TERMS & CONDITIONS
PDI TERMS AND CONDITIONS
CONFIDENTIALITY AND NON-COMPETE AGREEMENT(S)
PLEASE NOTE: THIS AGREEMENT IS NOT APPLICABLE TO BUSINESSES
ESTABLISHED PRIOR TO JOINING "Purpose Development Institue™"
These Terms and Conditions, Confidentiality and Non-Compete Agreements (collectively, the "Agreements”) are entered into between PDI, LLC (“PDI” or the “Company”) and anyone that will be representing, collaborating, speaking or receiving compensation as an Employee, Contractor, Leader, Member, Associate, Speaker, Trainer, Coach or in any other capacity (the “Contractor”), that may have access to, generate or otherwise come into contact with proprietary and/or confidential information of PDI or its clients and members. PDI seeks to clarify the terms of these Agreements should either party continue or terminate the relationship.
In consideration of the promises and mutual covenants herein, and in consideration of the continued relationship, the Parties agree as follows:
1. Trademarks. Purpose Development Institue™ is a trademark of PDI, LLC, registered in the U.S. Purpose Development Institue™ trademarks may not be used in connection with any product or service that is not Purpose Development Institue™, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Purpose Development Institue™ and its members. All other trademarks not owned by The Purpose Development Institue™ that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Purpose Development Institue™.
2. Website. These terms shall govern your use of , (the “Website(s)), including all pages within this website. By using this Website, you expressly accept all terms and conditions contained herein in full. You must not use the abovementioned website, if you have any objection to any of these Terms and Conditions. This Website is not for use by any minors (defined as those who are not at least 18 years of age), and you must not use this Website if you are a minor.
a. Intellectual Property Rights. Other than content you own, which you may have opted to include on this Website, under these Terms, Purpose Development Institue™ and/or its licensors own all rights to the intellectual property and material contained in this Website, and all such rights are reserved.
b. Limited License. You are granted a limited license only, subject to the restrictions provided in these Terms, for purposes of viewing the material contained on this Website.
c. Restrictions. You are expressly and emphatically restricted from all the following:
i. publishing any Website material in any media;
ii. selling, sublicensing and/or otherwise commercializing any Website material;
iii. publicly performing and/or showing any Website material;
iv. using this Website in any way that is, or may be, damaging to the Website;
v. using this Website in any way that impacts user access to the Website;
vi. using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
vii. engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;
viii. using this Website to engage in any advertising or marketing;
ix. Certain areas of this Website are restricted from access by you and Purpose Development Institue™ may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion. Any user ID and password you may have for this Website are confidential and you must maintain confidentiality of such information.
d. No Refund. This Website is provided “as is,” with all faults, and Purpose Development Institue™ makes no express or implied representations or refunds, of any kind related to this Website or the materials contained on this Website. Additionally, nothing contained on this Website shall be construed as providing consult or advice to you.
e. Payment Plan. Purpose Development Institue™ offers a yearly payment plan to meet the annual program amount. Any Contractor that takes advantage of the payment plan and does not complete the payment arrangements will be prosecuted to the full extent of the law.
3. Non-Compete Agreement. Contractor covenants that during their association with the Company and for a period of an additional year, or the longest period of time allowed by state law, after said relationship is ended for any reason, including, but not limited to the termination of their association due to inadequate performance or resignation:
a. Contractor will not engage in, own, control, or be employed by any firm or corporation that is engaged in a venture or business substantially like or in competition with the Company, without the full knowledge or entering into a Collaboration Agreement with Purpose Development Institue™ LLC;
b. Contractor shall not induce, directly or indirectly, any other members of the Company to terminate their relationship with PDI or to promote their own company/personal ideas to include, but not limited to speaking engagements, conferences and life coaching without an executed Collaboration Agreement with Purpose Development Institue™ LLC;
c. Contractor shall not solicit/referee the business of any client of the company without an executed Collaboration Agreement with Purpose Development Institue™ LLC.
d. This Agreement does not apply to Contractors whose businesses were established before their involvement with Purpose Development Institue™ LLC. Should said Contractors endeavor to sell their services or products to other members of PDI or on its platforms, Contractors agree to communicate with PDI and to negotiate, in good faith, a Collaboration Agreement with its principals.
4. Confidentiality Agreement. Contractor shall not, without written consent, share or use any information relating to the Company that has not been previously released publicly, including but not limited to, patent and patent applications, trade secrets, proprietary and confidential information, designs, inventions, research, development, design details and specifications, engineering, and all related documentation to include financial information, financial plans, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties and any and all other information that Contractor reasonably should have known, was confidential.
5. Injunctive Relief. Contractor acknowledges that disclosure of any confidential information or beach of any of the noncompetitive covenants will give rise to irreparable injury to the Company and acknowledges that such injuries are not adequately compensable by damages and that injunctive relief against such breach is available as a legal remedy. Contractor agrees that these terms and conditions herein are necessary for the protection of the Company’s legitimate present and future business interests.
6. Binding Effect. These terms and conditions shall be abiding upon and inure to the benefit of the parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
7. Severability. If any provision of these terms and conditions is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.
8. Dispute Resolution. Any dispute arising out of or related to these terms and conditions that the parties are unable to resolve by themselves shall be settled by arbitration in the State of Georgia in accordance with the rules of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be final and binding. Judgment on a monetary award or enforcement of injunctive or specific performance relief granted by the arbitrator(s) may be entered in any court having jurisdiction over the matter.
9. Headings. The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision in the terms and conditions.
10. Amendment. These terms and conditions may be amended or modified only by a written agreement signed by all the parties.
11. Notices. Any notice or other communication given or made to any party under these terms and conditions shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that parties may subsequently designate by notice and shall be deemed given on the date of delivery.
12. Waiver. No party shall be deemed to have waived any provision of these terms and conditions or the exercise of any rights held under these terms and conditions unless such waiver is made expressly and in writing. Waiver by any Partner of a breach or violation of
any terms and conditions shall not constitute a waiver of any other subsequent breach or violation.
13. Confidentiality Agreement. Contractor shall not, without written consent, share or use any information relating to the Company that has not been previously publicly released including but not limited to patent and patent applications; trade secrets; proprietary and confidential information, designs, inventions, research, development, design details and specifications, engineering, and all related documentation; financial information, financial plans, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the Company provides regarding third parties; and any and all other information that Employee knew, or reasonably should have known, was confidential.
14. Limitation of Liability. In no event shall TRW, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of this Website, whether such liability is under contract, tort or otherwise, and PDI, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of this Website.
15. Indemnification. You hereby indemnify, to the fullest extent, PDI from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.
16. Severability. If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render these Terms unenforceable or invalid, and such provisions shall be deleted without affecting the remaining provisions herein.
17. Variation of Terms. Purpose Development Institue™ is permitted to revise these Terms at any time as it sees fit, and by using this Website you are expected to review such Terms on a regular basis to ensure you understand all terms and conditions governing use of this Website.
18. Assignment. Purpose Development Institue™ shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
19. Entire Agreement. These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between The Purpose Development Institue™ and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.
20. Governing Law & Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Georgia, and you submit to the non-exclusive jurisdiction of the state and federal courts located in Georgia for the resolution of any disputes.