NONDISCLOSURE AGREEMENT

THE FOLLOWING NONDISCLOSURE AGREEMENT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

READ THE FOLLOWING NONDISCLOSURE AGREEMENT CAREFULLY! BY CLICKING ON THE “ACCEPT” BUTTON AND/OR OTHERWISE SIGNING UP FOR AN ACCOUNT ON THE WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOUR SOLE RECOURSE SHALL BE TO DISCONTINUE USING THE WEBSITE.  

Nondisclosure. You agree that all professional sports picks packages, the contents thereof, and/or other items made available on I (the “Website”) are the sole property of [Five Consulting, LLC] (“Five Star Sports Picks Packages”). You acknowledge that Five Star Sports Picks Packages are provided for entertainment purposes only. By purchasing a Five Star Sports Picks Package and/or any other content made available through the Website, you agree not to use (directly or indirectly), disclose, duplicate, copy, transmit, or otherwise disseminate in any manner whatsoever any content provided within any Five Star Sports Picks Packages for your, or any third party’s, commercial use, or for any commercial purpose. In furtherance of the foregoing, you hereby agree to each of the following:

• You agree that you shall not disclose Five Star Sports Picks Packages (or any content provided therein) to any third party.
• You agree that you will take all reasonable measures to avoid unauthorized disclosure or commercial use of the Five Star Sports Picks Packages in order to prevent it from falling into the public domain or the possession of persons and/or entities other than those authorized by Five Consulting, LLC, which measures shall include the highest degree of care.
• You agree to promptly notify Five Consulting, LLC in writing (via email) of any misuse or misappropriation of Five Star Sports Picks Packages that may come to your attention, and to take all reasonable steps necessary to minimize potential or actual damages or losses to Five Consulting, LLC that may result from such unauthorized use or disclosure.
• You agree that in no event shall you publish, directly or indirectly, or cause or induce the publication of, any Five Star Sports Picks Packages, including, but not limited to, on social media, Telegram, Discord, WhatsApp, or any social media platform.
• You agree that you shall not reproduce, copy, distribute, sell, commercially exploit, or utilize in any manner whatsoever, any Five Star Sports Picks Packages (or any content provided therein).

Term. Your agreement to maintain the confidentiality Five Star Sports Picks Packages shall remain in full force and effect for a period of one (1) year following your receipt of the Five Star Sports Picks Packages.

Waiver. The failure or delay by Five Consulting, LLC to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles thereof.

Remedies.

1. Injunctive Relief: You agree that your obligations hereunder are necessary and reasonable in order to protect Five Consulting, LLC and Five Consulting, LLC’s legitimate business interests, and expressly agree that monetary damages would be inadequate to compensate Five Consulting, LLC for any breach (or threatened breach) of any covenant or agreement set forth herein. Accordingly, you agree and acknowledge that any such violation or threatened violation of this Agreement will cause irreparable injury to Five Consulting, LLC and that, in addition to any other remedies that may be available, in law, in equity, or otherwise, Five Consulting, LLC shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the requirement of having to furnish a bond or the necessity of proving actual damages, together with an award of attorney’s fees and expenses as may be incurred in order to enforce this Agreement. Such equitable remedies shall be cumulative and not exclusive, and shall be in addition to, and not in lieu or limitation of, any other remedy, including, without limitation, monetary damages, which Five Consulting, LLC may otherwise have under this Agreement.
2. Liquidated Damages: You agree that in the event you materially breach and/or fail to comply with the terms set forth in this Agreement, such material breach shall cause Five Consulting, LLC severe and substantial damage and loss of types and in amounts that are impossible to compute and/or ascertain with certainty as it relates to the determination of actual damages. You therefore agree that any breach (or threatened breach) of the foregoing confidentiality provisions (and/or any other terms set forth in this Agreement) shall be compensated by payment of the liquidated damages set forth herein, in addition to any and all equitable relief to which Five Consulting, LLC may be entitled (including, without limitation, injunctive relief, specific performance, etc.). You represent and acknowledge that the liquidated damages set forth herein constitute a fair, reasonable, and appropriate estimate thereof. Accordingly, you agree that for each violation of this Agreement, you shall pay the sum of Fifty Thousand Dollars (USD $50,000.00) per violation as liquidated damages. You acknowledge such liquidated damages are intended to represent estimated and actual damages and are not intended to be a penalty or punishment. In the event that the foregoing “liquidated damages” shall be deemed unenforceable by a court of law, you understands that you shall be held liable for any and all damages suffered by Five Consulting, LLC.

Severability. If any provision of this Agreement, or the application thereof to any person(s) or circumstance(s) is, to any extent, deemed invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall be enforced to the greatest extent permitted by law, and shall not affect the validity or enforceability of the other provisions contained in this Agreement, and the remainder of this Agreement shall not be affected thereby.

Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding the subject matter herein and supersedes all previous understandings, agreements, communications, and representations, whether oral or written, concerning the disclosure and treatment of Five Star Sports Picks Packages to which this Agreement relates.  Five Consulting, LLC reserves the right to modify this Agreement at any time; in such event, you will be provided written notice of such change. You acknowledge that it shall be your sole responsibility to review any changes made to this Agreement. If you do not agree to be bound by any such changes made to this Agreement, your sole recourse shall be to discontinue using the Website. All other terms governing your use and access to the Website may be found at https://fivestarsignups.com/terms-of-service/.