Mentor Mentee Terms of Service Agreement

The MENTOR MENTEE Terms Of Service Agreement (the “Agreement”) is entered into by and between Mentor-Mentee LLC (“Provider”), a Missouri limited liability company, authorized to do business in Missouri, and the entity executing the associated Statement of Work (of which the Terms of Service Agreement is part) (“Client”). 

WHEREAS, Provider is engaged in the business of providing software products and services; and  

WHEREAS, CLIENT desires to enter into this Agreement with Provider; and 

WHEREAS, each party is duly authorized and capable of entering into this agreement. 

BY ITS REPRESENTATIVE SIGNING THE STATEMENT OF WORK (“SOW”), CLIENT REPRESENTATIVE ACKNOWLEDGES THAT CLIENT HAS REVIEWED AND ACCEPTS THIS AGREEMENT, AND IT IS AUTHORIZED TO ACT ON BEHALF OF CLIENT, AND BIND CLIENT TO THIS AGREEMENT.  CLIENT AGREES THAT THESE TERMS ARE ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY OR ON BEHALF OF CLIENT. 

In consideration of the foregoing, the parties agree as follows: 

1. DEFINITIONS. 

1. 1. “Account" refers to the account for the Services. 
   2. “Confidential Information” shall mean all information of a confidential or proprietary nature (including, without limitation, any know-how, trade secret, process, technical data, or other confidential or proprietary information relating to the disclosing party’s or its affiliates’ business), whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential, that is disclosed by a party, or any of its affiliates or representatives, to the other party, or any of its affiliates or representatives. 
   3. “Intellectual Property Rights” shall mean the intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets and know-how; (b) any work of authorship, regardless of copyrightability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name, trade secret, service mark; and (d) any other similar rights, in each case, on a worldwide basis. 
   4. “Statement of Work” shall mean the agreement signed by both parties articulating the terms of the commercial arrangement between the parties, including fees, Services and term. 
   5. “Services” shall mean the mentoring platform, and any other services provided by Provider to Client as specifically described in the applicable Statement of Work. 
      
      
2. CLIENT RESPONSIBILITIES. 
   1. “Account Responsibilities” includes Client being responsible for maintaining the confidentiality of Account login information and fully responsible for all it Authorized Users’ and its activities that occur in using the Services.  Mentor Mentee’s support staff may, from time to time, login under Client customer password to maintain or improve service, including to provide Client assistance with technical issues or inquiries related to the Account. 
   2. “Authorized Users” shall mean Client employees, contractors, technicians, service managers, or other personnel authorized by Client to access and use the Services.  Authorized Users shall not be third-party beneficiaries of this Agreement. 
   3. “Client Data” shall mean all information, data, and materials provided or submitted by Client and Authorized Users in their use of the Services, including but not limited to training materials, curriculum content, user data, Client’s and Authorized Users’ contact and identifying information, and performance metrics. Client owns its data and assumes all risk associated with the integrity of Client Data, including any reliance on its accuracy, completeness or usefulness by others. 
   4. “Client Logo and Case Study” shall mean Mentor Mentee may request usage of client’s logo and/or client approved case study in accordance with client’s terms and conditions of use on Mentor Mentee’s website, in prospect proposals, in industry event presentations, and other promotional materials.  
   5. “Feedback” From time to time, Mentor Mentee may request or receive Client feedback or suggestions regarding the Services (“Feedback”). Client hereby assigns to Mentor Mentee all rights in such Feedback, including all Intellectual Property Rights.  Upon authorization from Client, Client agrees Mentor Mentee shall have the right to use and fully exploit such Feedback and related information as it deems appropriate. Mentor Mentee will treat any Feedback Client provides to Mentor Mentee as non-confidential and non-proprietary. Client agrees not to submit as Feedback to Mentor Mentee any information or ideas that Client considers to be confidential and proprietary. 
   6. “Fees” Client agrees to pay all fees or charges when due for the Services in accordance with the Statement of Work. Mentor Mentee reserves the right to modify fees and will provide Client 30 days written notice.   
      
      
3. CONFIDENTIALITY. 
   1. Confidential Treatment of Information Provided. Any party receiving Confidential Information from the other party shall receive and maintain such Confidential Information in strictest confidence; provided, however, that Confidential Information shall not include any information that: (i) is or becomes generally available to the public, other than as a result of a breach by the receiving party or its affiliates or representatives of this Section 4; (ii) was known by the receiving party or its representatives prior to the date of this Agreement (except for any information provided to it by the other party in contemplation of this Agreement or pursuant to any prior agreement between the parties); (iii) becomes available to the receiving party or its affiliates or representatives on a non-confidential basis from a third party who is not bound by any confidentiality obligation to the disclosing party or its affiliates; or (iv) was independently developed by the receiving party without access to or benefit of any of the information in question. The receiving party further agrees (A) not to use, disclose, reproduce or dispose of any Confidential Information in any manner except as expressly permitted by this Agreement; (B) to restrict disclosure of any Confidential Information solely to its employees, accountants and other similar representatives who have a need to know such information and to advise such persons of their obligations of confidentiality and non-disclosure hereunder; and (C) to use reasonable means, not less than those used to protect its own proprietary information, to safeguard such Confidential Information. Notwithstanding the foregoing, it shall not be a breach of this Agreement for either party to disclose Confidential Information of the other party if compelled to do so under law, whether pursuant to a judicial or governmental investigation or proceeding or otherwise, provided that the disclosing party has been given reasonable prior notice and the opportunity, if reasonably practicable, to try to prevent or limit such disclosure through a court order or other appropriate legal means. 
   2. Irreparable Injury; Survival of Provisions. Each party recognizes that its disclosure of Confidential Information of the other party in violation of this Section 4 will give rise to irreparable injury to the non-disclosing party, inadequately compensable in damages, and therefore, agrees that the non-disclosing party may seek and obtain injunctive relief, in addition to any other legal remedies which may be available. Each party's duty of confidentiality under this Section 4 shall survive the termination or expiration of this Agreement. 
      
      
4. TERM, TERMINATION & EFFECT OF TERMINATION.  
   1. Term. This Agreement shall become effective as of the Effective Date stated in the applicable Statement of Work and shall continue for the initial term and any renewal terms as specified in the Statement(s) of Work, unless otherwise terminated in accordance with the provisions of this Section 4 (the “Term”). 
   2. Termination for Cause. The Term of this Agreement may be terminated by either party for cause by written notice upon the occurrence of any of the following events: (i) if the other breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice from the non-breaching party describing the breach; or (ii) the other party shall apply for, or consent in writing to, the appointment of a receiver, trustee or liquidator; or any proceedings are commenced by, for or against such party under bankruptcy, insolvency or debtor’s relief law for the purpose of seeking a reorganization of such party’s debts and such proceeding is not dismissed within sixty (60) calendar days of commencement; or (iii) the other party shall admit in writing to the inability, generally, to pay debts as they become due or shall make a general assignment for the benefit of creditors.  
   3. Effect of Termination. Upon termination of this Agreement, (i) all licenses and other rights granted under this Agreement shall become immediately null and void other than those rights granted in Section 2.d, (ii) each party shall promptly return all tangible embodiments of Confidential Information or parts or derivatives thereof in any form and on any media to the disclosing party or, at the disclosing party’s option, the receiving party shall destroy such materials and provide the disclosing party with a certificate signed by an executive officer attesting to the destruction thereof, (iii) each party’s outstanding obligations or commitments to pay amounts then owed to the other party shall be promptly paid or satisfied, and (iv) each party will cease using the other’s Confidential Information.  Expiration or termination of this Agreement shall not relieve the parties of any rights or obligations accruing prior to such expiration or termination. Notwithstanding anything herein to the contrary, the provisions of Sections 4, 6, 7 and 8 shall survive the termination of this Agreement. 
      
      
5. DATA SECURITY AND PRIVACY. 
   1. Data Security. PROVIDER shall implement and maintain reasonable administrative, physical, and technical safeguards to protect Client Data submitted through Provider’s mentoring platform from unauthorized access, use, or disclosure, but not otherwise. 
   2. Privacy Policy. PROVIDER shall process all personal data in accordance with its Privacy Policy, which is incorporated by reference into this Agreement. 
   3. Data Breach. PROVIDER shall promptly notify Client of any confirmed unauthorized access, use, or disclosure of Client Data submitted to or through Provider’s mentoring platform and shall cooperate with the Client in investigating and remediating the incident. 
      
      
6. DISCLAIMERS.  
   
   EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, PROVIDER’S MENTORING SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. PROVIDER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT SERVICES OR SOFTWARE WILL BE ERROR-FREE OR COMPLETELY SECURE. 
   
   
7. LIMITATION OF LIABILITY. 
   
   EXCEPT WITH RESPECT TO INDEMNITY OBLIGATIONS UNDER SECTION 8, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY THE OTHER PARTY, ARISING FROM OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.   EXCEPT WITH RESPECT TO INDEMNITY OBLIGATIONS UNDER SECTION 8, IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING LIMITATION, EITHER PARTY IS FOUND LIABLE FOR SUCH DAMAGES, SUCH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY SUCH PARTY TO THE OTHER PARTY HEREUNDER DURING THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD, WHICH BOTH PARTIES AGREE TO BE A REASONABLE LIMITATION.  CLIENT AGREES THAT ANY CLAIMS OF ITS AUTHORIZED USERS WILL BE SUBJECT TO THE SAME LIMITATION HEREIN AS IS APPLICABLE TO CLIENT. 
   
   
8. INDEMNIFICATION. 
   1. Mutual Indemnification. From and after the Effective Date stated in the applicable Statement of Work, and without limiting any other remedy available to such party, each party (the “Indemnifying Party”) shall indemnify, defend and hold the other party and its members, managers, directors, officers, employees, agents, subsidiaries, parents and affiliates (the “Indemnified Party”) harmless from and against any and all third-party claims, actions, suits, damages, losses, deficiencies, liabilities, obligations, commitments, costs or expenses of any kind or nature (including reasonable attorneys’ fees) to the extent arising from or related to the Indemnifying Party’s breach of the representations, warranties, covenants, agreements and obligations hereunder. 
   2. Indemnification Procedures. The Indemnified Party shall notify the Indemnifying Party promptly in writing of any claim for which the Indemnified Party is seeking indemnification pursuant to this Section 8. The Indemnifying Party may thereafter assume control of the defense of such claim, but neither the Indemnifying Party nor the Indemnified Party may settle such claim or consent to any judgment with respect thereto without the consent of the other party thereto (which consent may not be unreasonably withheld). The Indemnified Party agrees to provide the Indemnifying Party with a reasonable amount of assistance in connection with defending or settling any such claim. 
      
      
9. MISCELLANEOUS. 
   1. Relationship of Parties. It is understood and agreed that the relationship of the parties created under this Agreement is that of licensee and licensor, and not joint venture, agency or other relationship is intended or created hereby, nor shall either party nor any of its affiliates, employees or representatives be construed to be an affiliate, employee, agent or representative of the other party hereto. Except as otherwise expressly provided in this Agreement, the parties hereto acknowledge and agree that each party hereto shall be free to enter into any contractual, business or other relationship(s) with any party with respect to any area of business. 
   2. Force Majeure. Notwithstanding any other provision of this Agreement to the contrary, in the event a party is unable to perform its obligations hereunder (the “Nonperforming Party”), as a result of any act of God, war, riot, national emergency, government action, terrorist act, general embargo, fire, casualty,  flood, earthquake, failure of a third party’s utility lines or equipment, failure or slow speed of the Internet, or other circumstances reasonable beyond its control, (each, a “Force Majeure Event”), the Nonperforming Party may delay performance hereunder, but only for so long as may be reasonably necessary in light of such Force Majeure Event, and shall resume performance hereunder as soon as reasonably practicable following the date of such occurrence. If the Force Majeure Event continues for more than twenty (20) days, the other party shall have the right to immediately terminate this Agreement upon written notice to the Nonperforming Party.  In addition, during the Force Majeure Event, the other party may seek to have its needs met by others without liability to the Nonperforming Party. 
   3. Entire Agreement; Amendment; Waiver; Invalidity. This Agreement, together with any exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties as to the subject matter hereof. This Agreement and any exhibits may not be amended except by an instrument in writing signed on behalf of all the parties hereto. No failure or delay by either party to exercise, and no course of dealing with respect to, any right of any such party regarding an obligation of the other party to this Agreement, shall operate as a waiver thereof, unless agreed to in writing by both parties. Any single or partial waiver by either party of any obligation of the other party under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other obligation. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect. 
   4. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. 
   5. Governing Law; Venue. This Agreement shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the State of Missouri, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any trial court located in Clay County, Missouri. The parties hereby irrevocably consent to the jurisdiction of the appropriate court in Clay County, Missouri. 
   6. Assignment. All the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors, assigns, and legal representatives. Either party may assign this Agreement to a parent, subsidiary or successor in interest, provided such assignee is able to and does assume such assigning party’s obligations hereunder. The Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.   

Last Modified: August 8, 2025