Online Guide

PURCHASE AGREEMENT

1. Background

This Purchase Agreement (“Agreement”) governs the purchase by you (“You” or “Buyer”) from Nuevo Camino Ventures LLC, a Texas limited liability company (“Seller”), of a limited license to access and use the El Salvador Relocation Guide (the “Guide”). As a condition precedent to purchase, Buyer agrees to read, understand, and be legally bound by this Agreement. The consideration exchanged is a limited license to access proprietary information contained within the Guide.

2. License to Use the Guide

2.01 Grant of License

Seller grants Buyer a nonexclusive, nontransferable, nonsublicensable, revocable, limited license to access and use one digital copy of the Guide for personal, noncommercial use only. This license does not include any other Seller guides, courses, tours, or services. If Seller should ever shut down its business operations permanently, and Buyer is a licensee in good standing at the time of cessation, Seller shall make available to Buyer a downloadable copy of the Guide.

2.02 Ownership of Intellectual Property

The Guide and all related copyrights, trademarks, trade secrets, and proprietary rights are owned exclusively by Seller. Buyer acquires no ownership rights or rights to create derivative or competing works.

2.03 Confidentiality and Use Restrictions

You agree that you shall not do any of the following:

  • Copy, reproduce, summarize, distribute, publish, or create derivative works from the Guide.
  • Share, sell, gift, loan, or otherwise make the Guide available to any third party.
  • Upload or store the Guide in any shared or publicly accessible location.
  • Use the Guide to develop competing content, products, or services.
  • Remove watermarks, metadata, or identifying information.
  • Circumvent any digital rights management (DRM) or security features.

2.04 Destruction Upon Demand

Upon termination or breach, Buyer must immediately destroy all copies of the Guide and provide Seller with a sworn Affidavit of Destruction within seven (7) business days.

2.05 Cooperation in Enforcement

Buyer agrees to cooperate fully with Seller in any enforcement action, including providing testimony, documents, and assistance.

3. Restrictions on Competition

3.01 Noncompetition Covenant

You agree that you shall not:

  • Engage in any business or service that competes with Seller’s relocation-related guides, consulting, tours, or informational products.
  • Create, publish, or sell any relocation guide, course, checklist, consulting service, or informational product related to El Salvador or any country in which Seller operates.
  • Assist, advise, consult, or collaborate with any person or entity engaged in competing activities.
  • Use the Guide to develop competing content, services, or products.

3.02 Geographic Scope

Because Seller’s business is global, Buyer agrees that this noncompetition covenant applies worldwide.

3.03 Safe Harbor

Nothing in this Agreement prohibits Buyer from working for a business that does not compete with Seller.

4. Nondisclosure of Confidential Information

Buyer shall not disclose, use, or permit the use of any confidential or proprietary information obtained from Seller, including the contents of the Guide, Seller’s business methods, customer lists, pricing, strategies, or unpublished insights. This obligation survives termination perpetually.

5. Digital Security and Anti-Circumvention

  • Attempt to bypass DRM or security features.
  • Share screenshots, excerpts, or summaries of the Guide.
  • Use automated tools to scrape, extract, or copy content.
  • Any such action constitutes a material breach.

6. Remedies

6.01 Injunctive Relief

Buyer acknowledges that breach of this Agreement will cause irreparable harm and agrees that Seller is entitled to immediate injunctive relief without posting bond.

6.02 Liquidated Damages

For each breach involving unauthorized distribution, copying, or competitive use of the Guide, Buyer agrees to liquidated damages of $150,000 per violation, representing a reasonable estimate of Seller’s losses and enforcement costs.

6.03 Additional Remedies

  • Actual damages
  • Statutory copyright damages
  • Attorneys’ fees
  • Criminal referral for willful infringement

7. Indemnification

Buyer agrees to indemnify, defend, and hold Seller harmless from all losses, claims, damages, and expenses (including attorneys’ fees) arising from Buyer’s breach or misuse of the Guide.

8. Governing Law, Venue, and Arbitration

This Agreement is governed by the laws of the State of Texas and applicable federal law. Seller may seek injunctive relief in any court of competent jurisdiction. Buyer agrees that any claim brought by Buyer shall be resolved exclusively through confidential binding arbitration in Travis County, Texas, under the Commercial Rules of the American Arbitration Association. Claims may not be aggregated or brought as part of a class action.

9. Assignability

Buyer may not assign or sublicense this Agreement. Seller may assign it to any successor entity.

10. Entire Agreement and Modifications

This Agreement constitutes the entire understanding between the parties and may only be modified in a writing signed by both parties.

11. Severability and Construction

If any provision is held invalid, the remainder shall remain enforceable. This Agreement shall be interpreted according to its plain meaning and not against the drafter.