Updated June 25th, 2021

Hello there!

Thank you for using our mentorship services, which include the Mentorly marketplace, along with any other functionalities, technologies and services that we make available to you from time to time (the “Services”).

These Terms of Use are between you (“you”, the “User”, or as the case may be, the “Mentee”, or the “Mentor”) and Mentorly, Inc. (“Mentorly”, “we”, “us”). Here’s how you can reach out to us for any questions, concerns or complaints at 5375 Clark, Montreal, Qc, H2T 2V3, 1-289-593-0397 and support@mentorly.co.

Please read these Terms of Use carefully as they contain your rights and obligations when you use our Services, including our Code of Conduct and Housekeeping Rules which you must follow when using our Services. If you don’t agree with these Terms of Use, you may not use our Services, and you may not be a Mentee or a Mentor. These Terms of Use are effective upon your acceptance of these Terms of Use, such as when you create a profile with us, and continue in full force for as long as you are using our Services. If you want to terminate these Terms of Use, you will be required to reach out to us at support@mentorly.co to request the permanent deletion of your account.

1. Definitions

In these Terms of Use, the words below, when use with a capital letter, have the following meaning:

• “Mentor” means a person who provides mentorship through our Services to Mentees.

• “Mentee” means someone who receives mentorship through our Services from a Mentor. A Mentee is a professional who uses mentorship as part of her or his trade, career or professional activities. However, in some cases, Mentees may be students who may be considered consumers under applicable laws. We use the expression “Student Mentee” to refer to this sub-group of Mentees. Given the legislations applicable to consumers, some provisions of these Terms of Use do not apply to Student Mentees and are identified with the mention [Not applicable to Student Mentees].

• “Personal Information” means information that can, indirectly or directly, identify you, such as your IP address, your name or your email, and which are collected as part of our Services.

• “Users” means both Mentors and Mentees indiscriminately.

2. Account Creation

2.1 Prior to using our Services, you will be required to create an account with us. You agree that you are responsible for keeping your account credentials confidential, and that you will be liable for any unauthorized use of your credentials resulting from your negligence or fault. You agree not to share your credentials with anyone and allow anyone who is not a registered User to access the Services. If you become aware that your credentials have been compromised, you agree to notify us without undue delay and change your password immediately using the built-in functionalities made available to you through the Services. If you forget your password, you are responsible for obtaining a new password by following the “reset password” instructions. You may delete your account at any time by reaching out to us at support@mentorly.co.

2.2 If you are under 14 years old, you may not use our Services, or create an account with us. You represent and warrant that you are over 14 years old. If we find out that you have been using our Services and you are under 14 years old, we will provide you with a notice and permanently delete your account and your Personal Information.

2.3 You represent and warrant that you are the rightful owner of the social media account or e-mail used to create your account and to connect to your Mentorly account. You also represent and warrant that you have not and will not impersonate another person when creating an account with us. You are responsible for safeguarding the social media account credentials that you use to access the Services.

3. Mentees (Only applicable if you are a Mentee)

3.1 Once you have created an account, you may book mentorship sessions with Mentors. Each Mentor decides, at its sole discretion, whether she or he wants to approve or decline your request to book a mentorship session. You agree and understand that the mentorship session is only booked once it is approved by the Mentor.

3.2 You are solely responsible for your choice of Mentors. We provide suggestions based on the Personal Information shared with us through the creation of your account, such as your professional interests. You agree and understand that these suggestions are not mandatory and may not accurately reflect your needs.

3.3 When booking a mentorship session with a Mentor, you will be required to leave a short introduction message describing the type of guidance you are looking for. We encourage you to make your expectations clear. You agree and understand that mentoring is personal and depends on human connections. We do not guarantee or warrant that you will be satisfied with your Mentor, and neither will we reimburse you if you are not satisfied with your Mentor, except in accordance with these Terms of Use. Except as set forth in these Terms of Use or under applicable laws, if you cancel your mentorship session less than 24 hours from the planned date for the mentorship session, you will be charged a cancellation fee based on the preferred cancellation policy chosen by the mentor you have chosen to book with. For details on this policy please refer to our FAQ page.

4. Mentorship Sessions (Only applicable to both Mentees and Mentors)

4.1 The mentorship sessions are only provided to you over videoconference. It is your responsibility to ensure that you have adequate equipment for this purpose, such as a computer, an up-to-date browser, a webcam, a microphone and a reliable Internet connection with an appropriate download speed. If you want to record a session, you must obtain the permission of the other User (the Mentee or the Mentor, as the case may be). The videoconference service is part of our Services and offered through your account. Mentorly does not allow for any mentorship session to occur through any other media, including off platform meetings. If we find out that you have been involved in an off-platform meeting, we may suspend your account and send you a notice accordingly. We will give you the opportunity to explain yourself, however, we reserve our right to permanently delete and suspend your account if you are in breach of this provision.

4.2 When a mentorship session is being requested or booked, the calendar functionalities available within the Services will automatically adjust the time zones between the location of the Mentor and the location of the Mentee using your browser’s timezone. However, it is your responsibility to confirm that you are available at the time selected and that your browser time zone’s is accurate given your current location.

4.3 The mentorship sessions are non-reimbursable, except in case of a breach of these Terms of Use, in which case, Mentorly may decide to reimburse the Mentee through the Dispute Resolution Procedure set forth under Section 22.

5. Mentors (Only applicable to you if you are a Mentor)

5.1 You agree and understand that we select our Mentors at our own discretion, and that we may refuse your request or application to become a Mentor. We may also revoke, suspend or terminate your right to be a Mentor at our reasonable discretion and any time if you (a) breach these Terms of Use; (b) if we receive negative feedback about your mentorship; or (c) if you have not been active for an extended period of time. We will provide you with a notice and an opportunity to contest our decision.

5.2 If we approve your application to become a Mentor, we will categorize your account by taking into consideration factors such as your level of expertise, years of professional experience, visibility and critical acclaim. Each category of Mentors is assigned a predetermined fee for the mentorship sessions which is paid by the Mentor upon booking a session with you. You agree and understand that we determine the fee for the mentorship sessions per category of Mentors at our sole discretion and that such fees are subject to change at our sole discretion. You agree that you will not ask for additional fees from Mentees, including by requesting payments outside of the Services, and that doing so may result in the suspension of your account or the permanent deletion of your account. We may promote you to a different category of Mentors, at our sole discretion and subject to a prior written notice. If you don’t agree with how we categorized you, you may reach out to us and we will offer you the opportunity to contest our decision, however, we make this determination in our sole reasonable discretion. We will not discriminate on any illegal basis when categorizing you, and we will use objective criteria that are substantially the same for all Mentors. We also classify your profile as a Mentor based on the discipline(s) that you selected as areas of expertise when creating your account. You can modify, add or remove discipline(s) by reaching out to us by email at support@mentorly.co.

5.3 You may decline a Mentee’s request for a mentorship session at your sole discretion. You must deploy commercially reasonable efforts to be present for a planned mentorship session with a Mentee. If you must cancel a planned mentorship session with a Mentee, a prior written notice of 24 hours is required. You agree and understand that we may revoke your Mentor status and suspend your account if we notice an unusual amount of cancellation or if we receive too many complaints. Mentees may cancel mentorship sessions at any time. In each case, the Mentor does not receive a payment for the cancelled mentorship session. If a Mentee cancels several times, we recommend that you refuse future mentorship session requests altogether, and that you reach out to us to inform us of the situation.

5.4 You alone decide of the availability that you want to offer to Mentees. While we suggest a minimum of 2 periods of availability of a minimum of 30 minute per month for mentorship sessions, we do not impose minimal periods of availability. If you do not select any period of availability for Mentees to book mentorship sessions, Mentees may still request a session with you using the “suggest another time” feature, which you are then able to accept or decline.

5.5 You represent and warrant that you have no criminal record, in any jurisdiction, and that you are legally authorized to deliver the mentorship services. You agree and understand that we provide payments to our Mentors through Stripe Connect, or whichever service provider we decide to use from time to time. Notwithstanding the foregoing, Mentorly may, at its sole discretion, accept to pay you using a different method if Stripe Connect or the selected service provider is not available in your jurisdiction. You agree and understand that Mentorly may need to request additional Personal Information to issue payments to you. If you refuse to do so, Mentorly may not be able to pay you for the mentorship sessions that you completed.

5.6 You agree and understand that Mentorly has no obligation to promote you or to recruit any Mentees for you, which include no obligation to do any advertising. You may promote your mentorship through Mentorly by using social media, and we hereby grant you a non-exclusive, worldwide, non-transferable and non-sublicensable, royalty free and limited right to use our trademarks for marketing purposes. Notwithstanding the foregoing, you may not engage our liability with our trademarks, such as by making representations or warranties, and you may not use our trademarks to hurt our reputation and goodwill. We reserve our right to feature some Mentors on a regular basis and conduct marketing activities for our Services at our discretion. You agree and understand that we may use your profile and gallery picture(s) for marketing purposes. If you do not want to be featured in any of our marketing material, you may let us know at support@mentorly.co.

5.7 You agree and understand that Mentorly retains a twenty percent (20%) on the fee paid by Mentees for each mentorship session (including taxes). The remaining portion is paid to you within seven (7) business days of the mentorship session, subject to such payment being processed successfully and received by Mentorly. If there is an issue with your payment, please contact us at support@mentorly.co. We are not responsible for delays in payments that are not within our control, such as delays caused by regulatory requirements.

5.8 If you are a Mentor, you agree and understand that you may not, directly or indirectly, solicit our Mentees to leave our Services, to use other Services or to conduct mentorship sessions with Mentors without going through Mentorly. You also agree not to directly or indirectly, (i) enter into a business, alone or in a group; (ii) control or acquire voting shares into a business, or (iii) obtain or maintain significant financial interests in a business, if such business operates or will operate an online platform offering mentorship sessions, or offering enterprise services to allow businesses to develop their mentorship program through an online platform. These limitations are applicable wherever Mentorly is available. We ask you to agree to these commitments because our Mentors have access to our confidential information and intellectual property, and it would not be fair if you could use them for competitive purposes.

6. Housekeeping Rules

6.1 When using our Services, we insist that you follow some housekeeping rules. If you do not follow these rules, we may restrict or block your access to the Services with or without notice, indefinitely or temporarily.

a) No reverse engineering. Do not decompile, disassemble, reverse engineer, investigate, modify, create derivative works from, or otherwise access any interfaces within the Services that are not intended for Users;

b) No unauthorized access. Do not attempt to gain unauthorized access to the Services, or otherwise circumvent any software protection or monitoring mechanisms of the Services;

c) Don’t copy our ideas. Do not access the Services in order to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Services or to copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of the Services;

d) Respect Intellectual Property. Do not use our Services to transfer, disseminate or share content, information, data, software or any material that violates third party intellectual property rights.

e) Don’t impersonate others. Do not impersonate any person, including by registering using someone else’s identity to create an account, or by using credit cards that you are not authorized to use.

f) Don’t break the law when using our Services. Do not use the Services in a way that violates applicable laws, including sending unsolicited communications, promotions or advertisements, or to spam our Users. Also, do not use the Services in any abusive way contrary to its intended use, to its documentation or to Mentorly’s reasonable instructions.

g) Don’t use your cyber skills to disrupt our Services.

i. Don’t use the Services in any way that will disrupt other Users or their enjoyment of our Services. This would include automated, constant and repeated requests for data other than as intended for the Services to perform in a normal manner such abnormal usage that overloads servers or causes portions of our network to be blocked (e.g. denial-of-services (DoS) and distributed-denial-of-services attacks (DDoS));

ii. Don’t use spiders, scrappers and other technologies to “scrap” data, especially Personal Information of other Users. We respect our Users’ right to privacy, and we would like you to do the same when using our Services.

iii. Don’t create accounts in bulk or use bots to try to break into another Users’ account.

h) Do not hack us! This means that you can’t scan, probe or test the vulnerabilities of our Services, introduce malicious software, or deploy denial-of-services attacks.

6.2 We reserve our right to investigate and prosecute violations of any breach of our housekeeping rules, including without limitation, possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. Mentorly may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use. You acknowledge that, although Mentorly has no obligation to monitor your access to or use of the Services, it has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Use, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

7. Code of Conduct

7.1 At Mentorly, we want to create an environment that is both welcoming and conducive to learning. Our Code of Conduct is more than just a statement of rules, it also establishes our values and expectations towards you when you use our Services. Our mission is to provide an inclusive environment in which everyone feels welcomed to join in and learn. We ask that you help maintain that environment by respecting our Code of Conduct. If you are in breach of our Code of Conduct, we may suspend your access to the Services, or send you a written notice, depending on the severity of your actions. In accepting these Terms of Service, you acknowledge and agree to comply with this Code of conduct:

a) Respect and Inclusivity. We expect you to respect others and use respectful language. This means that we expect both language and conduct to be inclusive of others. You must be respectful of other points of view and opinions, even if you disagree with them. This is not an excuse to use violent or disrespectful language. Constructive criticisms are welcome and should be received in a graceful manner.

b) No Discrimination. We can’t insist enough on this. We will not allow any discrimination, for any reasons. Gender, age, origins, race, physical or mental disabilities, language and political affiliations are no reason to discriminate.

c) No Harassment. We will not tolerate any harassment, whether sexual or otherwise. This means no sexualised language or images, or unwelcomed sexual attention or advances. We ask that you be patient, and if you do not get the answer that you expect in due time, please raise your concerns with us– as opposed to harassing the User. It is important that all Users feel safe when using our Services. If you are involved in criminal harassment, we may report you to the authorities.

d) Respect Privacy. We will not accept that you spy or intrude on the private life of other Users. You cannot use their Personal Information of other Users, or publish them online, or use them for commercial purposes, unless they consented for you to do so. You should not stalk other Users, and you may not engage in defamation. If you are not satisfied with a Mentor or if you have concerns with a Mentee, you should bring these concerns to us.

e) Appropriate behaviour. Mentors and Mentees are expected to maintain professional conduct for the length of the mentorship relationship. Mentees will not request introductions or contact information from Mentors. Mentors must first offer to open their network to the Mentee.

f) Public Opinions and Comments. If you use our Services to comment publicly, such as to leave reviews or comments on our blog, you agree to use professional language and avoid “trolling” others, or us. This means that you should take responsibility for your own words and comments, not say anything online you would not say in person or treat others unfairly, including insulting or otherwise attacking their opinions. We respect freedom of speech and diversity of opinions, and we expect you to do the same when using our Services. If you do not respect these rules, we may also delete your comments, at our sole discretion.

7.2 If you feel that another User has breached our Code of Conduct, we encourage you to notify us immediately by writing support@mentorly.co. We will conduct an inquiry and protect your anonymity whenever possible. We will take the appropriate actions for you to feel secure when using our Services.

8. Intellectual Property

8.1 All titles, ownership rights and intellectual property rights in and to the Services and any and all copies thereof are owned by us. Our trademarks, logos, products and Services, along with any underlying technologies, are our intellectual property. Except as otherwise permitted by law, please do not use or display in any manner our trademarks without obtaining our consent first. We reserve all rights not granted herein. You cannot reproduce any portion of the Services in any form or by any means, except as expressly permitted by these Terms of Use.

8.2 If you decide to showcase your work through our Services, we agree that you own all titles, ownership rights and intellectual property rights into your work. Nonetheless, Mentorly is a public-facing platform, and we will have no liability whatsoever if your intellectual property is stolen or otherwise infringed as a result of its publication. It is your liability to make sure that you protect your intellectual property, such as by using marks. If any content that you decide to upload on the Services are in violation of third-party intellectual property rights, you agree to indemnify and hold us harmless from any damages, claims or lawsuits directly at Mentorly from third parties.

8.3 Notwithstanding anything to the contrary, we are the sole owner of any suggestions, enhancement requests, recommendations or other feedback that you provide to us, so long as they relate to the Services. You hereby assign to us, without limitation of any kind, all of your rights, titles and interests therein, and we accept such assignment.

9. Confidentiality Agreement

9.1 When you use our Services, you may have access to confidential information about Mentorly, the Users, or other entities or individuals, such as the financials, strategic and business plans of another individual or entity. Confidential information is any information which should be confidential in nature, and which is not publicly available. You may not use or disclose such confidential information except for the purposes of the Services. It is of utmost important to us that Mentors respect the confidentiality of the mentorship sessions with the Mentees and handle any information they receive in electronic or written format with reasonable care and diligence. Any confidential information should be securely deleted when no longer needed. If you get a request by the authorities to access confidential information that does not belong to you, please reach out to us at support@mentorly.co.

10. Third-Party Materials

10.1 Our Services may include third-party content, services and applications. These include links to other websites, access to integration partners through APIs and the use of connection partners such as Apple, Facebook, LinkedIn or Google to create accounts and connect to your accounts. We provide these third-party content, services and applications for informational and convenience purposes, and we are not responsible for them. You should make sure to read their privacy policy and terms of services prior for using these third-party content, services and applications. You are using them at your own risk.

11. Personal Information

11.1 We collect, use and disclose your Personal Information in accordance with our Privacy Policy. Please consult our Privacy Policy for additional information. We do not sell your Personal Information to third parties. If you are a Mentor, you may not use the Personal Information of Mentees for any purposes other than for delivering mentorship sessions in accordance with these Terms of Use.

12. Modifications

12.1 We may modify our Services over time, such as by adding new functionalities, at our sole and reasonable discretion. We may also change our Terms of Use from time to time. If we do so, we will deploy commercial efforts to notify you using the e-mail you provided when creating your account or through the Services. If you do not agree with such modifications, you have no obligation to continue using our Services, and you may terminate these Terms of Use by requesting the permanent deletion of your account at support@mentorly.co. The modifications will take effect at the date indicated above, and once published. However, the modifications will not apply to any mentorship sessions that have already been booked. You are never obliged to accept or purchase new mentorship sessions.

13. Representations and Warranties (Not applicable to Student Mentees)

13.1 We represent and warrant that we have vetted the Mentors that we made available to you and that, to our reasonable knowledge, they have adequate professional skills. You agree and acknowledge that we vet our Mentors based on two (2) main criteria: (a) Mentors must have a minimum of five (5) years of professional experience and demonstrable work, and (b) Mentors must have an exemplary social media etiquette.

13.2 If you believe that we have violated the representation and warranty set forth under Section 13.1, you agree and understand that your only remedy shall be to contact us so that we can (a) reimburse you for the mentorship session, and (b) take appropriate actions regarding the concerned Mentor.

14. Disclaimer (Not applicable to Student Mentees)

14.1 Subject to applicable laws, and except as set forth in these Terms of Use, we provide you with the Services “as is”, “where is” and “as available” and we make no other warranties or representations to you, and you agree to disclaim any warranties, implicit or not, provided to you by law. You agree and understand that we will not be held liable for any damages arising from the quality of the mentorship sessions and advices rendered by Mentors, except as set forth in these Terms of Use.

15. Indemnification

15.1 You agree to indemnify and hold harmless Mentorly, including our officers, directors, employees and agents, against any claims or damages resulting from your breach of these Terms of Use, of applicable laws, and any intentional fault, gross negligence and fraud. We will also indemnify and hold you harmless in case of our intentional fault, gross negligence and fraud.

16. Limitation of Liability (Not applicable to Student Mentees)

16.1 To the full extent allowed by applicable law, we are not responsible for any indirect, consequential, punitive or exemplary damages, whether based in contract, delict or tort (including negligence) or strict liability, and neither are our licensors, employees, developers, directors or administrators. For the avoidance of doubts, the foregoing shall include loss of revenue or profits, loss of business or goodwill, loss or corruption of, or unauthorized access to, or disclosure of information or data or other financial loss arising out of or in connection with the use, performance, failure or interruption of the Services, whether foreseeable or not. Mentorly’s total cumulative liability to you under these Terms of Use shall not exceed one hundred dollars ($100). Such limitations shall find application even if any remedy herein shall fail its essential purpose, and even if you have been advised of the possibility of such damages.

17. Termination and Suspension

17.1 If you breach these Terms of Use, we may terminate your right to access the Services, or suspend it for as long as we deem necessary. We may also permanently delete your account. When possible in the circumstances, we will provide you with a notice prior for taking such actions, and we will give you an opportunity to contest our decision and provide us with explanations which we will consider in good faith.

17.2 The following Sections survive the termination of these Terms of Use: 8, 9, 13, 14, 15, 16, 19, 21, 22 and 23.

18. Prices; Payment Terms

18.1 The fee for the mentorship session are set forth below, and may change from time to time, in which case, such changes will not apply to mentorship sessions that have already been booked, and you may cease to use our Services if you do not agree. Mentors set their own session rate per hour, as outlined on our Pricing Page, which scales from 60 minute to 30 minute sessions and applies to all extensions of sessions (feature coming soon).

18.2 Currency (All our fees are in USD, and Mentors are also paid in USD)

18.3 Payments by Mentees. If you are a Mentee, you agree and understand that the fees for the mentorship sessions will be taken from the credit card you have entered into your account by a third-party payment provider, such as Stripe. The fee for each mentorship session is debited upon the beginning of the mentorship session and is non-reimbursable once debited, except pursuant to these Terms of Use. You hereby explicitly authorize us to debit the fees for the mentorship sessions in accordance with these Terms of Use. You represent and warrant that you are authorized to use the credit card associated with your account. You agree and understand that our third-party payment processor may also conduct fraud prevention, know your customer (“KYC”) due diligence, and other regulatory verifications using your Personal Information. Our third-party payment providers are compliant with PCI DSS and process your credit card data in accordance with this norm. If the transaction cannot be completed, for any reason whatsoever, the Mentee will receive an automatic error message, and must change or update her or his credit card information. We may suspend your rights to reserve any mentorship sessions until all fees due as a result of incomplete transactions are paid. If you are a Mentor, you agree and understand that we only provide payments to Mentors once the fees for the mentorship sessions have been successfully processed and received by Mentorly.

18.4 Receipts and Invoices. Once a mentorship session is completed, Mentees receive a receipt for the fee corresponding to the mentorship session. If required by applicable laws, Mentorly may issue a 1099 Tax Form or any other forms documenting the revenues obtained from the use of the Services by Mentors.

19. Governing Laws and Jurisdiction (Not applicable to Student Mentees)

19.1 These Terms of Use shall be governed by and construed by the laws of the Province of Québec, Canada and the laws of Canada applicable to contracts between Québec residents and to be performed in Quebec. Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Quebec. You agree to renunciate irrevocably to your rights to participate in a class action lawsuit against Mentorly, or to a trial with a jury against Mentorly, and, for the avoidance of doubts, to submit any lawsuits or claims individually.

20. InKind Fund

20.1 Donation. Mentors may choose to donate a percentage of their earnings to Mentorly’s InKind Fund, which sponsors Mentees to access free mentorship sessions. Mentors have no obligation to do so. We will not use the funds of the InKind Fund for any other purpose than to administer the InKind Fund and provide such access to free mentorship sessions. The donations are not deductible of taxes, and the InKind Fund is not a registered charity.

20.2 Application. Mentees may apply for the InKind Fund by e-mail and by following the instructions available here: https://marketplace.mentorly.co/en/inkind-fund. Mentorly will notify applicants by e-mail of any further steps, if applicable. We will only review applications which comply with the instructions published online. Incomplete applications will not be reviewed, and Mentorly may or may not provide a written notice if an application is not complete.

20.3 Selection of Candidates. Mentorly selects Mentees on a rolling basis, and minimally once per month. The selected Mentees will receive a free mentorship session with the Mentor of her or his choice within the pre-selection provided by Mentorly. Notwithstanding the foregoing, if there are not enough funds available to offer a free mentorship session to a Mentee, Mentorly shall have no obligation to provide such free mentorship session or to select a Mentee.

21. Force Majeure

21.1 Neither you or Mentorly will be held liable for delays in or failure of performance hereunder due to causes beyond its reasonable control, including, cyberattacks, epidemic, pandemic (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19), acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, and civil disobedience, unless caused or facilitated by their negligence. Users may cancel a mentorship session without any liability or late cancellation fees in case of a force majeure event, in which case, you must write to support@mentorly.co without undue delays so that we can take appropriate actions.

22. Dispute Resolution Procedure (Not applicable to Student Mentees)

22.1 In case of a dispute in relation to these Terms of Use, including between you and another User or between you and us (a “Dispute”), you agree to follow this dispute resolution procedure.

a) If a Dispute occurs, you agree to write to us at support@mentorly.co, and provide us with a detailed explanation of the Dispute, along with any evidence.

b) Mentorly will organize a videoconference within ten (10) business days to resolve the issue with you or between you and another User.

c) If we cannot find an agreeable solution within thirty (30) days, you may use the legal proceedings available to you under applicable laws and these Terms of Use.

23. General Provisions

23.1 If a provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to the law, inapplicable or excessive, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use shall remain in full force and effect. No waiver of any provisions of these Terms of Use shall be effective unless agreed to in writing.

23.2 These Terms of Use do not create an employment relationship with Mentors or with any Users. The parties are independent contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them. Mentorly only provides a marketplace for mentorship purposes to be used by Users and Customers for their mentorship needs.

23.3 You may not assign, transfer, delegate or sub-license any of its rights or obligations hereunder (whether by operation of law or otherwise) without our prior consent. We may assign, transfer, delegate or sub-license these Terms of Use or any parts thereof without your consent and with or without notice to you. Any unauthorized assignment, transfer, delegation or sub-license shall be considered null and void.

23.4 These Terms of Use describe the entire understanding and agreement between you and us and supersedes all oral and written agreements or understandings we might have had regarding the subject matter of these Terms of Use.