InkWell retains all rights, title, interest and ownership, of and all intellectual property rights with respect to the Services.  InkWell may provide materials to Client and its Participants including but not limited to information, notes, recordings, chats, analyses, courses, studies, videos, books, presentational materials and other aids, procedures, frameworks, techniques, operating methods, know-how, processes, formulas, source and object codes, data, improvements, plans, modifications, and/or derivative works and any other information which could reasonably be expected to benefit competitors of InkWell (collectively, “Pre-Existing Materials”).  Client understands that the Pre-Existing Materials that it receives are confidential and proprietary to InkWell, and shall not be sold, loaned, rented, given away, distributed, advertised for sale on the ‘Internet’ and/or through any other medium, and/or exploited in any manner.  InkWell hereby grants, subject to InkWell’s receipt of payment hereunder in accordance with the terms and conditions herein, to Client and/or its Participants a non-exclusive, non-transferrable, royalty-free, and limited license under InkWell’ intellectual rights in and to the Pre-Existing Materials to use solely for personal and individual use, and solely as so included in conjunction with the Services.  The commercial use, reproduction, transmission or distribution of any Pre-Existing Materials available through the Services without the prior written consent of InkWell is strictly prohibited.