NON-DISCLOSURE AND LIMITED USE AGREEMENT
1. Parties. This Non-Disclosure and Limited Use Agreement (the "Agreement") is entered into by and between KDS Capital Group LLC (“Disclosing Party”) and the individual or entity purchasing and receiving access to the Products (the "Receiving Party"). The Disclosing Party and Receiving Party are sometimes collectively referred to herein as the “Parties” and individually as a “Party.”
2. Purpose. The Parties acknowledge that Receiving Party’s purchase of and access to Products, including all digital courses and associated training materials, proprietary AI prompt templates, custom software tools, and community resources is for the purpose of learning AI content creation techniques ("the Purpose"). The Receiving Party acknowledges that access to the Products, the Course Materials, and the Community is limited to personal use only. The Receiving Party agrees to hold all Confidential Information in strict confidence pursuant to the terms of this Agreement.
3. Definitions.
"Confidential Information" shall mean all proprietary content, materials, and intellectual property that is provided by the Disclosing Party to the Receiving Party pursuant to the Purpose and all nonpublic information disclosed or made available by the Disclosing Party, whether in writing, orally, visually, or by access, including: course content, curriculum, lesson videos, modules, scripts, training data, methodologies, techniques, workflows, systems, processes, know-how, prompts and prompt libraries, templates, strategies, community posts and communications, private messages, Q&A, support materials, documentation, roadmaps, product plans, pricing, subscriber-only resources, and any credentials or access keys.
"Course Materials" means any and all materials made available by the Disclosing Party to the Receiving Party, including any updates or additions delivered during membership. The materials are presented as part of an educational program and community where lessons are continuously updated or added as AI technology evolves.
"Community" means the private online community created by the Disclosing Party for purchasers and members of the private creator community with step-by-step guidance and access to custom tools for approved promoters or members on a monthly subscription plan.
"Products" means any and all materials, content, tools, applications, software, courses, methodologies, designs, inventions, or other creations developed, produced, or provided by the Disclosing Party. This includes, but is not limited to, digital content, educational materials, proprietary software, and any enhancements, modifications, or derivative works thereof. The Products may include one or a combination of the following:
(a) The AI Blueprint – Real Techniques™ core course.
(b) Access to The Ultimate AI UGC Blueprint guide.
(c) The AI Blueprint Creative Suite.
(d) The AIB Growth Lab™
(e) Proprietary AI prompts and tools: Kessa Bot™, Plug and Play Prompts, Nano Banana Pro prompt configurations, and documented prompt engineering methods used within the products.
(f) Specialized AI techniques taught within the course materials, not limited to character creation, influencer development, AI podcasting, animation, lip syncing, and AI editing workflows.
3. Representations. The Receiving Party represents that Recipient is not a competitor developing or offering a substantially similar course, community, tool, or prompt library, Recipient will comply with applicable laws and platform terms, and all information provided for account access is accurate and kept current.
4. Ownership; Reservation of Rights. All right, title, and interest in and to the Course Materials, tools, prompts, and related content are owned by the Disclosing Party, and unauthorized reproduction, distribution, or use is prohibited . No license is granted except as expressly stated in this Agreement.
5. Access. Recipient acknowledges and agrees that accepting the terms of this Agreement is a condition precedent to being granted or retaining access to any Confidential Information, Course Materials, Community areas, or tool access. Recipient consents to reasonable monitoring of access patterns to detect unauthorized sharing, scraping, or bulk export. Upon reasonable suspicion of breach, Recipient shall cooperate in good faith with an investigation and provide relevant, non-privileged records evidencing compliance with the Agreement.
6. Personal, Limited Use. The Receiving Party receives a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access the Course Materials and Community solely for the Purpose during Recipient’s valid, paid membership or subscription term, as applicable or as expressly permitted by the Disclosing Party. The Receiving Party acquires no right to copy, reproduce, modify, distribute, sell, sublicense, reverse engineer, or create derivative works from the Product(s) or any portion thereof. Recipient shall use Confidential Information solely for the Purpose and shall not use it to develop, train, or enhance competing products, services, courses, tools, prompts, or communities; to offer competing services; or for any commercial purpose not expressly authorized in writing by the Disclosing Party.
7. Derived Materials; Prompts. Any notes, summaries, derivatives, screenshots, recordings, transcriptions, or exports made from or incorporating Confidential Information are themselves Confidential Information. Recipient shall not share or resell prompts, prompt libraries, or tool outputs that disclose or reconstruct the Disclosing Party’s methodologies or proprietary prompt engineering.
8. Standard of Care. The Receiving Party shall hold the Confidential Information in confidence and protect Confidential Information received pursuant to this Agreement by using the same standard of care which it uses to protect its own Confidential Information of a like nature, but no less than a reasonable degree of care, to prevent its unauthorized use, disclosure, dissemination, or publication. The Receiving Party agrees to implement access controls, avoid public posting or screen-sharing, and prevent scraping, bulk downloading, or exporting.
9. Restrictions on Use and Disclosure. The Receiving Party will only use the Confidential Information for the Purpose. The Receiving Party shall not disclose any Confidential Information to any third party or use any Confidential Information for the Receiving Party's own benefit or for the benefit of any third party without the Disclosing Party's prior written consent.
10. Specific Prohibitions. Recipient shall not, without prior written consent of the Disclosing Party:
(a) Copy, record, download (other than ephemeral, access-limited streaming), scrape, or otherwise reproduce Course Materials, Community content, or tools/prompts, except for limited, personal use necessary for the Purpose.
(b) Host, mirror, repost, publish, or distribute Course Materials or Community content on any platform or channel.
(c) Share access credentials, permit others to access via Recipient’s account, or circumvent access controls, seat limits, or subscription requirements.
(d) Reverse engineer, decompile, or disassemble any tool or attempt to derive its source, models, or underlying datasets.
(e) Use Confidential Information to solicit the Community or to create or promote a competing course, community, toolset, or prompt library.
(f) Use Confidential Information in violation of law or platform terms.
11. Intellectual Property. All intellectual property rights, including all copyrights, trademarks, trade secrets, proprietary methods, processes, software, applications, prompts, training materials, documentation, and derivative works, whether registered or unregistered, related to or arising from the Product(s) are and remain the sole and exclusive property of the Disclosing Party. No ownership rights transfer to the Receiving Party under this Agreement. All rights not expressly granted are reserved by the Disclosing Party.
12. Exceptions to Confidential Information. This Agreement shall not impose any obligation upon the Receiving Party with respect to information which: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the possession of the Receiving Party prior to its receipt from the Disclosing Party; (c) is rightfully received by or becomes known to the Receiving Party from a source other than the Disclosing Party; (d) is disclosed with the prior written consent of the Disclosing Party; (e) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (f) is disclosed by the Disclosing Party to a third party without any duty of confidentiality.
13. Required Disclosures of Confidential Information. In the event that the Receiving Party is confronted with legal action to disclose any of the Confidential Information, the Receiving Party will, unless prohibited by applicable law, provide the Disclosing Party with prompt notice of such request so that the Disclosing Party may seek a protective order or other appropriate relief. In the event that such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information which it is legally required to provide.
14. Period of Confidentiality. The confidentiality obligations under this Agreement shall continue in perpetuity and shall survive any termination of Receiving Party’s access to the Products, theCourse Materials or the Community. Receiving Party acknowledges that the Confidential Information constitutes trade secrets whose value would be permanently diminished by unauthorized disclosure.
15. Destruction of Confidential Information. The Receiving Party shall promptly destroy all copies of Confidential Information at any time upon request by the Disclosing Party and confirm such destruction in writing within ten (10) calendar days of the request.
16. No Obligation; No Agency or Partnership. The Parties agree that neither the holding of discussions between the Parties nor the disclosure of Confidential Information hereunder shall be construed as an obligation to enter into any other business arrangement or agreement with the other Party. This Agreement does not create any agency, partnership or joint venture relationship between the Parties. Nothing in this Agreement prohibits the Parties from entering into agreements with any third parties or from developing, making and marketing products or services which may be similar to or competitive with the other Party's products or services.
17. Governing Law; Venue; Attorneys Fees. This Agreement shall be construed in accordance with the laws of the state of North Carolina excluding its conflict of law provisions. The Parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Charlotte, North Carolina. The Parties hereby consent to the exclusive personal jurisdiction of such courts, and waive any objection in any such action based on improper venue, inconvenient forum or similar grounds. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
18. Liquidated and Actual Damages. The parties agree that any breach of this Agreement causes irreparable and immediate harm.
(a) Immediate Termination. Upon any violation or breach of this Agreement, the Disclosing Party may immediately terminate Recipient’s access to the Community, Course Materials, and any Products, tools, or subscriptions, without refund.
(b) Injunctive Relief. The Disclosing Party may seek court-ordered injunctive relief (temporary, preliminary, and permanent) to stop further disclosure, misuse, or infringement, in addition to any other remedies at law or in equity.
(c) Financial Damages. The Disclosing Party may pursue financial recovery to compensate for losses arising from the breach, including actual damages, disgorgement of profits attributable to the breach, and reasonable attorneys’ fees and costs to the extent permitted.
(d) Contractual Damages. In recognition of the difficulty of quantifying harm from unauthorized disclosure or distribution, the parties agree that, at the Disclosing Party’s election, Recipient shall pay liquidated damages of $20,000 per unauthorized recipient, download, or distribution event, which the parties agree is a reasonable pre-estimate of harm and not a penalty, plus any provable additional actual damages exceeding that amount.
(e) Forfeiture of Promotional Benefits. If Recipient is a promoter or receives commission opportunities through the community, such promotional privileges may be revoked upon breach.
19. Other Remedies. The Disclosing Party may exercise any other remedy available at law or in equity, including specific performance and account suspension of related services.
20. Assignment. The Receiving Party may not assign, transfer, delegate, or sublicense this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the Disclosing Party. Any attempted assignment in violation of this section is void.
21. Entire Agreement. This Agreement constitutes the entire agreement concerning confidentiality and limited use with respect to the Course Materials, Community, Products and related tools, and supersedes all prior or contemporaneous understandings on those subjects.
22. Waiver; Severability. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party. If any provision of this Agreement is held invalid under any applicable law, such invalidity will not affect any other provision of this Agreement that can be given effect without the invalid provision.
23. Notices. All notices shall be in writing and delivered to the addresses below or as later updated by notice:
KDS Capital Group LLC
30 N Gould St Ste R,
Sheridan, WY 82801
24. Third-Party Platforms; Subscriptions. Recipient acknowledges that access may involve third-party platforms or subscription tools. Recipient agrees to comply with any additional terms applicable to such tools, and that termination for breach under this Agreement may include termination or suspension of related tool access.
25. Electronic Acceptance. By clicking “I Agree,” “Yes, I understand,” or completing payment for any Products, Receiving Party executes this Agreement electronically. This electronic acceptance has the same legal effect as a handwritten signature and becomes effective upon completion of purchase.
ACKNOWLEDGMENT
BY PURCHASING ANY PRODUCT(S), RECEIVING PARTY ACKNOWLEDGES READING THIS AGREEMENT, UNDERSTANDING ITS TERMS, AND AGREEING TO BE BOUND BY ALL CONFIDENTIALITY OBLIGATIONS CONTAINED HEREIN.
DISCLOSING PARTY: KDS Capital Group LLC
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