4. Proprietary Materials. The Member agrees and acknowledges that all books, tapes, videos, brochures, and any other materials provided to or made available to the Member by the Company (collectively the “Materials”), and all trademarks, copyrights, patents, trade secrets, member directories and lists, know-how and any other proprietary information owned, held or licensed by the Company (collectively the “Proprietary Information”) whether contained or presented in the Materials or otherwise, shall remain the sole and exclusive property of the Company. To the extent that the Member creates, or authorizes the creation of, any copyrightable derivative works based upon the Materials, or the Proprietary Information the Company shall be the owner of such derivative works, and the Member shall execute such documents as may be necessary, or requested by the Company, to confirm the Company’s rights therein.
(a) The Member acknowledges and agrees that the Member shall not acquire any ownership right or interest in or to the Proprietary Information and/or Materials by virtue of this Agreement or otherwise and any right to use the Materials or the Proprietary Information, shall be non-exclusive, non-transferable, and shall immediately end at the termination of this Agreement and/or expiration of the Term.
(b) The Member further agrees that the Member shall not, during the term of this Agreement or thereafter, copy, duplicate, and/or distribute the Materials or take any action to impair the Company’s ownership of, the validity of or the reputation of the Materials.
(c) Any unauthorized use of the Materials or the Proprietary information shall constitute a material breach of this Agreement. The terms and conditions of this Section 4, shall survive the termination of this Agreement.
5. Membership List. The Member agrees and acknowledges that any membership directory or list provided by the Company (“Membership List”) is proprietary to the Company and may only be utilized by the Member to contact other members solely for reasons pertaining to the programs and lectures of the Company. The Member agrees and acknowledges that the Membership List shall not be used or otherwise incorporated in any form of mass-mailing by or on behalf of the Member nor will the Membership List be used for any commercial purpose.
6. Term. The Term of this Agreement shall commence upon execution of this Agreement and shall expire on July 31, 2025, unless sooner terminated in accordance with the terms and conditions of this Agreement. The Term shall be automatically extended and renewed for a period of one (1) year from the end of the Term (“Renewal Date”) unless either the Member or the Company shall give written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Term or the Company provides notice to the Member of its denial of the Member’s continued membership in the Ed Slott’s Elite IRA Advisor Group℠ in accordance with Section 17 hereof. Subject to the termination provisions contained in herein, if this Agreement is renewed on the Renewal Date for an additional one (1) year period, it will automatically be renewed on the anniversary of the renewal date and each subsequent year thereafter (the “Annual Renewal Date”) for a period of one (1) year, unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to any Annual Renewal Date, in which case this Agreement will terminate on the Annual Renewal Date immediately following such notice. The Company will provide the Member with an invoice or Re-Enrollment Form for each such renewed Term specifying the Membership Fee which will replace the amounts identified in Section 1 above.