Membership Agreement
This Membership Agreement (also referred to as “Agreement”) shall be between Reality Creation Coaching, LLC (“Provider”) and the party purchasing access to materials of the Provider (“Member”).
License Grant
During the active membership term, Provider grants to the Member a limited, revocable, non-exclusive, non-transferable license to access and use the materials provided by Provider (“Member Materials”) solely for the Member’s personal education and self-development purposes. It is expressly understood that no ownership rights over the Member Materials are transferred to the Member under this Agreement. This license is subject to the terms and conditions of this Membership Agreement and is contingent upon Member’s compliance with these terms.
Personal Review Only
The Member acknowledges that the Member Materials are provided solely for the Member’s personal education and self-development. The Member is permitted to view and take personal notes from the Member Materials. However, the Member agrees not to use the Member Materials for any commercial, professional, or revenue-generating purposes without the express written consent of the Provider.
No Copying or Derivatives
Member agrees not to download, copy, reproduce, record, transcribe, translate, adapt, modify, create derivative works from, or summarize the Member Materials, as defined herein, for any purpose other than personal review. This prohibition extends to all forms of media, including but not limited to digital, print, audio, and video formats. Any unauthorized use of the Member Materials constitutes a material breach of this Agreement and may subject the Member to legal action and damages.
Member acknowledges that any and all Member Materials are the copyright of Provider. This Agreement shall not be construed to grant an express or limited license to produce any copies or derivatives of the Provider’s copyrightable materials, including the Member Materials.
The Member agrees not to distribute, publish, post, resell, sublicense, gift, or otherwise make the Member Materials, or any portion thereof, available to any third party, including but not limited to clients, students, or online communities, whether for compensation or otherwise. This restriction is intended to protect the proprietary and confidential nature of the Member Materials, which are provided by Reality Creation Coaching, LLC for the Member’s personal education and self-development purposes only.
The Member agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover or directly access the source code or any underlying ideas or algorithms of any portions of the Member Materials, nor shall the Member attempt to recreate or replicate the structure, sequence, organization, curriculum design, exercises, frameworks, or tools contained within the Member Materials for the purpose of creating functionally similar or competing content. This prohibition includes, but is not limited to, any software, documents, formulas, and patterns included in or associated with the Member Materials.
Commercial Use Prohibited
The Member acknowledges and agrees that the Member Materials, as defined herein, are provided exclusively for the Member’s personal education and self-development. The Member shall not use, reference, or rely upon the Member Materials, directly or indirectly, in connection with the advertising, marketing, delivery, improvement, or development of any product or service. This prohibition includes, but is not limited to, coaching, consulting, courses, memberships, workshops, masterminds, retreats, books, or digital content, whether such offerings are provided for a fee or made available free of charge.
Competitive Use Restriction
The Member agrees not to use any Member Materials for the purpose of planning, launching, operating, supporting, teaching, or contributing to any service, program, course, membership, or coaching offering that competes directly or indirectly with the offerings of the Provider. This includes, but is not limited to, offerings that are substantially similar in topics, frameworks, sequencing, exercises, or promised outcomes to those provided by the Provider to the Member under this Agreement.
This restriction is intended to protect the proprietary and confidential nature of the Member Materials and the business interests of the Provider. The Member acknowledges that any violation of this provision may cause irreparable harm to the Provider for which monetary damages would be inadequate, and therefore, the Provider shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.
Attribution Not Permitted as a Work-Around
The Member acknowledges that simply citing Provider as the source of the Member Materials does not grant the Member any rights to engage in activities that are otherwise prohibited under this Agreement, including but not limited to reproduction, distribution, public display, or creation of derivative works of the Member Materials. The Member agrees to refrain from claiming any unauthorized use of the Member Materials as permissible on the grounds of attribution to the Provider.
Term of Restrictions
This Agreement imposes certain restrictions on the use of Member Materials provided by Provider to the Member during the term of the Member’s membership. Specifically, the Member is granted a review-only license to the Member Materials for the duration of their membership. This license is strictly limited to personal education and self-development purposes and expressly prohibits the use of Member Materials for any business, commercial, or competitive activities.
Upon termination or expiration of the Member’s membership, the Member agrees that the obligations to not use the Member Materials for any business, commercial, or competitive activities and to not replicate any Member Materials shall survive until the expiration of any copyright interest of the Provider or its successors in interest. The rights of this contract shall be assigned to the successor in interest of the Provider.
Injunctive Relief
In recognition of the fact that any breach by the Member of the obligations under this Membership Agreement, including but not limited to the unauthorized use or disclosure of Confidential Information or Member Materials, may cause Provider irreparable harm for which monetary damages alone may not be a sufficient remedy, the Member hereby agrees that Provider shall have the right to seek and obtain temporary, preliminary, and permanent injunctive relief against such breach or threatened breach, in addition to any other rights or remedies available at law or in equity, without the necessity of proving actual damages or that monetary damages would not afford an adequate remedy.
Disgorgement and Damages
In the event that the Member breaches any of their obligations under this Agreement, including but not limited to the unauthorized use or disclosure of Member Materials, the Provider shall have the right to seek enforcement of this Agreement through legal action. The Provider may seek disgorgement of any revenues or profits directly attributable to such breach. Additionally, the Provider may pursue statutory damages, where available under applicable law, and actual damages incurred as a result of the breach.
The Provider shall also be entitled to recover reasonable attorneys’ fees and the costs associated with the enforcement of this Agreement, to the extent permitted by the laws of South Carolina or the United States of America. This right to seek damages and enforcement costs is in addition to any other rights or remedies available to the Provider under this Agreement or applicable law.
Takedown Cooperation
In the event that any Member Materials or any content derived therefrom is found to infringe upon the intellectual property rights of any third party, or is otherwise in violation of any applicable law or regulation, the Member agrees to cooperate fully with the Provider and any affected third parties in the prompt removal of such infringing or derivative content. This cooperation includes, but is not limited to, the submission of or support in submitting takedown notices to the relevant platforms, hosts, or marketplaces where such content is made available.
The Member acknowledges that this cooperation is essential to protect the intellectual property rights of the Provider and to comply with the legal obligations under the jurisdiction of South Carolina, and any applicable federal laws.
No Partnership or Agency Created
This Membership Agreement does not create a partnership, joint venture, franchise, or agency relationship between Provider and the Member. The Member shall not have any right or authority to assume or create any obligation or responsibility on behalf of the Provider. This includes, but is not limited to, representing or binding the Provider in any manner or certifying others in the use of the Provider’s methods, frameworks, or materials, including the Member Materials, as defined herein.
Nothing in this Agreement shall be construed to grant the Member any rights, by license or otherwise, in any intellectual property, proprietary information, or trade secrets of the Provider, except as expressly permitted under this Agreement for the purpose of personal education and self-development.
Pre-existing Programs or Materials
This Membership Agreement acknowledges that the Member may have had, prior to joining, a clearly documented and independently developed program or material that is substantially similar to any portion of the Member Materials provided by Provider. In such cases, the Member is permitted to continue the use, development, and distribution of such pre-existing programs or materials, provided that:
The Member does not incorporate, add to, modify, or enhance the pre-existing programs or materials with any content, knowledge, or information derived from the Member Materials provided by the Provider.
The Member maintains clear and separate documentation to demonstrate the independent development and existence of such programs or materials prior to the commencement of the membership.
Any use, development, or distribution of the pre-existing programs or materials does not infringe upon the intellectual property rights of the Provider or any third party.
Should the Member wish to use any portion of the Member Materials in a manner that relates to the pre-existing programs or materials, the Member must first obtain written consent from the Provider. This consent will outline the terms and conditions under which such use is permitted to ensure compliance with this Membership Agreement and protection of the proprietary rights of the Provider.
In the event that the Member incorporates any Member Materials, in whole or in part, into pre-existing programs or materials without obtaining the Provider’s prior written consent as required herein, the Member agrees that the Provider’s damages shall be deemed to equal the total gross revenue generated by the Member from such pre-existing programs or materials from the date of first incorporation of any Member Materials. The Member acknowledges and agrees that this liquidated damages provision is fair and reasonable given the difficulty of calculating the precise contribution of the incorporated Member Materials to the Member’s revenue and the impracticality of segregating revenues attributable to the unauthorized use of such materials.
Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, United States of America.
Severability
If any provision of this Membership Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect to the maximum extent permitted by law. In the event that any provision is deemed unenforceable, the Parties agree that the court should endeavor to give effect to the Parties’ intentions as reflected in the provision to the greatest extent possible, and if necessary, replace the unenforceable provision with an enforceable provision that most closely approximates the intent and economic effect of the unenforceable provision. The invalidity or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
