mail.

10. The Company are not responsible in any manner for any potential or actual loss resulting in the use of the information presented. The content of this training is for informational purposes. No promise or guarantee of income or results is implied or suggested.

This agreement constitutes the entire agreement of the parties and may only be amended in writing.

Pro Athlete Direct™ | 2470 Westlake Avenue North, Suite 102 | Seattle, Washington 98109 USA | 877-979-7223

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