Terms and Conditions

Enterprise Terms of Use

LATEST UPDATE: August 2020

Hello there!

These Terms of Services govern your use of the Services and are in force from the moment that you accept them and until you cease to use the Services (the “Term”).

These Terms of Services are between you (the “Client”) and Mentorly, Inc. with a registered address at 5375 Clark, Montreal, Québec, H2T 2V3 (“Mentorly”). (Individually, a “Party” and together, the “Parties”).

1. Definitions

“Anonymized Data” means data that do not indirectly or directly identify the Users or the Client, including data which are de-identified in accordance with industry standards. Anonymized Data may include usage data and aggregated data.
“Annual Plans” means a year-to-year subscription plan in which the Client commits to a minimum Subscription Term of a year.
“Confidential Information” means any and all information of a Party (the “Disclosing Party”) which has or will come into the possession of the other Party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including, without limitation, trade secrets, source code, lists of clients and specifications. Confidential Information can be written, printed, in digital format or verbal, and shall include any and all other types of information which is identified by the Disclosing Party, either orally or in writing, as confidential at the time of disclosure to the Receiving Party, or which the Receiving Party ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.
“Client Material” means the Client’s Confidential Information, Intellectual Property, Client Marks and Personal Information.
“Client Marks” means Client’s logos, distinctive sign, trademarks and material.
“Custom Portal” means the custom private portal created by Mentorly for Client which allows Client’s Mentees and Mentors to connect together.
“Documentation” means the documents, information and specification made available to Client by Mentorly or publicly accessible through Mentorly’s website regarding the Services.
“Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
“Manager(s)” means user(s) authorized by Client to administer the Services through the Manager Portal.
“Manager Portal” means the portal available to Client’s Manager(s) which contain built-in tools for managing the Services, as described in the Documentation.
“Mentee” means a user participating in the Client’s mentorship program to obtain mentorship from Mentors through the Custom Portal. Mentees are managed by Managers through the Manager Portal.
“Mentor” means an individual recruited and selected by Client which provides mentorship sessions to Mentees through the Custom Portal.
“Monthly Plans” means a month-to-month subscription plan with no commitment except as set forth in these Terms of Services or the Order Form.
“Order Form” means an order form signed and executed by both Parties, whether online or in paper form, which describes the Services that Mentorly provides for the Client, the Fees, the payment terms and any terms the Parties deem appropriate.
“Personal Information” means information or data which can identify directly or indirectly the Users, and which is collected, used or disclosed by Mentorly pursuant to the Services.
“Security Breach” means any act or omission that materially compromises the security, confidentiality or integrity of Client Material.
“Services” means the services provided by Mentorly to Client as described in an Order Form.
“Subscription Term” means the period during which the Services will be performed. (a) For Monthly Plans, the Subscription Term begins upon the execution of the Order Form and continues month-to-month until the Client terminates the Services in accordance with these Terms of Services. (b) For Annual Plans, the Subscription Term begins at the date set forth in the Order Form, or in the case of pre-paid Annual Plans, upon reception of the payment for the Fees and activation of the Services by Mentorly unless indicated otherwise in the Order Form. The Annual Plans cover a minimal period of twelve (12) months and as otherwise set forth in the Order Form.
“Users” means the Manager(s), Mentees and Mentors.

2. Services

Order Form.Mentorly shall perform the Services materially in accordance with the Order Form. The Order Form has precedence over these Terms of Services.

Manager Portal. Mentorly shall make available to Client a Manager Portal, which Managers may use to administer the Services. Client agrees and understands that Managers may, through the Manager Portal, access Personal Information of Users, and monitor the Services, including any relationships between Mentors and Mentees.

E-mail Notifications; Instant Messages. The Services may include e-mail notifications to Users and other options for electronic messages, such as instant messages through chat or mobile. Client warrants and represents that it will comply with the requirements of the Canadian Anti-Spam Law for commercial electronic messages, including the requirements for consent and for the content of such commercial electronic messages, as well as any other laws applicable to such messages from time to time.

Mentees. Client is solely responsible for inviting Mentees to the Custom Portal and for getting Mentees to sign up for mentorship sessions. Client may use commercial public offering for such purposes. Notwithstanding the foregoing, Mentees must be at least fourteen (14) years old and must use the mentorship sessions for professional and trade-related purposes.

Mentors. Client is solely liable and responsible for vetting, pre-selecting and recruiting the Mentors. Mentorly does not recruit any Mentors on behalf of Client. Client agrees and understands that Mentors may not be less than fourteen (14) years old. Client is solely responsible for its relationship with Mentors, including the implementation of appropriate agreements and arrangements for payments or salaries, if applicable. Mentorly shall have no liability whatsoever towards Mentors, and shall not be responsible for managing any Disputes, payment requests or otherwise.

Mentorship Sessions. Client is sole responsible for establishing rules for the mentorship sessions, including by implementing documents such as a Code of Conduct, Terms of Use or an Acceptable Use Policy. Mentorly provides Client with videoconference technologies for mentorship sessions to be conducted online through the Custom Portal. If Client decides to allow for off-line or face-to-face mentorship sessions, Client shall be responsible for implementing measures to ensure the security of Mentees and Mentors, such as background and criminal checks where relevant.

User Dashboard. You are solely liable for the acts and omissions of your Users. Each User is responsible for ensuring that they keep their credentials secure. If their credentials are compromised, you are responsible for re-setting them through the Manager Portal.

Integration Partners. The Services may include integrations with external parties, services or applications (the “External Services”). Client is responsible for (a) ensuring that the External Services are adequate, secure and have appropriate privacy practices, and (b) procuring the External Services where applicable, such as by entering into agreements with External Services. Mentorly has no liability whatsoever for the use of External Services by Client. Notwithstanding the foregoing, Mentorly reserves the right to refuse the integration or development of any APIs at its reasonable discretion, including for security purposes.

3. Licenses

To the Services. Subject to these Terms of Services, including the payment of applicable Fees, we grant you, for the Subscription Term, a non-exclusive, non-sublicensable, non-transferable and limited right and license to access and use the Services, including the Client Portal (and to allow its Users the same) for the purpose of creating and running a mentorship program or as otherwise set forth in an Order Form (the “Authorized Purpose”). You shall not sell, transfer, sub-license, publish, disclose, or otherwise make available the Services, or copies thereof, to any third party without the prior written consent of Mentorly, except as otherwise provided herein.

Client Material. You hereby grant us a non-exclusive, non-sublicensable, non-transferable, royalty-free and revocable (but only pursuant to Section 15) right and license to access, use, reproduce and aggregate Client Material, during the Subscription Term, as required for the Authorized Purpose, in accordance with these Terms of Services, and as reasonably required for Mentorly to assert and defend its legal rights.

4. Intellectual Property

All rights not expressly granted in these Terms of Services are reserved by Mentorly. Each Party is the sole owner of their respective Intellectual Property. For the avoidance of doubts, Client shall be the sole owner of the Client Material. Mentorly shall be the sole owner of the Services and any underlying technologies, source code and algorithms, as well as any Anonymized Data.

We love hearing from you! However, if you share with us a suggestion, a recommendation or a feedback regarding the Services, you understand that we may use it as part of our Services and commercialize your suggestion, recommendation or feedback. You assign to us, without limitation of any kind, all of your rights, titles and interests in these suggestion, recommendation or feedback, and we accept this assignment.

5. Acceptable Use

You represent and warrant that you will follow the rules set forth in this Section 5 when using our Services, and that you will require your Users to do the same, such as by implementing an acceptable use policy or terms of use as part of your mentorship program. You also agree to name us as a third-party beneficiary so that we may protect our Services, even if you are still responsible for your Users. You agree and understand that if you breach these rules, we may terminate these Terms of Services for cause, and we will not reimburse you for any Fees paid in advance. You will not use the Services or allow the use of the Services in any manner:

that is prohibited by applicable laws or these Terms of Services;
that will disrupt third parties’ use or enjoyment of the Services, including uses that result in automated, constant and repeated requests for data other than as intended or permitted under these Terms of Services (e.g. DoS and DDoS attacks) or by abnormally overloading the servers and causing portions of the Services to be blocked or unavailable for other clients, or for Mentorly;
that results in the transmission, distribution or storage of materials or data in violation of the rights of third parties, including Intellectual Property and privacy rights or that is threatening, abusive, hateful or constitutes or encourages conduct that would constitute a fraud or criminal offence or gives rise to civil liability or penalties. For the avoidance of doubts, Mentorly does not allow any use of the Services in a manner that is discriminatory or in a manner that is generally abusive of the rights and freedoms of Users;
that results in the sharing of credentials among Users or with third parties or in the use of time-sharing services, network or other means of sharing accounts;
that involves using any robot, spider, scraper, deep link or other automated data gathering or extraction tools, programs, algorithms, or methodology to access, acquire, copy or monitor the Services (including the Personal Information available through the Services);
that involves decompiling, disassembling, reverse engineering, attempt to reconstruct or discovering any Intellectual Property of Mentorly, including, without limitation, any source codes, ideas, or algorithms of the Services, and any underlying technology by any means whatsoever;
that involves violating Mentorly’s security controls, safeguards and configurations, including by transmitting malicious software, files, data or computer text, hacking, accessing illegally, manipulating credentials or disguising the origin of any content transmitted on or to the Services, or modifying the Services in any unauthorized manner.

6. Confidential Information

Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.

The Receiving Party shall only use or disclose the Confidential Information of the Disclosing Party for the Authorized Purpose and the Services or in accordance with the law, including to defend its rights and interests. The Receiving Party shall take commercially reasonable steps as necessary to prevent the unauthorized access and disclosure of the Disclosing Party’s Confidential Information, such as enforcing access on a need-to-know basis. The Confidential Information may only be disclosed in accordance with these Terms of Services, on a need-to-know-basis and under an appropriate confidentiality undertaking on the part of the recipient.

Upon termination of these Terms of Services for any reason, the Receiving Party shall, at the Disclosing Party’s option, (i) return the Confidential Information without undue delay and/or (ii) securely destroy the Confidential Information without undue delay, and in accordance with industry’s best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or deleted. Notwithstanding the foregoing, the Receiving Party is authorized to keep a copy of the Confidential Information as required for business continuity purposes, pursuant to international retention schedules, and for legal, auditing or financial reasons.

7. Personal Information

Each Party shall comply with applicable laws to the collection, use and disclosure of Personal Information. You are solely responsible for providing a privacy policy for your use of Personal Information and for obtaining an informed consent for doing so when applicable. Mentorly provides Users with its Privacy Policy which describes how Mentorly processes Personal Information. However, this Privacy Policy does not dispense you for complying with your own legal obligations regarding Personal Information. You understand and agree that Mentorly is located in Canada and aims at complying with the law applicable to the collection, use and disclosure of Personal Information in Canada. If you decide to use the Services elsewhere, you are sole responsible for verifying that the Services comply with such legislations.

We collect, use and disclose Personal Information materially as described in our Privacy Policy, as modified from time to time. We do not sell Personal Information and we only collect, use and disclose Personal Information for the Permitted Purposes. Upon termination of the Term, we will, within a reasonable delay, securely delete any Personal Information collected, used and disclosed as part of the Services.

8. Information Security

Taking into account factors such as the nature, scope, context and purpose of the collection, use and disclosure of the Client Material, as well as the risks inherent to such collection, use and disclosure, including to the rights and freedoms of individuals, we will implement appropriate administrative and technical safeguards to ensure a level of security appropriate to the risks to Client Material.

In case of a Security Breach, we will inform you without undue delay by providing you with reasonable information, such as the nature and amount of Personal Information and Users concerned and any potential impacts. If such information is not available at the time of the initial disclosure, Mentorly may provide such information as they become available in subsequent disclosures. The foregoing shall not prevent Mentorly from notifying Users directly in case of a Security Breach.

9. Fees

You agree to pay for the fees as set forth in the Order Form along with any taxes which Mentorly is required to apply pursuant to applicable law or the administration thereof (the “Fees”), and in accordance with the payment terms in the Order Form.
If you agreed to pay using the automatic recurring billing system, you understand that the Fees will be taken monthly from your credit card.
For any payments by credit card, you represent and warrant that you are authorized to use this credit card to pay for the Services.
If you agree to pay through automatic withdrawal in your bank accounts, you hereby authorize us to make such withdrawal in your bank account. You represent and warrant that you are authorized to allow us to make such withdrawal.
If you have not agreed to any automatic billing and payments, you agree that the invoices must be paid in full within thirty (30) days of the invoice date.
If the Fees are not paid within this delay, you agree that we may apply interests to the unpaid Fees corresponding to one and a half percent (1.5%) monthly or eighteen percent (18%) annually. You agree that you are responsible for our collection expenses, including reasonable attorney’s fees, if we have to collect the unpaid fees through legal procedures. In addition, we may also suspend your access to the Services with a prior notice if the Fees are not paid within sixty (60) days.
If your payment is declined, refused or otherwise rejected, we will provide you with a written notice pursuant to which you will have 14 days to update your payment information and/or pay for the Fees that are due. If you do not do so within 14 days, you agree that we may suspend the Services until the Fees are paid in full, along with any interests.
If you agree to pay for add-ons to the Services, we will invoice you separately and process the payment on your credit card or as agreed upon in the relevant Order Form. Additional terms and conditions may apply to add-ons.
You agree and understand that the Fees are will not and cannot be reimbursed, unless as expressly mentioned in these Terms of Services.

10. Representations and Warranties

Each Party represents and warrants to the other Party that: (i) it has the full power and legal authority to enter into these Terms of Services and perform its obligations hereunder and the consent of a third party is not necessary for these Terms of Services to be binding on the Parties; (ii) is licensed to operate its business in the manner contemplated herein; and (iii) each person entering these Terms of Services on behalf of an entity is duly authorized to bind such entity. Mentorly represents and warrants that the Services will be performed in a professional and workwoman like manner and will materially conform with the Documentation.

Client represents and warrants that the Client Material and Client Material follow applicable laws and do not infringe on third parties’ Intellectual Property. In particular, the Client represents and warrants that the Client’s collection, use and disclosure of Personal Information in relation to the Services is in accordance with applicable laws and that an informed consent is obtained.

11. Indemnification

Client shall indemnify, hold harmless and, if requested by Mentorly, defend, at Client’s expense, Mentorly and our affiliates, employees, directors, officers and agents from and against any claim, demand, suit, loss, damage, liability, judgment, lien, penalty, fine, cost and expense (including reasonable attorney’s fees), directly or indirectly arising out of, related to, in connection with or resulting from (a) Client’s material breach of its obligations under these Terms of Services; or (b) its willful misconduct, intentional fault, gross negligence and/or criminal or fraudulent conduct. For the avoidance of doubts, if the Services are used to collect, use or disclose Personal Information outside of Canada, Client is responsible for complying with such legislations applicable to Personal Information and unless agreed otherwise, Mentorly is not responsible for foreign legislations.

If a claim is made pursuant to section by Mentorly resulting from a third-party claim, lawsuit, proceeding or dispute against Mentorly (a “Indemnification Claim”), Mentorly shall advise Client without undue delay by providing the necessary information regarding the Indemnification Claim, and Client shall assume the control of the defense of the Indemnification Claim. Notwithstanding the foregoing, Client shall keep Mentorly informed of the Indemnification Claim and shall not agree to any settlement without the prior written consent of Mentorly, which shall not be unreasonably withheld, conditioned or delayed. Any settlement which does not include a complete release of Mentorly from all liability with respect thereto or that imposes any liability or obligation on Mentorly without the prior written consent of Mentorly shall be presumed null and void.

12. Disclaimers

Except as provided in these Terms of Services, the Services, including the Documentation, and the Professional Services are provided “as is”, “where is” and “as available”.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS SET FORTH IN THESE TERMS OF SERVICES, MENTORLY MAKES NO OTHER REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, INCLUDING REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE SERVICES, THE PROFESSIONAL SERVICES, THE DOCUMENTATION, REPORTS, OUTPUTS OR DATA WHICH ARE DERIVED FROM OR RESULT FROM THE USE OF THE SERVICES, AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CLIENT HEREBY WAIVES ANY LEGAL WARRANTY EXCEPT AS OTHERWISE PROVIDED IN THESE TERMS OF SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT ACKNOWLEDGES THAT MENTORLY IS NOT RESPONSIBLE FOR THE INTEGRITY OF THE CLIENT MATERIAL PROCESSED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ITS COMPLETENESS, LAWFULNESS, ACCURACY, VALIDITY, AUTHORIZATION FOR PROCESSING AND INTEGRITY OVER TIME AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OF SUCH CLIENT MATERIAL.

13. Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES, EMPLOYEES, SUBCONTRACTORS OR AGENTS FOR ANY LOSS OF PROFITS, OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IN CONNECTION WITH THESE TERMS OF SERVICES, INCLUDING THE PERFORMANCE OF THE SERVICES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.

EXCEPT AS SET FORTH UNDER SECTION 11, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY FOR ANY DAMAGES UNDER THESE TERMS OF SERVICES WHETHER ARISING BY STATUTE, CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY (AND NOT OTHERWISE REFUNDED TO) CLIENT TO MENTORLY FOR THE SERVICES DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM.

14. Force Majeure

A force majeure event shall mean circumstances beyond the reasonable control of Mentorly which cannot be reasonably foreseen and are not caused by the negligence of Mentorly, including, but not limited to, an act of God, fire, flood, storm, epidemic, pandemic, revolution, act of terrorism, electric or network failure, riot or civil commotion (but excluding strikes and industrial Disputes of a third party) (a “Force Majeure Event”). A cyberattack may be considered a Force Majeure Event if it is not reasonably foreseen and if not caused by the negligence of Mentorly (such as if the information security controls are not appropriate), which may include, zero-day exploits and distributed denial of service attacks. Notwithstanding anything to the contrary, COVID-19 and any related consequences shall be considered a Force Majeure Event even if known at the time of signature. You agree that we are not liable for any delays, acts or omissions caused by a Force Majeure Event.

15. Termination

Monthly Plans: Unless indicated otherwise in an Order Form, Monthly Plans refer to no-commitment month-to-month Subscription Terms. You may terminate the Order Form at any time for Monthly Plans. We just need you to give us a 30 days’ notice. Also, if you do not want us to invoice you for the next month (each a “Billing Cycle”), you must provide us with this notice 30 days before the next Billing Cycle, otherwise, you will be charged for the Services for the entire Billing Cycle even if you terminated the Order Form. Here’s an example: If you cancel on June 15th, the cancellation is effective on July 15th. This means you will pay for the entire month of July, because you didn’t cancel 30 days before this Billing Cycle. However, you will not pay for August, because you cancelled 30 days before this Billing Cycle.

Annual Plans: Either Party may terminate an Order Form for cause if the other Party has committed a material breach of these Terms of Services and following a written notice providing details to this effect, has not cured this material breach within thirty (30) days. If we terminate because of your material breach, we will not reimburse the Fees. If you terminate because of our material breach, we will reimburse the Fees in proportion of the remaining days in the annual plan. You hereby waive the application of articles 2125 and 2129 of the Civil Code of Quebec, if applicable to you.

General:

If an Order Form is terminated and there are no other Order Forms associated with these Terms of Services, these Terms of Services are automatically terminated.
We may terminate an Order Form at any time by providing you with a 90 days prior written notice. If we do so, we will reimburse any Fees paid in advance in proportion of the remaining days in your Subscription Term.
We may suspend parts or all of your access to the Services in case of a breach of these Terms of Services or as required to protect the Services, such as for information security purposes. We will provide you with a notice and explanations.
Any provisions which by their nature should survive the Term will survive the Term.
Once your Subscription Term is terminated for any reasons whatsoever, you agree and understand that we may delete the Client Material and that you will not be able to retrieve such Client Material. It is your responsibility to retrieve any such Client Material before the end of your Subscription Term.

16. Governing Law and Jurisdiction

These Terms of Services, including their interpretation and effect, is governed by the laws applicable in the Province of Québec, Canada, without regard to its conflict of law provisions. Both Parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Québec, in respect to any claim, proceeding or action relating to or otherwise arising out of these Terms of Services howsoever arising. You agree and understand that you may not be part of a class action lawsuits against us, and you hereby waive your right to participate in a class action lawsuit. You also agree to try to solve any dispute amicably with us prior for using the courts and to consider mediation where appropriate.

17. General

We may modify these Terms of Services as required. If we modify these Terms of Services, we will provide you with a notice at least thirty (30) days before the changes become enforceable. If you do not agree with the changes, you may contact us at info@mentorly.co so that we may find a business solution. If we find no business solution, you may terminate these Terms of Services for cause.

The waiver of a breach of any provision of these Terms of Services will not operate or be interpreted as a waiver of any other or subsequent breach. If any part of these Terms of Services is held to be invalid or unenforceable, that part will be severed, and the remaining of these Terms of Services will remain in force. You agree that Mentorly can use Client Marks as part of proposals and for reference purposes as part of marketing materials. You may opt out at any time in writing at info@mentorly.co.

The Parties are independent contractors, and these Terms of Services do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them.

Except to an affiliate in the context of a bona fide corporate reorganization, neither Party may assign any part of these Terms of Services without the other Party’s written consent, which may not be unreasonably withheld. Notwithstanding the foregoing, Mentorly shall have the right to assign any of its rights and obligations under these Terms of Services, in whole or in part, as part of the sale of all or substantially all of its assets that relate to these Terms of Services. These Terms of Services describe the entire understanding and agreement of the Parties and supersedes all oral and written agreements or understandings between them related to its subject matter.