Effective Date: October 13, 2020

This Terms of Service Agreement (the “Terms” or “Agreement”) constitutes a binding agreement between you (“you” or “client”) and Mentora Institute LLC (“MI”, “we”, “us”, and “our”) with respect to your use of MI’s mobile platform Mentora®, MI’s website, and related MI sites, services, inventions, and proprietary content (collectively, “Mentora”).

Mentora consists of a proprietary educational system that provides the following learning tools: (i) educational courses and content for teaching personal leadership and management principles, (ii) methods of actually practicing leadership principles by presenting video facsimiles of real-world business and management challenges and recording with video the user’s responses to these challenges, (iii) secure distribution of the user’s recorded videos to a specified closed group of colleagues and supervisors who evaluate and provide constructive feedback to the user, and (iv) proprietary programs and algorithms for evaluating video responses and feedback, awarding badges, and determining steps for further learning and practical exercises at higher levels. Mentora also provides an online journal for bookmarks, notes, and questions, and a toolkit for reviewing principles, techniques, and expert guidance. Mentora utilizes MI’s invention Mentora®, which is a proprietary digital and asynchronous closed loop instructional media content distribution and feedback system. Mentora is provided to authorized users as a tool for practicing personal impact skills using role-play challenges and peer-to-peer feedback.

Before you continue using Mentora, it is important that you carefully review and accept the Terms.

1. Acceptance of Terms

By using or logging into Mentora, including its digital platform and website, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and MI that you will use Mentora only in a manner consistent with these Terms. Your use of Mentora is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use Mentora. We require that you be 13 years or older to use Mentora; if you are under 18 years old, you should not access or use Mentora without special written consent of MI and the permission of your parent or legal guardian.

2. Ownership and Use of Mentora

Mentora, including its digital platforms, websites, inventions, software, designs and content are owned, licensed, and/or operated by MI. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any content, videos, or materials on Mentora are expressly prohibited without the prior written permission of MI. MI grants you during the period of your authorized use of Mentora a non-exclusive, non-transferable, limited right to access, view, and, display information on Mentora for your personal, informational, educational, and noncommercial use only, but not to display to others, copy, distribute, or adapt such information.

3. Privacy Policy

The MI Privacy Policy is located here.  The terms and conditions of our privacy policy are incorporated into and considered part of these Terms as if fully set forth herein.  To the extent that these Terms are in conflict with the Privacy Policy, the Privacy Policy will prevail.

4. Conflicts with Other Agreements

Your use of Mentora may be pursuant to an agreement between MI and your employer.  If there are any conflicts between that agreement and these Terms, that agreement will prevail with respect to such conflicts.

5. Amendment of Terms; Termination

a. We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms on this page and update the Last Revised date set forth above. You are responsible for reviewing the Terms on Mentora and noting any changes which have been made to prior versions. To view prior versions of the Terms, you may email a request to [email protected].

b. This Agreement and your use of Mentora as provided for hereunder shall continue until terminated as provided herein. You agree that MI may at any time without notice to you: terminate this Agreement; suspend or terminate your use of Mentora; or terminate your account and delete any content stored in your account; and you agree that MI may take the foregoing actions for any reason, including if, in MI’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or may do so without cause.

c. Upon termination of this Agreement or termination or suspension of your use of Mentora, all rights and licenses granted by MI to you hereunder shall immediately terminate.
 

6. Password

When you register as a Mentora user, you may be asked to provide a password. You are the only person permitted to use this password to access and use Mentora including your account. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your password. You must notify MI immediately of any unauthorized use of your password, if you believe that your password is no longer confidential, or that an unauthorized person had access to your account. We reserve the right to require you to alter your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.

7. Information Provided by You

You need to register to use Mentora and provide information to MI. You agree that the information that you provide to us on registration and at other times, including information you provide when using or logging into Mentora, will be true and accurate. You also agree that you will ensure that this information is kept accurate and up to date. This is especially important with respect to your email address, since this is the primary way in which we will communicate with you about your account, your assignments, and your utilization of Mentora. You agree that MI may use such information subject to MI’s Privacy Policy for Mentora, which can be viewed here.

8. Prohibited Conduct

The following conduct is prohibited with respect to use of Mentora:

a. to use Mentora:

• for any unlawful purposes;

• to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;

• to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to MI; or

• to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;

b. to interfere with, harm or disrupt (or attempt to interfere with or disrupt) Mentora or servers or networks connected to Mentora, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of Mentora or networks connected to Mentora;

c. to access or attempt to access any information, documents or material that you are not authorized to access; or

d. to use any robot, spider, or other such programmatic or automatic device to obtain information from Mentora or otherwise monitor or copy any portion of Mentora.

9. Indemnity

You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the following: (i) your breach of your representations and warranties or any other Terms, (ii) your use of Mentora, (iii) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (iv) your participation in a Mentora group. Without limiting the foregoing, you agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys’ fees, made by any user or third party due to or arising out of your actions.

10. Warranties; Liability

10.1 Disclaimer of Warranties. Your use of Mentora is at your sole risk. Mentora is provided to you “as is” and on an “as available” basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of Mentora. We disclaim any warranties for any information or advice obtained through Mentora. We disclaim any warranties for services or goods received through Mentora or received through any links provided by Mentora, as well as for any information or advice received through any links provided through Mentora.

In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.

You understand and agree that you download or otherwise obtain material or data through the use of Mentora at your own discretion and risk and that you will be solely responsible for any damages to your computer system or smartphone, or loss of data that results from the download of such material or data.

10.2 Limitation of Liability. You agree that in no event shall MI be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if MI has been advised of the possibility of such damages), arising out of or in connection with Mentora or this Agreement or the inability to use Mentora (however arising, including negligence), arising out of or in connection with third-party transactions or arising out of or in connection with your use of Mentora, participation in or exclusion from Mentora groups and the actions of you or others in connection with Mentora. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, we have been paid by you or your employer for your pro rata use of Mentora in the twelve (12) months prior to the action giving rise to liability, and (b) $100.

10.3 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section 12 may not apply to you.

11. Interactions with MI and Third Parties

Your interactions, correspondence, or coaching or advisory sessions with MI personnel, contractors or other third parties found on our website or through Mentora, including delivery of services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such other party. You agree that MI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such parties on our website or located through the use of Mentora.

12. Trademarks, Copyrights, Patents, Proprietary Rights, and Nondisclosure of Confidential Information.

12.1 MI’s Trademarks. Mi’s registered and unregistered trademarks and service marks include without limitation the following: MENTORA INSTITUTE™, MENTORA® , INNER MASTERY. OUTER IMPACT.® , INSTITUTE FOR PERSONAL LEADERSHIP® , THE GREAT LEADERS STUDY™, and THE FIVE PILLARS OF PERSONAL LEADERSHIP℠. MI trademarks and service marks, and other MI logos, products and service names, are trademarks of Mentora Institute LLC (the “MI Trademarks”). Except as otherwise permitted by law, you agree not to display or use in any manner the MI Trademarks without MI’s prior written consent.

12.2 MI’s Copyrights. All original works of authorship used in Mentora are protected by copyright laws and may not be copied, adapted, distributed, or displayed without a written license from MI. Original and licensed MI works are protected by copyright and other laws and such works are continuously updated, modified, and replaced in Mentora. This shall serve as a copyright notice to you that such MI and other works are protected by US and international copyright laws as of the year they are accessed by you. All rights to these works are reserved. Infringements of these works will be prosecuted to the full extent permitted under law. Subject to the terms of the Privacy Policy, user-generated content on the Mentora app will be owned by MI, and may be permanently deleted by MI at any time.

12.3 Copyrights and Trademarks of Others. MI respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to Mentora to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please mail and email our Copyright Agent the following information: 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2. a description of the copyrighted work or other intellectual property that you claim has been infringed; 3. a description of where the material that you claim is infringing is located on the site; 4. your address, telephone number, and email address; 5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6. a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
Copyright Agent
c/o Slater Law
240 West 73rd Street, Suite 70
New York, NY 10023

By phone: 212-489-6500

By fax: 212-721-0716

By email: [email protected]

12.4 Proprietary Rights. You acknowledge and agree that Mentora contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in supplier and other information presented to you through Mentora is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by MI or its suppliers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Mentora or its content, in whole or in part.

12.5 Nondisclosure of Confidential Information. You acknowledge that your use of Mentora may provide you with access to certain proprietary materials, inventions, processes, trade secrets, and confidential information, which you agree to keep confidential and not disclose to anyone unless required to do so by law.

13. Disclosures; Violations

The use of Mentora under this Agreement is offered by Mentora Institute LLC, a New York limited liability company. Please report any violations of this Agreement by sending a notice of the violation to [email protected].

14. Dispute Resolution

14.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement or any actions or occurrences hereunder. In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to the American Arbitration Association (“AAA”) for final and binding arbitration. Nonetheless, legal action taken by MI to collect any fees (if any) and/or recover damages for, or obtain an injunction relating to Mentora, our digital platform or website operations, or intellectual property, shall not be submitted to arbitration except as otherwise agreed to in writing by MI. In addition, either you or MI may seek any interim or preliminary relief from a Court of competent jurisdiction in New York, New York necessary to protect the rights or property of you or MI pending the completion of arbitration.

14.2 Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation shall be submitted to final and binding arbitration before AAA pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in accordance with the procedures and regulations of AAA in effect at the time of filing of the demand for arbitration. The arbitration will take place in New York City and be conducted by a single, neutral arbitrator appointed in accordance with the applicable rules. To the extent permitted by the rules, the parties may appear at the arbitration by telephone or video link. The award of the arbitrator shall be enforceable according to the applicable laws of the state of New York, and may be entered as a judgment and enforced in any court of competent jurisdiction in any country. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.

15. Modifications

We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of Mentora with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of Mentora.

16. General

a. Entire Agreement

These Terms constitute the entire agreement between MI and you with respect to your use of Mentora including related services. MI’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms are invalid, you agree that the remainder of the Terms shall be enforceable.

b. Choice of Law and Venue

This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York, United States, without regard to its conflict of law provisions.

c. Assignment

You may not assign the Agreement and/or any of the rights or obligations contained herein. MI may freely assign this Agreement and the rights and obligations contained herein.

d. Notices

MI may notify you of certain events relating to Mentora, or your use of it. We may choose to notify you of these matters via a general notice on Mentora, including the digital platform (app) and website, email to your e-mail address on record in MI’s account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in MI’s account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of four days after mailing (ten days if sent by international airmail); if we sent you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to MI (such notice shall be deemed given when received and acknowledged by MI) at any time only by the following: email sent by confirmed delivery to the following email addresses: [email protected] and [email protected]; or letter delivered by nationally recognized overnight delivery service or certified mail, return receipt requested, addressed to MI at the following address: Attn: David M. Slater, General Counsel, Mentora Institute LLC, c/o Slater Law, 240 West 73rd Street, Suite 701, New York, NY 10023. The party receiving a notice by email has an obligation to immediately send an email back to the sender acknowledging receipt of the notice.

e. Limitation of Claims

You and MI each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Mentora or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.

f. No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and MI is intended or created by this Agreement.

g. No Waiver

MI’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.

h. Severance

If any provision of this Agreement is found to be invalid by arbitration or a court of competent jurisdiction, you and MI nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.

If you have any comments or questions about these Terms, Mentora, or related sites or services, please contact us by email at [email protected].