Terms & Conditions For Mentors

In order to be eligible to provide mentoring services, Mntors requires mentors to sign, and annually re-sign, our Terms and Conditions of Mntors Mentors Council Membership. By signing, they agree that they:

 

Have reviewed any agreements or policies to which they are subject and are permitted to join the Mntors’ Mentors Council;

 

Will decline to participate in any project that would violate those agreements or any obligations they may owe to third parties;

 

Will not provide confidential (including material non-public) information to mentees;

 

Will keep mentee interests and information confidential; and

 

Will immediately terminate any mentoring projects that move into subject matters they cannot discuss.

 

 

Last updated December 29, 2015

 

TERMS AND CONDITIONS OF MENTOR COUNCIL MEMBERSHIP

 

THIS IS A BINDING CONTRACT. PLEASE READ CAREFULLY AND SIGN BY ENTERING YOUR NAME AND TODAY’S DATE IN THE SPACE PROVIDED BELOW.

 

These terms and conditions of Mntors mentor council membership (Terms & Conditions”) in the Mntors, Inc. (the Mntors”) supersede all prior versions of the Terms & Conditions previously in effect between Mntors, Inc. and/or its subsidiaries and affiliates (collectively, Mntors”) and you. You agree that your use of any of Mntors’s websites and its social media platform, is subject to that website’s terms of use, except to the extent those terms conflict with these Terms & Conditions, in which case these Terms & Conditions shall control. The English version of these Terms and Conditions shall control over any translations.

 

OVERVIEW AND ACTIVITIES

 

The Mntors Mentors Councils are groups of professionals in various industries who give career mentorship and share career insights with students and job seekers (Mentees”).

 

Mntors provides opportunities for Council Members to participate in different types of mentoring projects (Projects”), such as telephone consultations and online webinars.

 

Council Members who qualify for Member Programs (described below) may be eligible to participate in additional types of Mentoring Projects, including long-term programs that require greater time commitments.

Additionally, Council Members may be eligible to participate in other non-Project activities and interactions through Mntors (Platform Activities”), such as:

receiving rewards for referring friends and colleagues to the Mntors Mentor Councils and Platform Activities;

posting webinars and other syndicated content through Mntors’s online marketplace and/or third party partner sites;

participating in online discussions with other Council Members and/or Mentees; and

engaging in other networking and educational opportunities.

 

MEMBERSHIP POLICIES

 

By signing these Terms & Conditions, you represent, that you have read the “Terms and Conditions” and represent that you are permitted to join the Mntors Mentor Councils. In particular, you confirm that you are not prohibited, or limited in any way, from participating in the Mntors Mentor Councils by any contract (e.g., employment, consulting, confidentiality, or non-disclosure agreements), your current employer’s policies or codes of conduct if you are employed, or any similar policies or obligations that limit your conduct in any way. Further, to the extent your ability to consult is limited in any way, you confirm that you have obtained all necessary consents or waivers (e.g., the consent of your employer, any company or organization for which you have consulted, or any affiliated academic or government organization) to participate as a Council Member. It is your responsibility to determine whether you are permitted to join the Mntors Mentor Councils. Mntors will actively work with you to obtain consent form your current employer.

 

As a Council Member, you acknowledge and agree to the following: (i) you are not an independent contractor of Mntors; (ii) you have no authority to act on behalf of Mntors; (iii) you are not eligible for any Mntors or Client employment benefits based on your participation in the Mentor Councils; (iv) you shall not identify any Client or Mntors as your employer; (v) you are joining the Mentor Councils in your individual capacity and not as a representative or on behalf of any other company or organization (such as past or present employers), except as otherwise agreed in writing between such organization and Mntors; and (vi) Mntors, in its sole discretion, may determine your eligibility for membership in the Mntors Mentor Councils.

If you are in any way unsure about your ability to comply with these Terms & Conditions, then you must decline to participate as a Council Member.

 

PARTICIPATION IN THE MNTORS MENTOR COUNCILS

 

At all times during your participation in the Councils, you agree to act in good faith, in a professional and workmanlike manner, to the best of your ability, and in accordance with these Terms & Conditions and applicable law. When engaging in Program or Platform Activity, you agree to abide by any obligations you may have that limit what you can discuss or the scope of your participation in the Mentor Councils.

 

YOU MUST DECLINE, OR DISCONTINUE PARTICIPATION IN, ANY PROJECT OR PLATFORM ACTIVITY THAT PRESENTS A CONFLICT OF INTEREST OR WOULD RESULT IN A VIOLATION OF APPLICABLE LAW, THESE TERMS & CONDITIONS, OR YOUR OBLIGATIONS TO PAST OR PRESENT EMPLOYERS OR ANY OTHER THIRD PARTY.

 

During the course of your participation in the Mentor Councils you SHALL NOT disclose confidential information, which includes:

Material, nonpublic information (MNPI), including MNPI related to any company, security, industry, or legislation;

Proprietary information, including trade secrets, copyrighted information, business information, belonging to past or present employers, companies for whom you have consulted, or any other third party;

Information that you have a duty or have agreed to keep confidential (e.g., by contract, fiduciary duty, etc.);

Information that was disclosed to you or to which you were permitted access under the assumption or expectation that you keep it confidential; and

Information you believe may be confidential.

Additionally, you will not disclose any information that you are otherwise prohibited from disclosing under applicable law or which might result in your breach of any regulatory, legal, ethical, or professional standard or rule.

 

You further agree to the following:

if you are an employee or director of a company, you will not (i) discuss or disclose any information about that company (such as its performance, strategy, processes, operations, or products), (ii) accept or engage in any Mentoring Programs or Platform Activities about that company, or (iii) mentor for any Client you reasonably believe to be engaging in activities of competitive nature of that company in each case without the express written consent of the company and Mntors;

if you are an auditor or former auditor, you will not consult about organizations that you or your employer currently audit or have audited in the last three years;

if you have worked in the accounting or finance department of a company within the last year, you will not discuss accounting or financial issues relating to that company or its affiliates;

if you are an employee or director of an entity issuing securities in an initial public offering (IPO) or that has made, or is the subject of, a tender offer, or an entity that has acted on behalf of such a company in connections with such tender offer, you will decline all Project invitations until the commencement of such offering or while the tender offer process is ongoing;

if you are a lawyer, you will not give legal advice in connection with a Mentoring Session or Platform Activity, and you do not establish an attorney-client relationship with Mentees through Mentoring Projects or Platform Activities;

You will not give investment advice, including without limitation, rating or recommending any security, providing advice as to the value of any security, or providing any advice regarding the advisability of investing in, purchasing, or selling any security; and

You will not accept any compensation other than that provided through Mntors Platform for your career mentoring service performed for Mentees without first obtaining the express written consent of Mntors.

Additionally, note that most current government officials and government agency officials worldwide are ineligible to participate in the Mntors Mentor Councils. If you are one of the few Council Members who are an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.), or any political party, party official, or candidate for political office you agree not to discuss legislation, regulation, policy, contracts, or other business that you are in a position to vote upon or otherwise influence. Further, you agree to notify Mntors if you become an elected official, candidate for political office, or employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, public international organization, or political party.

Mntors will, from time to time, inform you of additional rules that you are required to observe and specific topics that you are not permitted to discuss. You agree to observe these rules and any limitations we place on what you can discuss.

You represent that you have not been:

accused or convicted of, plead guilty to, or admitted committing, a felony or any offense involving dishonesty or deception (e.g., theft, fraud, etc.);

sued for theft of corporate assets, fraud, breach of a confidentiality or non-disclosure agreement, breach of fiduciary duty, or any similar action;

subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory organization, such as the SEC or FINRA, relating to a violation of securities laws or an accusation of civil or criminal fraud or deceptive practices; or

named on the Excluded Parties List System (now consolidated at SAM.gov) maintained by the U.S. General Services Administration, the Specially Designated Nationals list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control, or any other similar list maintained by the U.S. or other nation or NGO.

While Mntors reserves the right to verify this independently you agree to notify Mntors immediately if your status changes with respect to any of these representations.

 

IF YOU BECOME CONCERNED WITH THE NATURE OF ANY INQUIRY OR MENTORING PROJECT BY A CLIENT, A CLIENT ATTEMPTS TO INFLUENCE YOUR DECISIONS (E.G., WHAT DEVICES OR SERVICES TO USE) IN ANY WAY, OR A CLIENT IS MARKETING PRODUCTS OR SERVICES TO YOU RATHER THAN SEEKING CAREER ADVICE, YOU MUST DISCONTINUE YOUR PARTICIPATION AND NOTIFY MNTORS IMMEDIATELY BY EMAILING contact@mntors.com. To encourage you to err on the side of caution during your participation in the Mntors Mentor Councils, in the event you discontinue a Mentoring Project in order to comply with these Terms & Conditions and promptly notify Mntors as described above, you may submit a payment request for the full time you set aside for the consultation. You agree to cooperate fully in any Mntors inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or any applicable law.

 

MNTORS MEMBER INFORMATION

 

You agree to provide Mntors with accurate and complete biographical information, including your current job status and at least two years of employment history, and to promptly update that information as it changes. Mntors may verify information provided by, or about, you.

 

Mntors or its Mentees may ask you for other information about yourself, including your ability, availability, or suitability to mentor on particular topics or in general. Collectively, such information about you, as well as any information in your Mntors Mentor Council Member Profile and any photographs or images you choose to add to your profile, are your Council Member Information.” While Mntors may revise Council Member Information on your behalf based upon information provided by you or other available sources, you are solely responsible for maintaining and updating your Council Member Information and ensuring its accuracy. You agree not to accept any Project or consult with any Client unless your Council Member Information is accurate, complete, and current. You understand that Mntors, Mentees, and Mntors’s third party partners are entitled to rely on your Council Member Information.

 

ASSIGNMENT, ACCEPTANCE & SCOPE OF MENTORING PROJECTS

 

Your participation in Mentoring Projects and Platform Activities is always at your discretion. Mntors makes no representation regarding the frequency, quantity, or type of invitations to Mentoring Projects or Platform Activities you will receive or in which you will be chosen to participate. Unless otherwise agreed in writing by Mntors or stated in any Project invitation, you will be compensated only for the time you spend interacting with Mentees on Mentoring Projects at your agreed rate. You will not be compensated for preparation time, wait time, or time set aside if a Mentoring Project with a Client does not occur. You may not assign Mentoring Projects or Platform Activities or delegate any portion of your work to others (including without limitation to any other employees of your firm) without Mntors’s prior written consent.

 

All interactions must be set up through Mntors or its systems. If a Client contacts you without having arranged the Mentoring Project through Mntors, and you consult with the Client, you are not eligible for payment from Mntors, even if the call is a follow-up to a recent Project that was arranged through Mntors. Mentees are not authorized to expand the scope of a Mentoring Project except to the extent Mntors has agreed otherwise in writing.

 

COMMUNICATION WITH NON-MNTORS MEMBERS

 

If, only with the written authorization of Mntors, you interact with a person who is not in the Mntors Members in connection with any Mentoring Project, you agree to advise such person that you are not seeking, and do not want, any confidential information, including material non-public information, and that he/she must comply with his/her existing obligations to any third parties, including past or present employers. Further, during these interactions the following conduct is strictly prohibited:

presenting yourself under false pretenses or pretexts;

describing yourself as working for or on behalf of Mntors;

identifying to such person the Client on whose behalf you are acting (you may disclose the type of client firm without identifying such Client by name);

hiring or engaging such person as an agent, subcontractor, or consultant without Mntors and the Client’s written consent;

soliciting information that you believe the person, if he/she were a Mntors Member, could not disclose under these Terms & Conditions; and

offering, giving, or attempting to give anything of value to anyone without Mntors and the Client’s written consent.

 

COMPLIANCE WITH ANTI-CORRUPTION LAWS

 

You acknowledge that you are aware of, and have received training on, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, as well as anti-corruption/anti-bribery laws in general, and commit yourself to abide by such laws. Therefore when performing work on behalf of Mntors or its Mentees you shall not offer, promise, or pay any money, gift, or any other thing of value to any person:

for the purpose of influencing official actions or decisions, while knowing or having reason to know that any portion of this money, gift or thing shall, directly or indirectly, be given, offered, or promised to (i) an employee, officer, or other person acting in an official capacity for any government (or its instrumentalities), government owned/controlled organization, enterprise or entity, or public international organization (e.g., WHO, World Bank, United Nations, etc.) or (ii) any political party, party official, or candidate for political office;

for the purpose of obtaining or retaining business or inducing any person to cease to act in good faith, impartially, or in accordance with a position of trust; or

to improperly induce such person to provide you with information.

 

NON-SOLICITATION OF MENTEES

 

Membership in the Mentors Councils is non-exclusive (unless you qualify for and are accepted into a tier or other program with an exclusivity component), and there is no minimum time commitment unless otherwise agreed in writing. As a condition to participation in the Mentors Councils, for Mentees to whom you are first introduced to through Mntors, for a period of one year from the most recent Mentoring Project with or introduction to such Client you agree not to knowingly solicit projects from or propose or agree to any kind of mentoring, advisory (including directorships), or employment arrangement with such Client, either directly or indirectly, without the written permission of Mntors. This provision does not prohibit you from being retained by a Client to provide legal advice. For a period of one year after the termination of your relationship with Mntors, you also agree not to knowingly solicit for employment any employee of Mntors or any Mentees to whom you were first introduced due to your Council Member status.

 

MEMBER PROGRAMS

 

Council Members who are enrolled in Member Programs may be eligible to participate in additional types of Projects, such as in-person or virtual meetings and events, written deliverables, and in-depth engagements. Council Members who are not enrolled in Member Programs are restricted to a limited number of telephone consultations and online webinars.

 

You acknowledge that Mntors in its sole discretion may determine your eligibility for any tiers of Member Programs or other programs that may exist from time to time. Certain tiers of Member Programs or other programs may require an additional written agreement, which supplements these Terms & Conditions.

 

 

COUNCIL MEMBER CONTENT

 

You represent that any materials, regardless of format, that you submit, upload to a Mntors website, or otherwise provide to a Client or to Mntors (collectively, Content”) is your intellectual property or you have obtained any necessary permissions or licenses to such Content. You are solely responsible for your Content, and you agree not to submit Content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms & Conditions.

 

Content Created For Client(s); Client Compliance

 

If a Client selects you for a Mentoring Project, Content you create in connection with that Project (Project Content”) is solely owned by the Client (e.g., as a work for hire”) and may be used by such Client for any purpose permitted under that Client’s agreement with Mntors, which may include reproduction, disclosure, transmission, publication, broadcast, and posting, unless otherwise agreed in writing by Mntors and the Client. Content you create independently of, or prior to, any Project (Retained Content”) remains your property and you retain all rights, title, and interest in and to such Retained Content; however, you grant the Client a perpetual, world-wide, royalty-free, and transferable license to use any Retained Content included in any Project Content. Without limiting the foregoing, you agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any Content you transmit to that Client for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information. Any inventions, discoveries or improvements that are based in full or in part on any Content and information you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned entirely by and shall be proprietary to the Client.

 

You further agree and acknowledge that Mntors’s Mentees may elect to record or transcribe your consultations or other interactions with them, and that any such recordings or transcriptions are owned by Mntors’s Mentees and may be used by such Client for any purpose permitted under that Client's agreement with Mntors. As part of their compliance protocols, some Mentees may have a professional (in addition to the Client user(s) you will speak with) chaperoning phone consultations and their presence may be announced or unannounced (i.e., you will not be notified) and may be active participants or silent on the phone consultations. By signing these Terms & Conditions you consent to consultations being chaperoned and recorded at Mntors Mentees’ election.

 

Other Content

 

Syndicated Content: You retain ownership to Content that you submit for sale or license to Mentees other than in connection with a Project (Syndicated Content”); however, you provide Mntors a limited license to market, promote and sell such Syndicated Content on its websites and otherwise, including by showing samples or limited portions of Syndicated Content to potential purchasers (including through third party partner websites), and to process Syndicated Content for use with Mntors’s automated search and suggestion systems.

 

Mntors Publications: Content that you submit for publication by Mntors (Publications”), other than Syndicated Content, shall be owned by Mntors and you shall retain no license to use such Content unless otherwise provided by Mntors in the terms of such Publication.

 

Recordings/Transcriptions: Mntors may invite you to participate in a Mentoring Project for which your image and/or voice may be recorded and/or transcribed ('Recordings') by Mntors or its agents, such as at a live meeting, webcast, conference call, conference, interview, or other event. You agree, notwithstanding anything else in these Terms & Conditions, that Mntors (or if applicable, the Client who records their Projects as facilitated by Mntors) owns such Recordings and has the exclusive right to attribute such Recordings to you and to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Recordings, in whole or in part, in original form or as edited or modified by Mntors, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

 

Content License: For all Content other than Project Content, Retained Content, Syndicated Content, and Recordings, you grant Mntors a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by Mntors, in all languages and forms, for any commercial or noncommercial purpose unless otherwise agreed in writing.

 

Content Release & Indemnification: You additionally release Mntors, and any and all persons acting under its permission or authority from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your Content. Further, you agree to indemnify, defend, and hold harmless Mntors and its Mentees from and against any third party claim that your Content or the use of your Content infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right.

 

PRIVACY POLICY

 

You agree that Mntors may collect, retain, and verify information about you, including but not limited to your Council Member Information, (your information”), and contact you by email, telephone, SMS, or otherwise, to process and administer details of your membership in the Mntors Mentor Councils, to provide you with opportunities to participate in Projects or other Platform Activity, to assist with required approvals and consents for Project participation, to comply with applicable laws and Client compliance policies, and to tell you about Mntors’s business. If you terminate your participation in the Mntors Mentor Councils, Mntors will use reasonable efforts to cease email and telephone contact with you. You agree that Mntors may also use and analyze your information to administer, support, improve, market, promote, and develop the business of Mntors, its affiliates, and their respective business partners while you are a Council Member and thereafter.

 

You agree that Mntors may disclose your information to Mentees and non-Client third parties for the purpose of promoting Mntors’s business, including without limitation by displaying such information on Mntors's websites, Mntors’s third party partner websites, print media, and other materials (collectively, Marketing Materials”). You may opt-out of this promotional use by contacting your Mntors Member Solutions Associate or through the opt-out tool located on your profile page. If you opt out of this promotional use or terminate your participation in the Mntors Mentor Councils, Mntors will use reasonable efforts to discontinue creating and distributing Marketing Materials that contain your information. Notwithstanding the foregoing, any such opt-out will not apply to your submissions of Syndicated Content or Publications, or participation in Mntors events. You agree that Mntors may disclose your information and your participation in the Mntors Mentor Councils to third parties, such as current and former employers and companies that you have provided services to or contracted with, for the purpose of verifying Council Member Information and/or confirming any consents or approvals you may need to participate in the Mntors Mentor Councils or in specific Project(s).

 

You agree that Mntors may disclose your information in response to legal process, to protect Mntors’s or a Client’s rights, as otherwise required by law, or for the prevention or detection of a crime or fraudulent conduct. If Mntors sells all or part of its company or enters into a partnership with another business entity, you agree that Mntors may disclose your information to its new business partners or owners who may then provide you with information about their products and services. You agree that Mntors may share your information with third parties to further the businesses of Mntors, its affiliates, and their respective business partners provided that each has agreed not to use such information to sell or market products or services to you without your prior consent. Mntors will not sell your information to third-party marketers or similar organizations. Whenever we share your information, we will always give due consideration to ensure that any disclosure does not cause any unwarranted prejudice to your privacy.

 

Our Mentees may be required, by law or their own compliance policies, to disclose certain details of your consulting, including your name and the amount you were paid (Required Client Disclosures”). You authorize Mntors to make Required Client Disclosures on behalf of and at the direction of Mentees and you agree to provide any additional information necessary to complete any Required Client Disclosures.

 

You agree that your information will be held by Mntors in the United States and may also be held and accessed by Mntors staff and third parties working for Mntors, or Mntors's subsidiaries and affiliates, inside and outside the United States. If your information is gathered outside the United States, you agree that it may be transferred to Mntors’s United States offices to be used for these purposes, and it may be transferred to and shared with any of Mntors's worldwide locations. You may request a full list of all subsidiaries and affiliates of Mntors, Inc.

 

You agree that Mntors may, if it so chooses, conduct a background check on you, including through a third-party service, seek to confirm your employment history and education credentials, as well as check for any criminal history. Mntors may also seek to verify the accuracy of the invoices you submit and confirm the substance of your discussions with Mentees. As it conducts background checks and other verifications, you agree to cooperate with Mntors and provide any necessary consents.

 

You agree that Mntors may retain your information for its business purposes if you cease to be a member of the Mntors Mentor Councils, except to the extent you reside in a jurisdiction that requires otherwise, provided that Mntors will protect all such information about you in accordance with these Terms & Conditions.

 

CONFIDENTIALITY OF MNTORS AND CLIENT INFORMATION

 

While you are a Council Member and thereafter, you agree not to disclose or to attempt to use or personally benefit from (e.g., use to trade securities or make investment decisions) any Restricted Information (as defined below) that is disclosed to or known by you because of your participation in the Mntors Mentor Councils until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Mntors for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (1) the identity of Mentees (e.g., do not list Mentees on your resume or website); (2) information about Mentoring Projects; (3) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (4) any other nonpublic or proprietary information of Mntors or its Mentees (collectively, Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify Mntors, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with Mntors in protecting such information to the extent possible under applicable law. Upon request by Mntors or the applicable Client, you agree to return or destroy all Restricted Information in your possession.

 

Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your participation in the Mntors Mentor Councils or in a Mentoring Project prior to accepting an invitation for that Project.

 

Some Projects or Platform Activities are collaborative, and involve working with other Council Members. You owe the same duty of non-disclosure to such other Council Members as you would to any Client under these Terms & Conditions. Additionally, if during the course of Projects or Platform Activities, you are first introduced to other Council Members, you may not, directly or indirectly, solicit those Council Members for projects or other engagements outside of Mntors without the prior written consent of Mntors.

 

RELIANCE BY MENTEES

 

These Terms & Conditions are intended to benefit Mentees. Mentees expect that all Projects will be carried out in accordance with these Terms & Conditions and applicable laws and that, among other things, they will not receive any confidential information, including material non-public information, and their own Restricted Information will not be disclosed. Mentees may from time to time request that you confirm any part of these Terms & Conditions, and any additional terms or compliance policies required by Mentees as a condition to your participation in or payment on a Project (Confirmations”). You agree that, to the extent you have provided any Confirmations, you shall be obligated to honor such Confirmations in addition to these Terms & Conditions, and that the applicable Client shall have the right to directly enforce your compliance with such Client’s Confirmations, if any. You understand that other Council Members, each Client, and the person with whom you may engage in any Project or Platform Activity is an intended beneficiary of these Terms & Conditions and the covenants and agreements made by you hereunder, and that Mentees, as third-party beneficiaries of these Terms & Conditions, have the right to directly enforce your compliance with these Terms & Conditions.

 

PAYMENTS

 

You are responsible for providing your or your organization’s payment details on your Mntors Mentor Council Member profile page and keeping such information up-to-date. If you are employed, you must follow your employer’s policies that may relate to payment by Mntors. Within 30 days of completion of a Mentoring Project, unless otherwise agreed in writing, you must request payment through the Mntors Mentor Councils website for the mentoring service you performed on the Project. As a condition to payment, you may be required to provide certain confirmations related to the Project for Mntors and/or the Client with whom you consulted. Payments will be based on the applicable rate in your profile upon Project acceptance unless otherwise agreed in writing by Mntors or as specified in the Project invitation. If you or your employer has specified that payments be remitted to your employer, you agree, so long as your relationship with your employer exists or until your employer provides otherwise in writing, that payments will be made to your employer.

 

Payment terms for Platform Activities, to the extent applicable, will be made in accordance with the terms set forth on Mntors's websites regarding the particular Platform Activity or as otherwise agreed in writing by Mntors.

 

In the event that a Client disputes your request for payment or the quality of your work on a Project or Platform Activity, Mntors may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, Mntors has the sole and final authority to resolve such dispute in Mntors's reasonable discretion, and you agree to be bound thereby. You further understand and agree that you have no right to payment for a Project or Platform Activity to the extent Mntors reasonably determines you have violated these Terms & Conditions or Mntors's compliance rules, including but not limited to providing incorrect information in your Mntors Mentor Council Member Profile or referring third parties in violation of law or Mntors’s referral rules, and to the extent you have already received payment for Projects or Platform Activities involving such violations, Mntors shall have the right to recover such payments in full.

 

Mntors may require you to provide additional information (including your Social Security number or equivalent Tax Identification number) about yourself or your employer/company as part of Mntors's security procedures. To protect your information from third party misuse, please provide such information or any updates to your bank account by phone or through Mntors’s websites, not by email. Note that U.S. persons will receive a U.S. Internal Revenue Service Form 1099 for payments as required. You agree that all fees imposed on you by any banking institution to process any payment from Mntors are your sole responsibility.

 

Non-U.S. Council Members may be asked to confirm such status. Your contract will be with, and you shall receive your payments from, Mntors, Inc., a U.S. entity. You agree that you are responsible for paying any applicable taxes in your jurisdiction on payments you receive from Mntors, in accordance with applicable law and, if applicable, you agree to provide Mntors evidence of such tax payments upon Mntors’s request.

 

AGREEMENT DETAILS

 

Right to Injunction/Limitation on Liability

 

In the event that you breach, or threaten to breach, any of the obligations contained in the terms of use of Mntors websites or the Sections of these Terms & Conditions titled Communication with Non-Council Members, Confidentiality of Mntors and Client Information, or Non-Solicitation of Mentees, you acknowledge that Mntors’s and/or Mentees’ remedies at law will be inadequate and that Client and/or Mntors will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for below.

 

In no event shall Mntors be liable to you or any other party for any damages resulting from or relating to your participation as a Council Member, the performance of any services by you as a Council Member, or the business operations of Mntors, including without limitation for any incidental, consequential, punitive, or special damages regardless of the theory of liability and even if Mntors was informed of the possibility of such damages. Mntors agrees that for its part it shall not seek to impose on any individual Council Member any liability for damages based on his or her performance of services hereunder as a Council Member, including without limitation for any incidental, consequential, punitive, or special damages, so long as such damages do not relate to or arise out of the failure of the Council Member to comply with these Terms & Conditions, including the guidelines and restrictions contained herein, or conduct or activity by the Council Member that constitutes gross misconduct or violates any applicable law. You are solely responsible for your actions. Mntors shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

 

Arbitration

 

Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms & Conditions, including whether the claims asserted are arbitrable, shall be exclusively and finally determined by a single-arbiter arbitration under the rules of the American Arbitration Association (the 'AAA') in effect from time to time. The enforceability of this arbitration agreement shall be governed by the U.S. Federal Arbitration Act. The venue for all arbitrations shall be New York City, unless the Council Member resides (i) in Europe, in which case such Council Member may elect to have the arbitration held in London, England, or (ii) in Asia, in which case such Council Member may elect to have the arbitration held in Singapore. The language to be used in the arbitral proceeding will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Arbitration shall not be deemed a waiver of the right to seek injunctive relief in any court of competent jurisdiction as provided for in these Terms & Conditions. Each party is responsible for its own legal fees, and the arbitrator may not include the payment of attorneys’ fees or expenses as a part of any award. Arbitrations arising from the same or related claims may be consolidated in one arbitral proceeding. You agree to an arbitration on an individual basis. In any dispute, neither you nor Mntors shall be entitled to join or consolidate claims by or against other Council Members, or arbitrate any claim as a class representative, class member, or in a private attorney general capacity. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You and Mntors are agreeing to give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court, such as access to discovery, may also be unavailable or may be limited in arbitration.

 

Governing Law

 

These Terms & Conditions, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by New York Law without regard to New York’s choice of law rules.

 

Severability

 

The invalidity or unenforceability of any provision of these Terms & Conditions shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms & Conditions.

 

Survival of Certain Provisions

 

The provisions of the sections (including subsections) of these Terms & Conditions entitled Non-Solicitation of Mentees, Council Member Content, Privacy Policy, Confidentiality of Mntors and Client Information, Reliance by Mentees, and Agreement Details shall survive any termination or expiration of these Terms & Conditions.

 

Termination

 

Subject to your obligation to complete Projects for which you are engaged, you have the right to withdraw from the Mntors Mentor Councils at any time upon notice to Mntors, and Mntors has the unlimited right to terminate or limit your membership in the Mntors Mentor Councils and Member Programs at any time and for any reason.

 

 

By signing these Terms & Conditions, you acknowledge that you are making express representations to Mntors and Mentees that you will abide by all of your obligations and responsibilities as set forth in these Terms & Conditions.

 

End of Terms & Conditions

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