Mutual Non-Disclosure & Intellectual Property Agreement

The Parties wish to protect (a) certain confidential and proprietary information that may be disclosed between them in connection with the Client’s use of the Platform, and (b) the intellectual property rights of the Company in the Platform and all of its underlying technology, content, and assets.

“Confidential Information” means any non-public information disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the circumstances, including:

Disclosed by BetweenSets: the source code, object code, and architecture of the Platform; the design, structure, and user experience of the website and applications; features and functionality not visible to the public; proprietary programs, methodologies, and materials; pricing, business plans, and unreleased features; and any credentials or internal documentation.

Disclosed by the Client: personal information, health and fitness data, goals, performance metrics, payment information, and any other private information the Client provides.

Confidential Information does not include information that the Receiving Party can demonstrate: (a) was or became publicly known through no wrongful act of the Receiving Party; (b) was rightfully in its possession without confidentiality obligations before disclosure; (c) was rightfully received from a third party without breach of any obligation; or (d) was independently developed without use of the Disclosing Party’s Confidential Information.

The Receiving Party agrees to (a) hold the Disclosing Party’s Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it solely for the Client’s authorized use of the Platform; and (d) protect it with at least a reasonable degree of care.

The Platform — including all software, source code, databases, website, design, layout, user interface, “look and feel,” graphics, logos, trademarks, text, content, methodologies, documentation, and their arrangement (the “Company IP”) — is and remains the sole and exclusive property of the Company and its licensors, protected by copyright, trademark, trade secret, and other laws.

Nothing in this Agreement or in the Client’s use of the Platform transfers any ownership of, or right, title, or interest in, the Company IP, except the limited right to use the Platform in Section 6. Any feedback the Client provides may be used by the Company without obligation, and the Client assigns to the Company all rights in such feedback.

Subject to the Client’s compliance with this Agreement, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform for the Client’s own personal, non-commercial use. This license does not include any right to resell, redistribute, or commercially exploit the Platform or any Company IP.

The Client will not, and will not permit or assist any third party to:

• copy, reproduce, republish, distribute, or create derivative works from the Platform or Company IP, except as expressly permitted;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or structure of the Platform;
• scrape, crawl, or use automated means to extract data or content from the Platform;
• use the Platform to build, train, or benchmark a competing product, or to copy its features or design;
• remove or alter any proprietary notices, trademarks, or branding;
• share, sell, or transfer account credentials or paid content to any unauthorized person; or
• use the Platform or Confidential Information in any way that infringes the Company’s intellectual property rights.

This Agreement takes effect when the Client first accepts it or accesses the Platform and continues for as long as the Client uses the Platform. The confidentiality obligations in Sections 2–4 survive for three (3) years afterward; trade-secret obligations survive as long as the information remains a trade secret. The intellectual property provisions in Sections 5–7 survive indefinitely.

The Parties agree that a breach of the intellectual property and confidentiality provisions may cause irreparable harm for which monetary damages would be inadequate. The non-breaching Party is entitled to seek injunctive or equitable relief, in addition to any other remedies at law, without the requirement of posting a bond.

This Agreement, together with the Company’s Terms of Service and Privacy Policy, is the entire agreement between the Parties on its subject matter. The Company may update this Agreement from time to time; continued use of the Platform after changes take effect constitutes acceptance. If any provision is held unenforceable, the remainder stays in effect. The Client may not assign this Agreement without the Company’s consent; the Company may assign it freely. This Agreement is governed by the laws of the State of Texas.