Mentor Agreement

The website www.mentorcruise.com and services comprise an online platform which includes the connection between users and mentors registered with Mentorcruise. You understand and agree that Mentorcruise is not a party to any agreements entered into between users and mentors. Mentorcruise has no control over the conduct of users, mentors and other users of the site and services, and disclaims all liability in this regard.

Certain areas of the site (and your access to or use of certain Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Site, Services or Collective Content, the former terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services or Collective Content, as applicable.

You acknowledge and agree that, by accessing or using the site or services, or your Mentorcruise account, or by posting any content on the site or otherwise, you are indicating that you have read, and that you understand and agree to be bound by, these mentor terms of service. If you do not agree to these terms of service, then you have no right to access or use the site, services or collective content.

If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Tutor Terms of Service and, in such event, "you" and "your" will also refer and apply to that company or other legal entity.

1. FUNCTIONALITIES OF THE SITE:

The Site and Services facilitates the interaction between Mentors and Users via our online platform through text chat and document collaboration interface. Mentors are independent vendors and are not employees, clients, contractors or agents of Mentorcruise.

You are an independent vendor and nothing in this document will be construed as establishing an employment or agency relationship between you and Mentorcruise. You have no authority to bind Mentorcruise by contract or otherwise. You will follow the guidelines and instructions provided in connection with this document or as related to the Services or site, subject to the requirement that you will at all times comply with applicable law. You will not be entitled to any benefits paid or made available by Mentorcruise to its employees, including, without limitation, any vacation, sick leave or similar pay or benefit, or to participate in any plans, arrangements or distributions made by Mentorcruise pertaining to any bonus, stock option, profit sharing, insurance or similar benefits.

Please note that, as stated above, the site and services are intended to be used to facilitate mentoring for users. Mentorcruise cannot and does not control the services performed by mentors for students, or the actions of any mentors, users or other users of the site and services. Mentorcruise is not responsible for and disclaims any and all liability related to any and all actions of mentors, users, third parties and other users of the site and services. Accordingly, any meetings (virtual or otherwise) between users, mentors or any other third parties are done at the parties' sole risk.

2. ACCOUNT REGISTRATION ELIGIBILITY AND USAGE:

To become a Mentor and to be eligible to receive payment for the sessions you provide, you must register and create an “Account” and be 18 or older or have written permission of the legal guardian. By registering as a Mentor, you represent and warrant that you are 18 or older or have written permission of a legal guardian.

You can register to join the Service as a mentor by logging registering on the website and logging in to your account. You have to provide your certain Personal Information for registration and usage of the website and services associated with it.

When you register with Mentorcruise and set up your Account, you:

1. Agree to provide Mentorcruise with accurate and complete information;

2. Agree to promptly update your Account information with any new information that may affect the operation of your Account; and

3. Authorize Mentorcruise, directly or through third parties, to make any inquiries we consider necessary or appropriate to verify your Account information or the information you provide to us related to any transactions you initiate via the Site and Services. You will not use false identities or impersonate any other person or use a username or password that you are not authorized to use.

You are responsible for safeguarding and maintaining the confidentiality of your username, password and corresponding account information. You agree not to disclose your password to any third party and that you are entirely and solely responsible for any and all activities or actions that occur under your account, whether or not you have authorized such activities or actions. You will immediately notify Mentorcruise of any unauthorized use of your username, password or Account.

You agree that you will not permit, enable, introduce or facilitate

1. Persons who do not have an Account to have access to the features of the Site and Services only made available to registered Mentors and

2. Other persons to participate in providing Sessions from your Account.

3. PRIVACY:

You can review the Mentorcruise Privacy Policy for information and notices concerning Mentorcruise's collection and use of your personal information.

4. REPRESENTATIONS AND WARRANTIES:

If you register via the Site and Services to serve as a Mentor, you represent and warrant to Mentorcruise that you

1. Will provide feedback and guidance as per the framework set up by Mentorcruise only;

2. You have completed the academic degrees you have listed as your degree at the time of registration to use the Site and Services

3. You are employed in the company and position you have listed as your current job at the time of registration to use the Site and Services

5. USER INTERACTION AND SESSIONS PROVISIONS:

As a mentor you acknowledge and agree to the following:

1. Mentorcruise facilitates the interaction between the Mentor and Users within the framework provided by Mentorcruise and is not responsible for any Mentor's failure to comply with laws or regulations. Without limiting the terms of the “Limitation of Liability” section below, Mentorcruise is not responsible for the use or exchange of any information, files or goods between and Users.

2. You are solely responsible for your interactions with Users. You understand that Mentorcruise does not in any way screen Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Site and disclosing personal information to Users. You agree to take reasonable precautions in all interactions with Users. Without limiting the terms of the “Limitation of Liability” section below, your use of the Site and Services and provision of sessions is at your sole risk and discretion.

3. Mentorcruise reserves the right to contact Mentors and Users, in compliance with applicable law, in order to evaluate compliance with the rules and policies set forth in this Agreement. If you ever believe that a User or another Mentor has violated the law or is defrauding, threatening or endangering anyone, Mentorcruise urges you to immediately contact the police directly for help.

4. You will comply with all applicable local, state, national and foreign laws, treatises and regulations in connection with your interaction and exercise professionalism, care, skill, diligence and prudence.

5. You are solely responsible for the content of the communications, assistance and direction that you provide.

6. You are solely responsible for all equipment necessary to access and use the Site and Services and to provide mentoring.

7. You will not record or otherwise store any sessions that you provide through the Site or Services.

8. You will not use the Site or Services or provide Sessions in any manner that harasses a User or another Mentor or could interfere with any other party's use or enjoyment of the Site or Services You will respect the privacy of others and not use the Site, Services or Sessions for unwelcome, rude or abusive communications or in any other manner as determined by Mentorcruise in its sole discretion.

9. You may not use the Site or Services to contact a User to meet in person. You may not provide Sessions to a User outside of the Site or Services.

10. You will limit your interaction only to the domain area related to the question and shall absolve from making any personal questions such as name, gender, age, address etc. Furthermore, if any User deviates from the questions, as a responsible Mentor, you are required not to encourage such deviation from the domain area related to the question.

11. You shall attend to the queries/questions which may be provided to you in a time bound manner.

12. You are responsible for compliance with local laws if and to the extent local laws are applicable and shall not misrepresent or hold out that you are in compliance of any other laws other than what is expressly stated herein.

A Mentor accepts full responsibility for all his acts and information published by him/her on the site and shall indemnify Mentorcruise in relation to any liability incurred by them as a result of any such information.

6. PAYMENTS:

If you are registered as a Mentor  and your fee is higher than $0.00 per month, you will be entitled to receive a payment from Mentorcruise.

• Every new mentor agrees to forego payment in the first week of a new mentorship in order to offer a '7 day free trial'.

• When possible, you will be opted into the Stripe Connect payment system, in which Stripe's own Terms and Conditions will apply.

• Payment will be calculated by completed transactions regarding Stripe's transaction history that have been done by users assigned to you or be processed by Stripe directly.

• Should one of your users fail to pay or refund their money due to any reasons, the amount will not be included in your monthly payment or will be deducted from your Stripe account.

• Payment due to you will be made latest by the 10^th of every month, after deducting an internally calculated percentage of the amount as Platform Fees and an additional percentage between 2% and 6% for Payment Processing Fees (see your Payment Processor for more Information). This will be calculated on a monthly basis for all students that you have mentored and have completed the program and payment during that time or be processed by Stripe directly.

• Payment shall be transferred through Stripe or Borderless.

You acknowledge and agree that Mentorcruise reserves the right, in its sole discretion, to prospectively modify its rates for Mentor Payments at any time and in case of unavoidable circumstances, is able to withhold or cancel payments with prior notice. You will be informed of any such modification, which will be effective in thirty (30) days from date of the modification. By continuing to provide sessions after this modification comes into effect, you are indicating that you agree to be bound by the modified Mentor Payment rates. If the modified Mentor Payment rates are not acceptable to you, your only recourse is to cease providing mentoring services. However, this will only be after having completed full evaluation of currently assigned students at the current rate. In case you would like to cease providing mentoring services, you will need to email admin at [email protected] with your decision, so that no new students are assigned to you.

7. TAXES:

All payments are subject to government taxes as applicable. Mentors using Stripe as payment provider are the factual merchant of record and are therefore responsible to charge and deduce any sales tax needed.

8. OWNERSHIP:

The Site, Services and Collective Content are protected by trademark, and other laws of the European Union. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Mentorcruise and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Collective Content.

9. MENTORCRUISE LICENSES:

Subject to your compliance with the terms and conditions of these Mentor Terms of Service, Mentorcruise grants you a limited, non-exclusive, non-transferable license to view Mentorcruise Content solely for the purpose you have been recruited. You may not modify or edit or use any content for your personal or commercial purposes. You have no right to sublicense the license rights granted in this section.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Services or Collective Content, except as expressly permitted in these Mentor Terms of Service. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mentorcruise or its licensors, except for the licenses and rights expressly granted in these Mentor Terms of Service.

10. THIRD PARTY SERVICES:

You shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software you may decide to use to provide the Sessions, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to use of any Third Party Service. Mentorcruise shall not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such Third Party Service.

11. CONFIDENTIALITY:

The parties of a mentorship agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information"). For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the personal and professional scope in which the parties are engaged.

All forms of shared communication, including written, oral and visual should be considered confidential at the time of the relationship. Receiving Party's obligations under this Agreement do not extend to information that is: publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party or is disclosed by Receiving Party with Disclosing Party's prior written approval.

Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.

The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

You acknowledge and agree that MentorCruise is not responsible or liable in a breach of this agreement.

12. GENERAL PROHIBITIONS:

You agree not to do any of the following:

Post, upload, publish, submit or transmit any Content that:

1. Infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;

2. Violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

3. Is fraudulent, false, misleading or deceptive;

4. Is defamatory, obscene, pornographic, vulgar or offensive;

5. Promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

6. Is violent or threatening or promotes violence or actions that are threatening to any person or entity; or

7. Promotes illegal or harmful activities or substances.

You also agree not to:

1. Use, display, mirror or frame the Site, or any individual element within the Site or Services, Mentorcruise's name, any Mentorcruise trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Mentorcruise’s express written consent;

2. Access, tamper with, or use non-public areas of the Site, Mentorcruise's computer systems, or the technical delivery systems of Mentorcruise's providers;

3. Attempt to probe, scan, or test the vulnerability of any Mentorcruise system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mentorcruise or any other third party (including another user) to protect the Site, Services or Collective Content;

4. Attempt to access or search the Site, Services or Collective Content or download Collective Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Mentorcruise or other generally available third party web browsers;

5. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

6. Use any meta tags or other hidden text or metadata utilizing a Mentorcruise trademark, logo URL or product name without Mentorcruise's express written consent;

7. Use the Site, Services or Collective Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Mentor Terms of Service;

8. Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;

9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content;

10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site or Services;

11. Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;

12. Impersonate or misrepresent your affiliation with any person or entity;

13. Violate any applicable law or regulation; or

14. Encourage or enable any other individual to do any of the foregoing.

Mentorcruise will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Mentorcruise may involve and cooperate with law enforcement authorities in prosecuting users who violate these Mentor Terms of Service. You acknowledge that Mentorcruise has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Collective Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Mentor Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Mentorcruise reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Mentorcruise, at its sole discretion, considers to be in violation of these Mentor Terms of Service or otherwise harmful to the Site or Services.

Links

The Site or Services may contain links to third-party websites or resources. You acknowledge and agree that Mentorcruise is not responsible or liable for:

1. The availability or accuracy of such websites or resources; or

2. The content, products, or services on or available from such websites or resources.

Links to such websites or resources do not imply any endorsement by Mentorcruise of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

13. MODIFICATION:

Mentorcruise reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Mentor Terms of Service, at any time and without prior notice. If we modify these Mentor Terms of Service we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these Mentor Terms of Service. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Mentor Terms of Service. If the modified Mentor Terms of Service are not acceptable to you, your only recourse is to cease using the Site and Services.

14. TERMINATION:

If you breach any of these Mentor Terms of Service, Mentorcruise will have the right to suspend or disable your Account or terminate these Mentor Terms of Service, at its sole discretion and without prior notice to you. Mentorcruise reserves the right to revoke your access to and use of the Site, Services and Collective Content at any time, with or without cause. In the event Mentorcruise terminates these Mentor Terms of Service for your breach, you will remain liable for all amounts due hereunder. You may deactivate your Account at any time by sending an email to [email protected], but in the event this is done while you have students assigned to you, you will not receive any payment for any mentoring that you do not complete, as this will be considered as abandonment of commitment.

15. DISCLAIMERS:

The site and services are provided "as is," "where is," "as available," "with all faults" and, to the fullest extent permitted by law, without warranty of any kind. Mentorcruise and its licensors disclaim all warranties with respect to the site and services, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties regarding quiet enjoyment, quality of information, security, reliability, timeliness, availability of backed-up data and performance of the site and services. Mentorcruise does not warrant that the site, services will meet your requirements, or that the operation of the site and services will be uninterrupted or error-free, or that defects in the site and services will be corrected, or that encryption algorithms, associated keys and other security measures will be secure or effective.

You acknowledge and agree that Mentorcruise does not operate or control the internet and that (i) viruses, worms, trojan horses, and other undesirable data, or software, or (ii) unauthorized users (e.g., hackers) may attempt to obtain access to and damage your data, websites, computers, or networks. Mentorcruise shall not be responsible for such activities. You are solely responsible for the security and integrity of your data and systems. No advice or information, whether oral or written, obtained from Mentorcruise or through the site, services or collective content, will create any warranty not expressly made herein.

You are solely responsible for all of your communications and interactions with other users of the site and services and with other persons with whom you communicate or interact as a result of your use of the site or services, including, without limitation, any interaction with mentors or users via the services or otherwise. You understand that Mentorcruise does not screen or inquire into the background of mentors, users or other users of the site or services, nor does Mentorcruise make any attempt to verify the statements of mentors, users and other users of the site or services. Mentorcruise makes no representations or warranties as to the conduct of mentors, users or other users of the site or services or their compatibility with any current or future users or users of the site or services.You agree to take reasonable precautions in all communications and interactions with other users of the site and services and with other persons with whom you communicate or interact as a result of your use of the site or services.

16. INDEMNITY:

You agree to defend, indemnify, and hold Mentorcruise, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site, Services or Collective Content, your provision of any Sessions, or your violation of these Mentorcruise Mentor Terms of Service.

17. LIMITATION OF LIABILITY:

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the site, services and collective content remains with you. Neither Mentorcruise nor any other person or entity involved in creating, producing, or delivering the site, services or collective content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these mentor terms of service or from the use of or inability to use the site, services or collective content, or from any communications, interactions or meetings with mentors, users or other users of the site or services or other persons with whom you communicate or interact as a result of your use of the site or services whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Mentorcruise has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

In no event will Mentorcruise's aggregate liability arising out of or in connection with these mentor terms of service or from the use of or inability to use the site, services or collective content exceed the mentor payment amounts Mentorcruise has paid to you in connection with your provision of sessions via the site and services or 200 Euros (whichever is greater), if you have not received any mentor payments from Mentorcruise, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Mentorcruise and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

MentorCruise Inc. hereby disclaims all liability for any copyrighted material posted, shared, or otherwise disseminated by users on their profiles or within blog posts on the MentorCruise platform. The responsibility for ensuring that any such content complies with applicable copyright laws rests solely with the individual users who post such material. In the event of an alleged infringement of copyright laws, MentorCruise Inc. shall not be held liable for any direct, indirect, incidental, punitive, or consequential damages arising from such infringement. Furthermore, MentorCruise Inc. maintains a Digital Millennium Copyright Act (DMCA) compliance process, through which copyright owners or their authorized agents may request the removal of allegedly infringing materials in accordance with the established DMCA procedures.

18. NOTICES PROPRIETORY RIGHTS:

All trademarks, service marks, logos, trade names and any other proprietary designations of Mentorcruise used herein are trademarks or registered trademarks of Mentorcruise. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

19. APPLICABILITY OF LAW AND JURISDICTION:

This Agreement shall be in accordance with the laws of the United States, the State of Wyoming and the European Union. Any cause of action of any nature arising out this Agreement shall be brought in the City of Sheridan, Wyoming.

20. ENTIRE AGREEMENT:

These Mentor Terms of Service constitute the entire and exclusive understanding and agreement between Mentorcruise and you regarding the Site, Services and Collective Content, and these Mentor Terms of Service supersede and replace any and all prior oral or written understandings or agreements between Mentorcruise and you regarding the Site, Services and Collective Content.

21. ASSIGNMENT:

You may not assign or transfer these Mentor Terms of Service, by operation of law or otherwise, without Mentorcruise's prior written consent. Any attempt by you to assign or transfer these Mentor Terms of Service, without such consent, will be null and of no effect. Mentorcruise may assign or transfer these Mentor Terms of Service, at its sole discretion, without restriction. Subject to the foregoing, these Mentor Terms of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

22. NOTICES:

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Mentor Terms of Service, will be in writing and given:

1. Via email (in each case to the address that you provide); or

2. By posting to the Site. For notices made by e-mail, the date of email sent will be deemed the date on which such notice is transmitted.

23. GENERAL:

The failure of Mentorcruise to enforce any right or provision of these Mentor Terms of Service will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mentor. Except as expressly set forth in these Mentor Terms of Service, the exercise by either party of any of its remedies under these Mentor Terms of Service will be without prejudice to its other remedies under these Mentor Terms of Service or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Mentor Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Mentor Terms of Service will remain in full force and effect.

24. CONTACTING MENTORCRUISE:

If you have any questions about these Mentor Terms of Service, please contact Mentorcruise at [email protected].