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NON-DISCLOSURE AGREEMENT

This agreement is made and entered into as of the last date signed below (the “effective date”) by and between The Aligner Intensive Fellowship©, a Missouri Limited Liability Company (“Disclosing Party”) and (“Recipient”).

WHEREAS The Aligner Intensive Fellowship © and {Name} (collectively referred to as the “Parties”) have an interest in participating in discussions wherein the Disclosing Party might share information with the Recipient that the Disclosing Party considers to be proprietary and confidential.

NOW, THEREFORE, the Parties agree as follows:  

1. Confidential Information. “Confidential information” shall include all confidential information or confidential material that is disclosed to the Recipient by the Disclosing Party that has commercial value or other utility in the business of the Disclosing Party. Confidential information includes but is not limited to (1) copyrighted materials such as learning materials, videos, PowerPoint presentations, pictures, any and all financial, technical, commercial, or other information, records, reports, analyses, financial statements, compilations, studies, forms, business or management methods, marketing data, fee schedules, information technology systems and programs, projections, forecasts, and trade secrets; (2) client lists, contacts, personnel, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, and other related information. All intellectual property, including any copyrighted materials owned by the Disclosing Party, will not be replicated, sold, or distributed by the Recipient. All “confidential information” shared by the Disclosing party will be for the personal use only of the Recipient.

2. Confidentiality Period. When informed of the proprietary and confidential nature of confidential information that has been disclosed by the Disclosing Party, the Recipient shall, for a period of five (5) years from the date of disclosure, refrain from disclosing such confidential information to any third party without prior, written approval from the Disclosing Party and shall protect such Confidential Information from inadvertent disclosure to a third party. The Recipient of confidential information disclosed under this agreement shall promptly notify the Disclosing Party of any disclosure of such confidential information in violation of this agreement or any subpoena or other legal process requiring the production or disclosure of said confidential information.

3. Confidentiality And Non-Use Obligations. All confidential information disclosed under this Agreement shall be and remain the property of the Disclosing Party, and nothing contained in this agreement shall be construed as granting or conferring any rights to such confidential information to the Recipient. The Recipient shall honor any request from the Disclosing Party to promptly return or destroy all copies of confidential information disclosed under this agreement and all notes related to such confidential information. The Parties agree that the Disclosing Party will suffer irreparable injury if its confidential information is made public, released to a third party, or otherwise disclosed in breach of this agreement and that the Disclosing Party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach and, in the event of such breach, an award of actual and exemplary damages from any court of competent jurisdiction.

4. No Partnership. Nothing in this agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties.

5. Entire Agreement. This agreement contains the entire agreement between the Parties and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement.

6. Governing Law. This agreement and its performance shall be governed by the laws of the state of Missouri without regard to its conflict of laws provisions. The Parties consent and submit to the exclusive jurisdiction of St. Louis County, state of Missouri, in all questions and controversies arising out of this Agreement.

Billing Cycle. Billing Cycle. All Stripe accounts are automatically charged to their Stripe account on file. Billing periods typically begin on the day of the month in which customers purchase their The Aligner Intensive Fellowship LLC subscription. The Aligner Intensive Fellowship LLC will not prorate any portion of unused subscription services. All subscription fees are nonrefundable. If the Stripe payment is declined, The Aligner Intensive Fellowship LLC will attempt to charge the account on file for 30 days. Late Fee: All accounts more than 30 days past due may be assessed a late fee. No fewer than three attempts to contact the customer will be made before any late fee is assessed. Delinquent Accounts: All accounts 30 days past due may be disabled until balances are paid in full. When disabled, all access will be suspended, and data will be unavailable. Deactivation: After an account is delinquent 60 days, it will be cancelled due to non-payment. Once cancelled, the customer will not be able to recover any files until the account is current. Application data will be stored for 90 days post-cancellation. After that, application data will not be available. The account record and delinquent balance will be submitted to a third-party collection service.

Fees. Late Fee: The Aligner Intensive Fellowship LLC may assess a $15.00 late fee for accounts 30 days past due. Collections Fee: If an account is submitted to a third-party collections service, a $15.00 processing fee may be assessed to the existing account balance. This fee is in addition to any other fees previously assessed on the account. Interest: Any charges not paid when due are subject to interest at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.

Billing Disputes.  As a current or prior customer of The Aligner Intensive Fellowship LLC, each customer agrees to provide The Aligner Intensive Fellowship LLC 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. The Aligner Intensive Fellowship LLC must be the first option in billing disputes. Should The Aligner Intensive Fellowship LLC receive a chargeback from a third-party credit/debit card company or PayPal on the customer's behalf before The Aligner Intensive Fellowship LLC has been given a chance to resolve the issue, The Aligner Intensive Fellowship LLC has the right to collect on the rendered services and any fees associated with those disputes. Regardless of the outcome of the chargeback, The Aligner Intensive Fellowship LLC retains the right to collect on any rendered services or fees that are due. We will submit any disputed amounts to a collection agency. Once a chargeback has been received, The Aligner Intensive Fellowship LLC will suspend the account until the matter is resolved.

Refunds. Subscription and Service fees are nonrefundable.