This Participation Agreement (the “Agreement”) is made between This Naked Mind, LLC (“This Naked Mind” or the “Company”), and Participant (“Participant” or “You”). 

In order to protect you and safeguard your privacy during the Naked Mind Intensive Video Program, you agree to the following: 

As consideration for the Naked Mind Intensive Video Program, you agree to pay This Naked Mind the amount of five hundred and ninety-seven dollars ($597.00 USD) (“Naked Mind Intensive Video Program Fee”). 

You agree that the Naked Mind Intensive Video Program Fee is only refundable if you submit a written request to intensive@thisnakedmind.com within fourteen (14) calendar days of purchase. You represent and warrant that payment of the Naked Mind Intensive Video Program Fee will not place a significant financial burden on you or your family. 

A. You agree, at all times during the Naked Mind Intensive Video Program and thereafter, to hold in the strictest confidence, and not to use, except to the extent necessary to participate in the Naked Mind Intensive Video Program, and not to disclose to any person, firm, corporation, or other entity, any Confidential Information (as defined below) that you obtain or access from This Naked Mind. You further agree not to make copies of such Confidential Information except as authorized by This Naked Mind. 

B. You understand that “Confidential Information” means information and physical material not generally known or available outside This Naked Mind and information and physical material entrusted to This Naked Mind in confidence by third parties. Confidential Information includes, without limitation:

1. Technical data, trade secrets, know-how, research, product or service ideas or plans, ideas, software codes and designs, developments, inventions, sketchbooks, notebooks, workbooks, journals, processes, formulas, techniques, designs and drawings, videos, program methods and materials, or other business information disclosed to you by This Naked Mind either directly or indirectly, whether in writing, electronically, orally, or by observation. You agree Confidential Information includes all Naked Mind Intensive Video Program methods and materials in any format. 

C. Your agreements in this Section III are intended to be for the benefit of This Naked Mind and any third party that has entrusted information or physical material to This Naked Mind in confidence.

D. This Agreement is intended to supplement, and not to supersede, any rights this Naked Mind may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.

This Naked Mind is and shall be the sole and exclusive owner of all rights, titles, and interest in and to all This Naked Mind intellectual property and proprietary rights therein. 

1. You agree that “intellectual property” means all developments, concepts, methods, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable. You understand this includes, but is not limited to, all Naked Mind Intensive Video Program information, documents, videos, materials, titles, images, and logos. You agree you do not have the right to copy, modify, make derivative works of, use, sell, lease, rent, import, or otherwise distribute This Naked Mind’s intellectual property. 

You agree not to violate the privacy, personality, and publicity rights of the other participants in the Naked Mind Intensive Video Program by using or disclosing their personal information. You understand and agree “personal information” means any information relating to an identified or identifiable natural person, including but not limited to, name, date of birth, gender, address, contact details, username, demographic information, photographs, likeness, and voice recordings. 

You agree that This Naked Mind is not comprised of licensed medical professionals and the information presented in the Naked Mind Intensive Video Program is for informational and educational purposes only and is not intended to diagnose, treat, cure, or prevent any disease. The information in the Naked Mind Intensive Video Program is in no way intended as medical advice, substance abuse counseling, psychological counseling, or as a substitute for medical or any other professional counseling. The information should be used in conjunction with the guidance and care of your physician. Consult your physician before beginning this program as you would any medical, dietary, or fitness program. You agree your use of the information in the Naked Mind Intensive Video Program is at your own risk and that This Naked Mind does not guarantee results.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS NAKED MIND HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE NAKED MIND INTENSIVE VIDEO PROGRAM, NAKED MIND INTENSIVE VIDEO PROGRAM COURSE METHODS AND MATERIALS, THIS NAKED MIND PRODUCTS AND SERVICES, AND ANY OTHER SUBJECT MATTER OF THE AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION.

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL THIS NAKED MIND OR ANY OF ITS RELATED PARTIES BE LIABLE TO PARTICIPANT FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING BUT NOT LIMITED TO THE NAKED MIND INTENSIVE VIDEO PROGRAM, NAKED MIND INTENSIVE VIDEO PROGRAM METHODS AND MATERIALS, AND THIS NAKED MIND PRODUCTS AND SERVICES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THIS NAKED MIND OR ANY OF ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You agree to indemnify, defend, and hold harmless This Naked Mind (together with its agents, other independent contractors, stockholders, members, employees, directors, officers, and attorneys, collectively "Indemnified Parties”) from and against any and all losses or liabilities (including attorneys’ fees) you may suffer or incur as a result of your breach or alleged breach of the Agreement. 

This Agreement shall be governed by the internal substantive laws of the State of Colorado, without respect to its conflict of laws principles. By purchasing the Naked Mind Intensive Video Program, the parties consent to the jurisdiction of the State of Colorado. 

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS WE AND YOU HAVE AGAINST EACH OTHER ARE RESOLVED. SECTION XI CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT REQUIRES YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION AND LIMITS YOUR RIGHT TO SEEK RELIEF BY JURY TRIAL OR CLASS ACTION.

This section applies to any dispute EXCEPT IT DOESN’T INCLUDE A DISPUTE RELATING TO CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF REGARDING THE ENFORCEMENT OR VALIDITY OF YOUR OR THIS NAKED MIND’S INTELLECTUAL PROPERTY RIGHTS. The term “dispute” means any dispute, action, or other controversy between you and This Naked Mind concerning this Agreement, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law. 

A. Notice of Dispute

In the event of a dispute, you or This Naked Mind must give the other a Notice of Dispute, which is a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, and the relief requested. You must send any Notice of Dispute via email to: dispute@thisnakedmind.com. This Naked Mind will send any Notice of Dispute to you by U.S. Mail to your address if we have it, or otherwise to your email address. You and This Naked Mind will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date the Notice of Dispute is sent. After sixty (60) days, you or This Naked Mind may commence arbitration.

B. Binding Arbitration

If you and This Naked Mind don’t resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. The dispute shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in Denver, Colorado, and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Colorado law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party’s rights or property pending the completion of arbitration. Any and all legal, accounting, and other costs, fees, and expenses incurred by the prevailing party shall be borne by the non-prevailing party.

C. Prohibition of Class and Representative Actions and Non-Individual Actions

You and This Naked Mind agree that either may bring claims against the other only on an individual basis and not as part of any purported class or representative action or proceeding unless both you and This Naked Mind agree otherwise. The arbitrator may not consolidate or join more than one person’s or party’s claims and may not preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator may award relief (including monetary, injunctive and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s claim(s). Any relief awarded cannot affect other This Naked Mind customers. 

A. Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of This Naked Mind.

B. Sole Agreement. This Agreement, including the Exhibits hereto, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.

C. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice. 

D. Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Colorado, without giving effect to the principles of conflict of laws.

E. Severability. This Agreement shall constitute the entire agreement between you and This Naked Mind. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and This Naked Mind’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

F. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

G. Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

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