Terms and Conditions
Last Revised: June 30, 2020
Welcome to MentorCloud
MentorCloud™, an online platform (hereinafter the “Platform”) for mentoring and knowledge sharing, is a proprietary solution offered by MentorCloud, Inc., a Delaware Corporation (hereinafter “MentorCloud”, “We”, “Us”). The Platform is intended for individual users or members (hereinafter “Members”, “Users”, “You”) affiliated to a specific organization. We provide services (hereinafter the “Service”, “Services”) through one or more websites (hereinafter our “Websites”). Our current Websites may be found at http://www.mentorcloud.com and http://X.mentorcloud.com (where X is the name referring to the organization for whom We provide our platform and the Service, pursuant to separately executed forms and agreements) Please read the following important terms and conditions (“Terms of Service”) carefully. These Terms of Service govern your access to and use of the Services, including any content, information, products therein. This is a legal agreement between You and Us.
Under the Service, we make available to You a variety of tools that allow You to meet other professionals, exchange information and perspectives, access content, share knowledge, make decisions from building trusted relationships with individuals or groups of individuals. For example, You can create personal profiles, where You can share information about your name, professional history, academic history, accomplishments, work experience, areas of interest, blogs and websites You manage or wish to refer to, preferences to connect and communicate with other Users. You may also find Users who share Your interests and goals, and begin to communicate with them, either privately or in public discussion forums. Notwithstanding the foregoing, the number of features and tools made available to You to facilitate Your professional growth, may vary at our sole discretion, and We do not make any representation that a particular feature or tool will be available at any given time.
Modification of the Service or Terms of Service
We reserve the right, in our sole discretion, at any time to modify, discontinue or terminate the Service, or modify these Terms of Service without notice. All modified terms and conditions will be effective after We have notified You of the changes. If any modified terms and conditions are not acceptable to You, your sole remedy is to cease using the Service, and if applicable, cancel your account by sending an email to email@example.com (or to your organization’s administrator if You are accessing the Service as a member of a specific organization for whom we provide the Platform and the Service). By continuing to access or use the Service after We have notified You of the changes, you agree to be bound by such changes.
Use of the Service
You may use the Service only if You can and are competent to form a binding contract with Us, and only in compliance with these Terms of Service and all applicable local, state, national, and international laws, rules and regulations. You must provide Us with accurate information, including your real name, when You create your account on our platform. We may, without prior notice to You or to Users generally, change the Service, stop providing the Service or features of the Service, to You or to Users generally; or create usage limits for the Services. You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under your password. We encourage You to use “strong” passwords (that use a combination of upper and lower case letters, numbers and symbols) with your account. We will not be liable for any loss or damage arising from your failure to comply with these requirements. To register for the Service or to otherwise use the Service, you must be (1) at least 18 years of age, or (2) at least 13 years of age and have parental consent. Do not register for or use our Services if you are not at least 18 years of age or at least 13 years of age and have parental consent.
If access to MentorCloud has been given to You by another organization or other legal entity, such entity may have a separate agreement with Us, besides these Terms of Service, but You are nevertheless individually bound by this Agreement. If You do not want to become a user, do not agree with these Terms of Service, DO NOT register yourself for the Service, or click on any activation link, and do not access, view, use any page of the Service. By becoming a user You acknowledge that You have read and understood the terms and conditions of this Agreement and agree to be bound by all of its provisions.
- You own the information You provide on MentorCloud under this Agreement, and may request its deletion at any time, unless You have shared information or content with others and they have not deleted it, or it was copied or stored by other users.
- Information You share on MentorCloud Platform generally falls into one of two areas -
- Public information: This information includes your name, professional history, academic history, accomplishments, work experience, areas of interest, blogs and websites You manage or wish to refer to, preferences to connect and communicate with other Users, that You would have voluntarily entered or shared in the platform. Such information is visible to all Users within the organization(s) You belong to. Visibility of this information to other Users is critical for other professionals to get to know You, and for You to get to know other users, and accordingly build trusted relationships.
- Private information: This information includes messages that You voluntarily exchange with Your chosen users, within the specific areas of the Service. This information is only visible to You and the Users You have elected to communicate with. To be able to send other Users email alerts and/or to facilitate Users to respond to messages via email from other Users, our software algorithms electronically and securely parse the messages and process them accordingly. These messages are stored in an encrypted format on our platform, and are not read or retrieved by anyone on our team, except when lawfully required as per the item 4 in ‘Our Obligations’ section below.
- By providing information to Us, You represent and warrant that You are entitled to submit the information and that the information is accurate, and not in violation of any contractual restrictions or other third party rights. It is Your responsibility to keep Your profile information on MentorCloud Platform accurate and updated.
- To be eligible to use the Service, You must meet the following criteria and represent and warrant that You: (1) are (i) at least 18 years of age, or (ii) at least 13 years of age and have parental consent; (2) are not currently restricted from accessing the Service, or not otherwise prohibited from having an account, (3) are not our competitor, or are not using the Service for reasons that are in competition with Us; (4) will only maintain one registered account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which You are a party; (6) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (7) agree to provide at your cost all equipment, browser software, and internet access necessary to use the Service.
- You indemnify Us and hold Us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content You submit to the Service, and (3) any activity in which You engage on or through Us.
- We offer today or may offer in the future, various forums, blogs and other community areas where You can post your observations and comments on specific topics. We may also enable sharing of information by allowing Users to post updates, including links to articles and other information to their profile. Ideas You post and information You share may be seen and used by other Users, and We cannot guarantee that other Users will not use the ideas and information that You share on the platform. Therefore, if You have an idea or information that You would like to keep confidential and/or do not want other Users to see or use, or that is subject to third party rights that may be infringed by your sharing it, do not post it anywhere on the MentorCloud platform. We are not responsible for a User’s misuse or misappropriation of any content or information You post in any area of the Services.
- Your use of the Service, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that You are not prohibited from receiving USA origin products, including services or software.
- Our usage of the information You voluntarily provide, will be limited to providing You relevant resources that You can benefit from. We will not sell your information or use it for any other purpose, other than working hard to make your interactions with MentorCloud, more meaningful to You. Our purpose is to facilitate your professional growth, and/or give You the tools to help others grow. Our usage of the information You provide will thus be restricted to this core purpose of the MentorCloud platform.
- For as long as We offer the Service, We shall provide and seek to update, improve and expand the Service. As a result, We allow You to access the Service as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue the Service, partially or entirely, or change and modify prices for all or part of the Service in our sole discretion. All of these changes shall be effective upon their posting on our Websites or by direct communication to You unless otherwise noted. We further reserve the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Us to be contrary to this Agreement. For avoidance of doubt, We have no obligation to store, maintain or provide You a copy of any content that You or other users provide when Using the Services.
- We may include links to third party Web sites (“Third Party Sites”) in certain areas of the Service. We are providing such sites only to help You derive additional value from Your interaction with our platform. We are not responsible for and do not endorse any features, content, advertising, products or other materials on or available from such Third Party Sites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
- You acknowledge, consent and agree that We may access, preserve, and disclose your registration and any other information You provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including but not limited to civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a user, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or our personal safety, or that of the Users or the public.
- You are solely responsible for your interactions with other Users. We have no obligation, to monitor disputes between You and other users and to restrict, suspend, or close your account if We determine, in Our sole discretion, that doing so is necessary to enforce this Agreement.
User DO’s & DON’T
As a condition to access the Service, You agree to this user Agreement and to strictly observe the following DOs and DON’Ts:
Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements;
- provide accurate information to Us and update it as necessary;
- review and comply with notices sent by Us, if any, concerning the Services.
- Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit the Service (excluding content posted by You);
- Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Service, or any part thereof;
- Utilize information, content or any data You view on and/or obtain from the Service to provide any service that is competitive with Us;
- Imply or state, directly or indirectly, that You are affiliated with or endorsed by Us unless You have entered in to a written agreement with Us;
- Adapt, modify or create derivative works based on the Service or technology underlying the Services, or other Users’ content, in whole or part;
- Rent, lease, loan, trade, sell/re-sell access to the Service or any information therein, or the equivalent, in whole or part;
- Deep-link to the Service for any purpose, i.e. including a link to our proprietary web pages other than our home page;
- Access, reload or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web based applications;
- Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages contained in the site;
- Use automated methods to add contacts or send messages;
- Access, via automated or manual means or processes, the Service for purposes of monitoring its availability, performance or functionality or for any competitive purpose;
- Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Websites;
- Attempt to or actually access the Service by any means other than through the interface provided by Us;
- Attempt to or actually override any security component included in or underlying the Service;
- Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Service, including those of both MentorCloud Inc. or any of its licensors;
- Remove, cover or otherwise obscure any form of advertisement included as part of the Service;
- Use any information obtained from the Services to harass, abuse or harm another User;
- Collect, use or transfer any information, including but not limited to, personally identifiable information obtained from the Service except as expressly permitted in the Agreement or the owner of such information may expressly permit;
- Upload a cartoon, symbol, drawing or any content other than your own photograph in your profile;
- Use or attempt to use another’s account without proper authorization, or create a false identity on the platform;
- Infringe or use our brand, logos and/or trademarks, company name, solution name, in any business name, email, URL or including our trademarks and logos on any website without authorization;
- Upload, post, email, transmit or otherwise make available or initiate any content that: falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present; is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable; includes information that You do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; includes any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment belonging to Us or any User; forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field).
- Participate, directly or indirectly, in the setting up or development of a network which seeks to implement practices which are similar in scope to the Service.
Limitation of MentorCloud’s Liability
IN NO EVENT WILL MENTORCLOUD INC., ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, SUBSIDIARIES, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, CONTENT AND USER ACTIVITY WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT WILL OUR CUMULATIVE LIABILITY TO YOU EXCEED $100.
These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between You and Us that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California. These Terms of Service shall constitute the entire agreement between You and Us concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.
Termination & Cancellation
We may immediately terminate or suspend your access to the Service and remove any content from our servers, in the event that You breach these Terms of Service. Notwithstanding the foregoing, We also reserve the right to terminate the Service or your access thereto at any time and for any reason. After such a termination, You understand and acknowledge that We will have no further obligation to provide the Service. Upon termination, all licenses and other rights granted to You by these Terms of Service will immediately cease. We will not be liable to You or any third party for termination of the Service or termination of Your use of the Service. UPON ANY TERMINATION OR SUSPENSION, ANY INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED VOLUNTARILY OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, We will have no obligation to maintain any information stored in our database related to your account or to forward any information to You or any third party. You may terminate your account at any time and for any reason by sending an email to firstname.lastname@example.org. Upon any termination by a User, the related account will no longer be accessible. Any cancellation request will be handled within 30 days of receipt of such a request by Us. Any suspension, termination or cancellation will not affect your obligations to Us under these Terms of Service (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
GDPR and PRIVACY SHIELD: For our European Customers and Individuals
- For the purposes of this GDPR Section, “European Individuals” will mean individuals, who resides or are visiting in Europe.
- For the purposes of this GDPR Section, “Personal Data” will have the meaning ascribed to it in the GDPR.
- If You do not reside in Europe, this Section is not applicable to You unless You give us Personal Data, as defined in the GDPR, of a European resident or European employee for processing including storing.
- You and We both agree to comply with the letter and spirit of the European Union General Data Protection Regulation (“GDPR”), which Went into effect on May 25, 2018.
- At any time, upon Your request, We will discontinue the transport of Your Personal Data to the United States for processing provided We no longer need such information for billing and other operational purposes or legally required to keep such information.
- You acknowledge that, if We discontinue the transport of Your Personal Data to the United States for processing, You will no longer be able to access Our Platform and use Our Services from Europe and perhaps from elsewhere in the world. .
- We will use Your Personal Data solely in conjunction with the Services that We are providing to You.
- We will not use Your Personal Data for any purpose not connected to Our provision of Services to You.
- We agree not to disclose Your Personal Data to any third party, who is not helping us in processing Your Personal Data in connection with Our Services.
- We agree to notify You within 72 hours of Us disclosing Your Personal Data without Your authorization to do so to any one not authorized hereunder to receive and use such Personal Data.
- Once You have registered to be a User or use our Service, You may opt out as a User simply by notifying us at email@example.com. If You opt out, We will delete Your Personal Data from Our Platform and You will no longer be able to use Our Service unless You re-register.
- Once You have registered to be a User or otherwise use our Service, You may at any time request Us at firstname.lastname@example.org to provide You with a copy of all of Your Personal Data that We have stored in Our Platform/Systems.
- Once You have registered to be a User or otherwise use Our Services, You may request Us at email@example.com to erase all of Your Personal Data that We store in Our Platform/systems. We will do so as soon as possible provided that We are not required to keep part or all of such Personal Data by applicable law or Your contractual obligations with Us including paying the full amount for the Service.
- You acknowledge that, if We have erased Your Personal Data pursuant to Your request, You will no longer be able to access the Platform or use or Services.
- You agree that, before You provide us or the Platform with the Personal Data of a European Individual, You will obtain the consent of such European Individual to disclose such Personal Data to us (the “Consent”).
- You agree that if You give us the Personal Data of one of Your European employees that You have the Consent of such European employees to disclose such Personal Data to Us.
- You agree that You will keep such Consent for three years after the end of the Service in which You used such Personal Data.
- You agree that You will provide us with copies of such consent upon Our request.
- We agree to allow You or Your representative to reasonably audit Our books and records with respect to Our storage and processing of Your Personal Data.
- We will ensure that Our personnel required to access Your Personal Data and that of Your European residents are properly trained in the handling of Personal Data and subject to a binding duty of confidentiality with regard to such Personal Data.
- We will implement and maintain appropriate technical and organizational measures to safeguard this Personal Data.
- We will protect the Personal Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage or theft of personal data and appropriate to the nature of the Personal Data, which is to be protected.
- If We provide Personal Data to third parties involved in providing the Service, We will include in Our agreement with them comparable privacy and secrecy provisions.
- If We or You become aware of and confirm any accidental, unauthorized or unlawful destruction, loss, alteration, or disclosure of, or access to Your Personal Data in the course of providing the Service (a “Security Breach”), We or You will notify the other of the Security Breach within forty-eight hours.
- You and We agree that the transport of Your Personal Data will be in full compliance with (i) the standard contractual clauses promulgated by the European Union, copies of which have been reviewed by each of Us and are available at http://ec.europa.eu/justice/data-protection/international-transfers/transfer/index_en.htm, (the “Standard Contractual Clauses”) or (ii) Our EU-US Privacy Shield and Swiss-US Privacy Shield certifications once Our filing for such certifications is accepted by the U.S. Department of Commerce.
- To the extent there are any inconsistencies between this Agreement, the Standard Contractual Clauses, or the Privacy Shield, the Standard Contractual Clauses or Privacy Shield, as applicable, will prevail.
- Each of Us will immediately notify the other if We believe a violation of this Section or of any of the Standard Contractual Clauses or Privacy Shield, as applicable.
- You and We will each use Our best efforts and cooperate in good faith to cure the violation as soon as possible.