Terms and Conditions

Thank you for visiting the Mentored™ website located at www.mentored.com (the “Site”) and/or the Mentored™ mobile application (“App”). The Site and App are Internet properties of Mentored, LLC (“Mentored™,” “we” or “us”). You agree to the following Mentored™ Terms and Conditions and End User License Agreement (“Terms and Conditions”), in their entirety, when you: (a) access or use the Site; (b) attempt to download and/or access the App; © register to browse the directory (“Directory”) of third party mentoring services providers (“Mentors”) that provide mentoring services (“Mentoring Services”) to interested parties as made available on the Site and through the App; (d) purchase and/or otherwise qualify for Mentored™ credits (“Credits”) that can be used to purchase Mentoring Services from a Mentor to be provided by and through the platform made available on the Site and through the App; (e) register for inclusion in our Directory as a Mentor; (f) register as a sponsor (“Sponsor”) in connection with the “Mentored™ Sponsored Session Program” in order to purchase and contribute Credits (each, a “Sponsor Contribution”) for purposes of sponsoring Mentoring Services sessions (each a “Session”) as provided by participating Mentors to Students (as defined below) by and through the Site/App platform, and associated Directory; and/or (g) access and/or download any of the text, educational material, coursework, audio, video or other content made available by and through the Site and/or App (collectively, “Content,” and together with the Site, App, Directory, Mentoring Services, Credits and Mentored™ Sponsored Session Program, the “Mentored™ Offerings”). Where you wish to register to be listed in the Directory as a Mentor, you must agree to the Mentor Agreement located here.

The Mentored™ Website Privacy Policy (“Privacy Policy”), the Mentor Agreement, the Mentored™ Sponsored Session Program Rules (the “Sponsored Session Program Rules”) and any and all other applicable operating rules, policies and other supplemental terms and conditions or documents that may be published from time to time are expressly incorporated herein by reference (collectively, the “Agreement”). * Please review the Agreement carefully. If you do not agree to the terms and conditions contained within the Agreement in its entirety, you are not authorized to use, or attempt to use, the Mentored™ Offerings in any manner or form whatsoever.*

IF YOU ARE A PARENT OR LEGAL GUARDIAN AND YOU PROVIDE CONSENT FOR YOUR CHILD TO USE THE MENTORED™ OFFERINGS, YOU AGREE TO BE BOUND BY THE AGREEMENT IN CONNECTION WITH YOUR CHILD’S USE OF THE MENTORED™ OFFERINGS.

1. Scope of Agreement. You agree to the terms and conditions outlined in the Agreement with respect to your use of the Mentored™ Offerings. The Agreement constitutes the entire and only agreement between you and Mentored™ with respect to your use of the Mentored™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. Unless explicitly stated otherwise, any future offer(s) or product(s) made available to you on the Site and/or through the App that augment(s) or otherwise enhance(s) the current features of the Mentored™ Offerings shall be subject to the Agreement. You understand and agree that Mentored™ is not responsible or liable in any manner whatsoever for your inability to use the Mentored™ Offerings.

2. Modification of Agreement. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that: (a) any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, “Dispute Resolution Provisions”) shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions (“Billing Provisions”) shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site and through the App, and you should review the Agreement prior to using the Mentored™ Offerings. By your continued use of the Mentored™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).

3. Requirements/Necessary Equipment. THE MENTORED™ OFFERINGS ARE NOT AVAILABLE TO ANYONE UNDER THE AGE OF EIGHTEEN (18) (OR THE APPLICABLE AGE OF MAJORITY, IF GREATER THAN EIGHTEEN (18) YEARS OF AGE) WHOSE REGISTRATION HAS NOT BEEN APPROVED BY A PARENT OR LEGAL GUARDIAN. If you are a under eighteen (18) years of age, or the applicable age of majority, if greater than eighteen (18) years of age, and you wish to access the Mentored™ Offerings, you must have your parent(s) or legal guardian(s) (collectively, “Parent”): (a) give you their permission to access and use the Mentored™ Offerings; and (b) review the Agreement with you, discuss any questions that you may have. In addition, if you are under thirteen (13) years of age (a “Child User”), you must have your Parent complete the registration process and open the Mentored™ account through which you will access the Mentored™ Offerings. If you are a Parent, you are responsible for exercising supervision over your children’s online/mobile activities. If, as a Parent, you do not agree to the terms of the Agreement, do not let your child access and/or use the Mentored™ Offerings. If you are the Parent of a child under eighteen (18) years of age, or the applicable age of majority, if greater than eighteen (18) years of age, and you believe that your child has accessed the Mentored™ Offerings without your authorization, please Contact Us.

You shall be responsible, at all times, for ensuring that You have a mobile device, Internet connection, wireless service plan and/or other equipment necessary to access and use the Mentored™ Offerings. Please be advised that in order to use the Mentored™ Offerings through: (i) the Site, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access; and/or (ii) the App, you must obtain a mobile device, and a wireless service plan, sufficient to download and utilize the App. You must provide all equipment necessary to make such connection to the Internet, including a computer, mobile device and modem or other access device. Mentored™ does not guarantee continuous, uninterrupted or secure access to the Mentored™ Offerings. Without limiting the foregoing, Mentored™ does not guarantee that the App can be accessed: (A) on all mobile devices; (B) through all wireless service plans; and/or © in all geographical areas. Mentored™ does not guarantee the quality, speed or availability of your mobile device’s Internet connection. Standard messaging, data and wireless access fees may apply to your use of the App. You are fully responsible for all such charges and Mentored™ has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier. Operation of the Mentored™ Offerings may be interfered with by numerous factors outside of our control.

4. Non-Endorsement.

(a) Mentored™ does not sponsor, recommend or endorse: (i) any Mentor that is accessible by and through the Directory; (ii) any student obtaining Mentoring Services (“Student”); and/or (iii) any Sponsor making a Sponsor Contribution. The Site and App facilitate communication between Mentors, Students and potential Students. Some of the Mentors that are accessible by and through the Directory pay a fee for inclusion in the Directory.

(b) The Mentored™ Offerings contain Content that is provided directly by Mentors, Students, Sponsors and other parties that use the Site and App (collectively, “Users”). Mentored™ in no way endorses the Content made available by Users by and through the Mentored™ Offerings. The Content and other information submitted or made available by Users is not verified or reviewed in any way before it appears on the Site, App and/or otherwise by and through the Mentored™ Offerings. Mentored™ does not represent or warrant that the Content made available by Users is accurate, complete, valid, instructional or appropriate. You agree that Mentored™ shall have no obligation, and incur no liability to you, in connection with any Content made available by Users. Please use caution and common sense when using the Mentored™ Offerings. Each User shall be solely responsible for the Content posted by her/him by and through the Mentored™ Offerings. Mentored™ reserves the right to prohibit any conduct by Users or remove any Content from the Mentored™ Offerings at any time and for any reason, in Mentored’s™ sole discretion. The reasons for removal may include where Mentored™ believes that the Content posted by a User is unsuitable for the Mentored™ Offerings for any reason including, without limitation, where: (i) the Content contains or links to material that could be considered unlawful, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable; (ii) the Content contains or links to material that infringes upon the trademark, trade name, service mark, copyright, license, or other intellectual property or proprietary right of any third party; (iii) Mentored™ believes that a User is, at any time, conducting any commercial activity by and through the Mentored™ Offerings (other than as expressly authorized by Mentored™); and/or (iv) Mentored™ believes that a User is in violation of the Agreement.

© Mentored™ does not involve itself in the agreements arrived at by and between Mentors and Students, or in the actual provision of Mentoring Services in connection with the relationships created thereby. Therefore, Mentored™ does not make any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of either its Mentors or Students. Students, and not Mentored™, are solely responsible for assessing the competency, trustworthiness, honesty and integrity of all Mentors that such Students contact via the Directory.

5. Site and App Forms/Password. In order to utilize certain of the Mentored™ Offerings, you may be required to submit a registration form (collectively, “Form”). The information that you must supply on the Form may include, without limitation: (a) your name; (b) your e-mail address; © your Parent’s e-mail address (if you are under eighteen (18) years of age, or the applicable age of majority, if greater than eighteen (18) years of age); (d) your date of birth; (e) your credit card information and billing address (where purchasing Mentoring Services and/or making a Sponsor Contribution); (f) your mobile and/or day time telephone number; (g) information about the Mentoring Services that you are offering to prospective Students, and your associated credentials (where you are registering as a Mentor); (h) your mailing address and telephone number (where you are registering as a Mentor and/or making a Sponsor Contribution); (i) information requested for a background check (where you are registering as a Mentor); and/or (j) any other information requested by us on the Form (collectively, “Registration Data”). You agree to provide true, accurate, current and complete Registration Data, as necessary, in order to maintain it in up to date and accurate fashion.

Where a Child User requests to register for any Mentored™ Offerings, Mentored™ will require verifiable consent from that Child User’s Parent. During the registration process, we may initially collect the following information about a Child User: (i) her/his nickname; (ii) her/his e-mail address; (iii) her/his Parent’s e-mail address; and (iv) the year of her/his birth. Where the year of birth submitted indicates that a Child User has attempted registration, we will immediately suspend the registration, and seek Parental consent by sending the Parent a confirmation e-mail. The Parent must then activate the link in the confirmation e-mail, submit credit card information for age verification purposes and set up a Parent account, with a sub-account for the applicable Child User with a password and username that the Child User can use to access the Mentored™ Offerings.

You may terminate your Child User’s permission to access the Mentored™ Offerings at any time by contacting Mentored™ at: info@mentored.com or by changing the password for the applicable Child User’s sub-account using the features provided in connection with the Parent account. If you register your child as a Child User, you agree to permit the Child User to access and use any and all of the products and services made available by and through the Mentored™ Offerings.

Mentored™ may reject your Form and/or terminate your account at any time and for any reason, in its sole discretion. Such reasons may include, without limitation: (A) where Mentored™ believes that you are in any way in breach of the Agreement; (B) where Mentored™ believes that you are engaged in any improper conduct in connection with the Mentored™ Offerings; and/or © where Mentored™ believes that you are, at any time, conducting any unauthorized commercial activity by and through your use of the Mentored™ Offerings.

As part of the registration process, you must create a password (“Password”) for purposes of protecting the log-in to your account. You are responsible for keeping your Password confidential and secure. You will remain, at all times, fully responsible for any and all activities that occur through use of your Password and your account. You agree to: (I) immediately notify Mentored™ of any unauthorized use of your Password or account, or any other breach of security; and (II) ensure that you exit from your account at the end of each Session. Mentored™ will not be liable for any loss or damage arising from your failure to comply with this Section 5.

6. Directory/Listings/Mentoring Services. Mentored™ provides Users with the opportunity to locate and retain a Mentor (for free or paid Sessions) through some or all of the following methods: (a) recommendations generated by Mentored’s™ Mentor-matching algorithms (“Matches”); and/or (b) conducting searches for Mentors by name, city, state or zip code, whereby Users can: (i) view the Mentor listings (“Listings”) generated from Matches and/or that match their search queries; (ii) obtain contact information for Mentors in order to contact them regarding their Mentoring Services; (iii) contact Mentors directly by and through Mentored’s™ internal communication platform; and/or (iv) purchase Mentoring Services, and/or obtain free Mentoring Services Sessions, from Mentors. Some of the Mentors that are accessible by and through the Directory Service, and/or that are presented to you as Matches, pay a fee for inclusion in the Directory Service and to be considered as potential Matches, as applicable. Please be advised that by registering for the Mentoring Services, you grant Mentored™ permission to remind you of appointments and send you other Mentored™ Offerings-related updates via SMS text messages. Standard data and usage charges for SMS, MMS may apply, as determined by your mobile carrier and applicable mobile services plan. To opt out of receiving Mentored™ Offerings-related updates via SMS text messages, please Click Here.

Please be advised that Mentored™ does not itself provide any underlying Mentoring Services, and the ultimate terms and conditions of any Mentoring Services will be determined by the applicable Mentor(s). As a result, Mentored™ has no control over the quality of the Mentoring Services. The Listings contain descriptions that are provided directly by the applicable Mentors. Mentored™ does not represent or warrant that the descriptions are accurate or complete. As a result, Mentored™ has no control over the truth or accuracy of the Listings. We are not responsible for ensuring that the applicable Mentor and/or Student actually completes a transaction. Mentored™ does not guarantee that Students will successfully find a Mentor through use of the Directory and/or Matches. The determination of the need for Mentoring Services and the choice of Mentor are extremely important decisions and should not be based solely on advertisements, claims of expertise or rates offered by any Mentor. Mentored™ is not responsible for, and in no way endorses, any description or indication of specialization provided by any Mentors that are accessible through use of the Directory and/or Matches. Mentored™ does not review and makes no representations as to the credentials, licensure or standing of any Mentors. When considering retaining a Mentor, Students (or parent(s)/guardians(s), as applicable) should ask for free background information from that Mentor and check that Mentor’s credentials. Students (or parent(s)/guardians(s), as applicable) should make an independent investigation, and confirm and verify all claims made by any Mentor. Students (or parent(s)/guardians(s), as applicable) are encouraged to use caution when reviewing any information submitted by Mentors. You understand and agree that Mentored ™ shall not be liable to you or any third party for any Mentoring Services offered by any Mentor.

7. Mentored™ Sponsored Session Program. Where you have successfully registered as a Sponsor in connection with the Mentored™ Sponsored Session Program, you can make Sponsor Contributions to sponsor Mentoring Services Sessions as provided by participating Mentors to Students by and through the Site/App platform, and associated Directory. Sponsor Contributions are available in increments of Fifteen Dollars ($15.00), and each such increment represents payment for a one (1) hour Session for a Student with a Mentor hosted by and through the Site and/or App (“Sponsored Session”); provided, however, that some Mentors may establish different rates per Session. You cannot select the specific Student that will receive your Sponsor Contribution. Sponsored Sessions will be assigned to Students in Mentored’s™ sole discretion. Notwithstanding the foregoing, Mentored™ may, in its sole discretion from time-to-time, permit Sponsors to select certain criteria (including, but not limited to, geographic location or scholastic subject matter) that such Sponsors may use to target their respective Sponsor Contributions. The terms and conditions applicable to the Mentored™ Sponsored Session Program are more fully set forth in the Sponsored Session Program Rules.

ALL DETERMINATIONS WITH RESPECT TO SPONSORED SESSIONS WILL BE MADE IN MENTORED’S™ SOLE AND ABSOLUTE DISCRETION, AND WILL BE FINAL AND BINDING.

8. Purchasing and/or Earning Credits for Mentoring Services/Making Sponsor Contributions. The Mentored™ Offerings enable Students to purchase and/or earn Credits that can be used to obtain Mentoring Services from Mentors, and allow Sponsors to make Sponsor Contributions of Credits. Upon completion of the applicable Form associated with the purchase of Mentoring Credits, whether for your own use or for a Sponsor Contribution, as applicable: (a) the credit card or debit card that was provided on the Form (where selected as the preferred payment method); or (b) your PayPal® account (where selected as the preferred payment method) (collectively, “Payment Method”), will be charged/debited the applicable purchase price for the Mentoring underlying Credits. While Mentored™ processes the payment of Credits by and through the Site and/or App, as applicable, all purchases of Mentoring Services are made directly from the applicable Mentor(s), and Mentored™ shall not be liable for any billing dispute between you and any Mentor(s). ALL SALES OF CREDITS ARE NON-REFUNDABLE.

Please note that the Credits have no monetary or other value, and cannot be exchanged for cash, products and/or merchandise, other than in connection with purchasing Mentoring Services Sessions and/or making Sponsor Contributions by and through the Mentored™ Offerings.

In addition to the foregoing, current and prospective Students may be eligible to earn Credits in connection with certain activities, such as completing their initial Mentored™ registration, referring friends and/or other activity designated by Mentored™ (collectively, “Credit Rewards”), as such Credit Rewards are made available by Mentored™ from time-to-time in its sole discretion. Mentored™ reserves the right to prohibit, invalidate and/or rescind any Credit Rewards where Mentored™, reasonably determines in good faith, that the subject Credit Rewards were improperly earned, invalid, fraudulent or otherwise obtained in violation of the Agreement. Additional terms and conditions associated with each Credit Reward will be made available to current and prospective Students and/or Sponsors by and through the Mentored™ Offerings. For purposes of the Agreement, Credit Rewards shall be considered Mentored™ Offerings.

The fees associated with your purchases will appear on your Payment Method statement through the identifier “Mentored LLC”. All prices displayed on the Site and App are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States. Failure to use the Mentoring Credits does not constitute a basis for refusing to pay any of the associated charges. Subject to the conditions set forth herein, you agree to be bound by the Billing Provisions of Mentored™ in effect at any given time. Upon reasonable prior written notice to you (with e-mail sufficing), Mentored™ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of the Site and/or App, and/or the continued purchase of Mentoring Credits, after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment ormodification.

Mentored’s™ authorization to provide and bill for the Mentoring Credits is obtained by way of your electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. Mentored’s™ reliance upon your electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically preempt all state laws that recognize only paper and handwritten signatures.

9. Content. Subject to the terms and conditions of the Agreement, Users that possess the requisite technology shall have the opportunity to view, download and/or interact with all or some of the Content made available by and through the Site, App and/or other Mentored™ Offerings. The Content is compiled, distributed and displayed by Mentored™, as well as Mentors and other third-party content providers (“Third-Party Providers”). Mentored™ does not control the Content provided by Mentors and Third-Party Providers, as applicable, that is made available by and through the Mentored™ Offerings. Such Mentors and Third-Party Providers, as applicable, are solely responsible for the accuracy, completeness, appropriateness and/or usefulness of such Content. The Content should not necessarily be relied upon. Mentored™ does not represent or warrant that the Content and other information posted by and through the Mentored™ Offerings is accurate, complete, up-to-date or appropriate. You understand and agree that Mentored™ will not be responsible for, and Mentored™ undertakes no responsibility to monitor or otherwise police Content provided by Mentors and Third-Party Providers, as applicable. You agree that Mentored™ shall have no obligation and incur no liability to you in connection with any Content. You may find certain Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Content.

10. Ratings. As part of the Mentored Offerings, after Mentoring Services have been provided by a Mentor via the Site and/or App, the applicable Student can assign ratings (“Ratings”) to the Mentor that has provided her/him with Mentoring Services, as well as enter comments regarding her/his experience. Only a Student that has obtained Mentoring Services directly from a Mentor through the Site and/or App can provide Ratings with respect to that Mentor. The Ratings are not designed for any purpose other than for facilitating relationships between Students and Mentors, and you agree that you shall not market or export any Ratings in/to any venue other than the Site and App. We do not allow Mentors to import ratings or other user reviews to the Site and/or App from other websites because such feedback does not reflect the Mentors’ reputation within the Mentored™ community. Mentored™ undertakes no responsibility to monitor or otherwise police the Ratings provided by Students. Notwithstanding the foregoing, Mentored™ reserves the right to alter, remove and/or suspend any Ratings in its sole discretion including, but not limited to, where Mentored™ believes that such Ratings were the result of fraud, manipulation, dishonesty or are otherwise objectionable.

You understand and agree that Mentored™ is not responsible or liable in any manner whatsoever for any Ratings posted on, or otherwise made available by and through, the Site and/or App. Mentored™ shall not be liable to you or any third party for any claim in connection with any Ratings. You may find certain Ratings to be outdated, harmful, inaccurate and/or deceptive. lease use caution, common sense and safety when considering the Ratings.

11. Mentor/Student/SponsorInteractions.

You are solely responsible for your interactions with other Users including, but not limited to, Mentors, Students, Sponsors and/or other third parties. Because we are not involved in User interactions, in the event that you have a dispute with one or more Users, Mentors, Students, Sponsors and/or other third parties, you hereby release Mentored™ including, but not limited to, its officers, directors, members, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes. Mentored™ reserves the right, but has no obligation, to monitor disputes between you and other Users, Mentors, Students, Sponsors and/or other third parties. Students may decide to conduct in-person Sessions with Mentors (“In-Person Sessions”). Please be advised, however, that Mentored™ does not supervise the In-Person Sessions and is not involved in any way with the actions of any individuals, including Students and Mentors, at the In-Person Sessions. As a result, we have no control over the identity or actions of the individuals who are present at the In-Person Sessions. Please use caution, common sense and safety when arranging and participating in In-Person Sessions.

Each Mentor, Student, Sponsor and User shall be solely responsible for its Ratings, comments, opinions, statements, feedback and any content communicated to or otherwise made available to any other Mentor, Student, Sponsor and/or User, whether by and through the Mentored™ Offerings or otherwise (collectively, “User Content”). Mentored™ reserves the right to prohibit any conduct by Mentors, Students, Sponsors and/or other Users or remove any User Content from the Interactive Services, Site and/or App at any time and for any reason, in Mentored’s™ sole discretion. In connection with your User Content, you agree not to: (a) display any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third party; (b) display any audio files, text, photographs, videos or other images containing confidential information; © display any audio files, text, photographs, videos or other images that may be deemed indecent or obscene in your community, as defined under applicable law; (d) impersonate any person or entity; (e) “stalk” or otherwise harass any person; (f) engage in unauthorized advertising to, or commercial solicitation of, Students, Mentors or other Users; (g) transmit any chain letters, spam or junk e-mail to other Users; (h) express or imply that any statements you make are endorsed by Mentored™; (i) harvest or collect personal information of Students, Mentors or other Users whether or not for commercial purposes, without their express consent; (j) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Site, App or their respective contents; (k) post, distribute or reproduce in any way any copyrighted material, trademarks or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (l) remove any copyright, trademark or other proprietary rights notices contained on the Site and/or App; (m) interfere with or disrupt any of the Mentored™ Offerings and/or the servers or networks connected to same; (n) post, offer for download, e-mail or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (o) post, offer for download, transmit, promote or otherwise make available any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (p) “frame” or “mirror” any part of the Site and/or App; (q) use metatags or code or other devices containing any reference to the Mentored™ Offerings in order to direct any person to any other website for any purpose; and/or® modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Mentored™ Offerings or any software used on or in connection with same.

Engaging in any of the aforementioned prohibited practices shall be deemed a breach of the Agreement and may result in the immediate termination of your access to some or all of the Mentored™ Offerings without notice, in the sole discretion of Mentored™. Mentored™ reserves the right to pursue any and all legal remedies against Users that engage in the aforementioned prohibited conduct. In addition, Mentored™ reserves the right to contact the Parents and/or educational institution of a Student or Mentor (who is under the age of eighteen (18) or the applicable age of majority if higher) engaging in the aforementioned prohibited conduct, and disclose the applicable prohibited conduct to such Parent and/or educational institution, as applicable.

12. App Installation/Uninstall.

(a) Installation. Mentored™ believes in providing Users with clear, concise and complete disclosure before Users download and install the App, including a description of the primary functions of the App. The App requires User’s consent prior to installation. Mentored™ does not believe that Users should be deceived into downloading or installing the App.

(b) Uninstall. The App can be completely uninstalled in a straightforward manner and without requiring undue effort or skill, in most cases by using the traditional “uninstall” app function contained within your mobile device. Please be advised that in some instances, you may be required to restart your mobile device before all remnants of the App are completely uninstalled and removed from your mobile device. If you experience any problems installing and/or uninstalling the App, please contact us via e-mail at: info@mentored.com, or call us at: 1-888-227-5199.

THE APP IS NOT SPYWARE OR ADWARE. THE APP WILL NOT MONITOR HOW YOU USE YOUR MOBILE DEVICE, NOR WILL IT DELIVER ADVERTISEMENTS TO YOUR MOBILE DEVICE OTHER THAN WITHIN THE APP ITSELF.

13. License Grant. As a User of the Site and/or App, you are granted a non-exclusive, non-transferable, revocable and limited license to access and use the Mentored™ Offerings. Mentored™ may terminate this license at any time for any reason. Unless otherwise expressly authorized by Mentored™, as a visitor to the Site and/or App, you may only use the Mentored™ Offerings for your own personal, non-commercial use. No part of the Mentored™ Offerings including, but not limited to, the Content, may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect material from the Mentored™ Offerings except as expressly permitted by Mentored™. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Mentored™ Offerings, or any portion thereof. You may not create any “derivative works” by altering any aspect of the Mentored™ Offerings. You may not use the Mentored™ Offerings in conjunction with any other third-party content. You may not exploit any aspect of the Mentored™ Offerings for any commercial purposes not expressly permitted by Mentored™. You further agree to indemnify and hold harmless Mentored™ for your failure to comply with this Section 13. Mentored™ reserves any rights not explicitly granted in the Agreement.

14. Proprietary Rights. The Mentored™ Offerings, as well as the organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to same, are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by you of any part of the Mentored™ Offerings is strictly prohibited. You do not acquire ownership rights in or to any content, document, software, services or other materials viewed by or through the Mentored™ Offerings. The posting of information or material by and through the Mentored™ Offerings does not constitute a waiver of any right in or to such information and/or materials.

15. Copyright Policy/DMCA Compliance. Mentored™ reserves the right to terminate the account of any User who infringes upon third-party copyright rights. If you believe that a copyrighted work has been copied and/or posted via the Site, App and/or other Mentored™ Offerings in a way that constitutes copyright infringement, you should provide Mentored™ with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification and location on the Site and/or App (or otherwise) of the copyrighted work that you claim has been infringed upon; © a written statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent or the law; (d) your name and contact information, such as telephone number or e-mail address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Mentored’s™ Copyright Agent for notice of claims of copyright infringement is as follows:

16. Legal Warning. Any attempt by any individual to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Mentored™ Offerings is a violation of criminal and civil law and Mentored™ will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity.

17. Indemnification. You agree to indemnify and hold Mentored™, its parents and subsidiaries, and each of their respective members, officers, directors, employees, agents, co-branders, content licensors and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys’ fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third party due to or arising out of: (a) your use of the Mentored™ Offerings; (b) your breach of the Agreement; © any dispute between you and any Student, Mentor, Sponsor, User or third party; and/or (d) your violation of any rights of another individual and/or entity. The provisions of this Section 17 are for the benefit of Mentored™, its parents, subsidiaries and/or affiliates, and each of their respective officers, directors, members, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

18. Disclaimer of Warranties. THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MENTORED™ MAKES NO WARRANTY THAT THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; © WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY SPECIFIC EDUCATIONAL ACHIEVEMENT, BENEFIT OR SUCCESS; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MENTORED™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET OR MOBILE CONNECTION ASSOCIATED WITH THE MENTORED™ OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MENTORED™ OR OTHERWISE THROUGH OR FROM THE MENTORED™ OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

19. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MENTORED™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MENTORED™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE MENTORED™ OFFERINGS; © THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (D) THE FAILURE TO REALIZE ANY SPECIFIC EDUCATIONAL ACHIEVEMENT, BENEFIT OR SUCCESS; AND (E) ANY OTHER MATTER RELATING TO THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE MENTORED™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF MENTORED™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME, MAY BE BROUGHT BY YOU OR MENTORED™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MENTORED™. ACCESS TO THE MENTORED™ OFFERINGS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF MENTORED™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20. Third Party Websites. The Site and App contain links to other websites and mobile venues that are owned and operated by third parties including, without limitation, Mentors and Third Party Providers. Mentored™ does not control the information, products or services available on or through these third party websites/mobile venues. The inclusion of any link does not imply endorsement by Mentored™ of the applicable website/mobile venue or any association with the operator of the applicable website/mobile venue. Because Mentored™ has no control over such websites/mobile venues and resources, you agree that Mentored™ is not responsible or liable for the availability or the operation of such external websites/mobile venues, for any material located on or available from or through any such websites/mobile venues or for the protection of your data privacy by third parties. Any dealings with, or participation in promotions offered by, advertisers on the Site and/or App, including the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the applicable advertiser or other third party. You further agree that Mentored™ shall not be responsible or liable, directly or indirectly, for any loss or damage caused by the use of or reliance on any such material available on or through any such website/mobile venue, or any such dealings or promotions.

21. Editing, Deleting and Modification. We reserve the right in our sole discretion to edit and/or delete any documents, information, User Content or other Content appearing on the Site and/or App.

22. User Information. All materials that you submit through or in association with the Site and/or App, including, without limitation, the Registration Data and User Content, shall be subject to the Privacy Policy. For a copy of the Privacy Policy, please Click Here. By submitting such User Content or other materials to us, you: (a) represent and warrant that Mentored’s™ use of your submission does not and will not breach any agreement, violate any law or infringe upon any third party’s rights; (b) agree that Mentored™ is free to use in any manner all or part of the content of any such User Content or other materials on an unrestricted basis without the obligation to notify, identify or compensate you or anyone else; and © grant Mentored™ all necessary rights, including a waiver of all copyright, trademark, privacy and moral rights, to use all User Content and/or materials, in whole or in part, or as a derivative work, without any duty by Mentored™ to anyone whatsoever. Mentored™ does not accept unsolicited ideas, works or other materials and you acknowledge that you are responsible for, and bear all risk as to the use or distribution of, any such ideas, works and/or materials.

23. Dispute Resolution Provisions. The Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). Should a dispute arise concerning the Mentored™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in New York, New York, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice which can be found here. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before a reputable arbitration organization as mutually agreed upon by the parties, in your county of residence, by filing a separate Demand for Arbitration, which is available here. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys’ fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Mentored™ and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney’s fees and court costs that Mentored™ incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site and/or App, as applicable.

24. Electronic Communications. By communicating with Mentored™ electronically, such as via any Site and/or App communication tools, you acknowledge and agree to receive communications from Mentored™ electronically. Please be advised that while Mentored™ will attempt to respond to any such communications quickly, certain circumstances may result in delays. You hereby acknowledge and agree that all agreements, notices, disclosures and/or other communications that Mentored™ may provide to you electronically will satisfy any legal requirement that such communications be in writing.

25. Miscellaneous. To the extent that anything in or associated with the Mentored™ Offerings is in conflict or inconsistent with the Agreement, the Agreement shall take precedence, other than with respect to the: (a) Mentor Agreement, which shall include additional terms and conditions that shall apply to the relationship between Mentored™ and Mentors; and (b) Sponsored Session Program Rules, which shall include additional terms and conditions that shall apply to Sponsors. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Mentored™ may assign its rights and obligations under the Agreement, in whole or in part, to any party at any time without any notice to you. The Agreement, may not however, be assigned by you, and you may not delegate your duties under them. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Any failure by Mentored™ to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision at any later date, unless made in writing and signed by a duly authorized officer of Mentored™.

26. Contact Us. If you have any questions about the Agreement, Mentored™ Offerings or the practices of Mentored™, please feel free to e-mail at: info@mentored.com; call us at: 1-888-227-5199; or contact us via regular (postal) mail at the following address: Mentored, LLC, 910 Sylvan Ave, Suite 140, Englewood Cliffs, NJ 07632.