Terms of Services – Mentora®
Effective Date: May 3, 2019
Prior Versions: December 1, 2016
Mentora - Patent Pending
Contents of Mentora Protected by Copyright Laws.
This Terms of Services Agreement (the "Terms” or "Agreement") constitutes a binding agreement between you ("you" or "client") and Institute for Personal Leadership LLC (“IPL”, "we", "us", and "our") with respect to your use of IPL’s mobile application Mentora®, and related IPL sites, services, inventions, and proprietary content (collectively, “Mentora”).
Mentora is a proprietary educational system that provides the following learning tools: (i) educational courses and content for teaching personal leadership and management principles, (ii) methods of actually practicing leadership principles by presenting video facsimiles of real-world business and management challenges and video recording the user’s responses to these challenges, (iii) secure distribution of the user’s recorded videos to a specified closed group of colleagues and supervisors who evaluate and provide constructive feedback to the user, and (iv) proprietary programs and algorithms for evaluating video responses and feedback, awarding badges, and determining steps for further learning and practical exercises at higher levels. Mentora also provides a journal for bookmarks, notes, and questions, and a toolkit for reviewing principles, techniques, and expert guidance. Mentora utilizes IPL’s invention Virtual Mentor™, U.S. patent pending, which is a proprietary digital and asynchronous closed loop instructional media content distribution and feedback system. Mentora is provided to authorized users as a tool for practicing personal impact skills using role-play challenges and peer-to-peer feedback.
Before you continue using Mentora, it is important that you carefully review and accept the Terms.
By using or logging into Mentora, you accept these Terms and agree to be bound by them. Acceptance of these Terms creates a binding contract between you and IPL that you will use Mentora only in a manner consistent with these Terms. Your use of Mentora is entirely conditioned on and subject to your compliance with these Terms. If you do not agree with these Terms, do not access or use Mentora. We require that you be 13 years or older to use Mentora; if you are under 18 years old, you should not access or use Mentora without special written consent of IPL and the permission of your parent or legal guardian.
Mentora, including its invention, software, design and content are owned, licensed, and/or operated by IPL. Except as permitted under this Agreement, copying, storing, displaying, reproducing, distributing, selling, licensing, sublicensing, publishing or creating derivative works of any content, videos, or materials on Mentora are expressly prohibited without the prior written permission from IPL. IPL grants you during the period of your authorized use of Mentora a non-exclusive, non-transferable, limited right to access, view, and display information on Mentora for your personal, informational, educational, and noncommercial use only, but not to display to others, copy, distribute, or adapt such information.
Your use of Mentora may be pursuant to an agreement between IPL and your employer. If there are any conflicts between that agreement and these Terms, that agreement will prevail with respect to such conflicts.
a. We reserve the right to change these Terms at any time. If we make any material changes to these Terms, we will post the new Terms here and update the Last Revised date set forth above. You are responsible for reviewing the Terms on Mentora and noting any changes which have been made to prior versions.
b. This Agreement and your use of Mentora as provided for hereunder shall continue until terminated as provided herein. You agree that IPL may at any time without notice to you: terminate this Agreement; suspend or terminate your use of Mentora; or terminate your account and delete any content stored in your account; and you agree that IPL may take the foregoing actions for any reason, including if, in IPL’s sole discretion, you fail to comply with any of these Terms or if a competent regulatory authority requires us to do so, or may do so without cause.
c. Upon termination of this Agreement or termination or suspension of your use of Mentora, all rights and licenses granted by IPL to you hereunder shall immediately terminate.
When you register as a Mentora user, you may be asked to provide a password. You are the only person permitted to use this password to access and use Mentora. As you will be responsible for all activities that occur under your password, you are responsible for maintaining the confidentiality of your password. You must notify IPL immediately of any unauthorized use of your password or if you believe that your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure. We may rely on the authority of anyone using your password, and in no event shall we be liable for any compromise of the confidentiality of your password or any unauthorized access using your password.
The following conduct is prohibited with respect to use of Mentora:
a. to use Mentora:
i. for any unlawful purposes;
ii. to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable;
iii. to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to IPL; or
iv. to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
b. to interfere with, harm or disrupt (or attempt to interfere with or disrupt) Mentora or servers or networks connected to Mentora, or disobey any laws, requirements, procedures, policies or regulations governing access to or use of Mentora or networks connected to Mentora;
c. to access or attempt to access any information, documents or material that you are not authorized to access; or
d. to use any robot, spider, or other such programmatic or automatic device to obtain information from Mentora or otherwise monitor or copy any portion of Mentora.
You agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of your representations and warranties or this Agreement or the documents it incorporates by reference, your use of Mentora, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, your participation in a Mentora group, or your participation as a sponsor, organizer or supervisor of a Mentora group. Without limiting the foregoing, you agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable attorneys' fees, made by any user or third party due to or arising out of your actions.
10.1 Disclaimer of Warranties. Your use of Mentora is at your sole risk. Mentora is provided to you "as is" and on an "as available" basis. We specifically disclaim all warranties and conditions of any kind, whether express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. We disclaim any warranties regarding the security, reliability, timeliness, and performance of Mentora. We disclaim any warranties for any information or advice obtained through Mentora. We disclaim any warranties for services or goods received through Mentora or received through any links provided by Mentora, as well as for any information or advice received through any links provided through Mentora.
In addition, no advice or information (oral or written) obtained by you from us shall create any warranty.
You understand and agree that you download or otherwise obtain material or data through the use of Mentora at your own discretion and risk and that you will be solely responsible for any damages to your computer system or smartphone, or loss of data that results from the download of such material or data.
10.2 Limitation of Liability. You agree that in no event shall IPL be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if IPL has been advised of the possibility of such damages), arising out of or in connection with Mentora or this Agreement or the inability to use Mentora (however arising, including negligence), arising out of or in connection with third-party transactions or arising out of or in connection with your use of Mentora, participation in or exclusion from Mentora groups and the actions of you or others in connection with Mentora. Our liability to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees, if any, we have been paid by you or your employer for your pro rata use of Mentora in the twelve (12) months prior to the action giving rise to liability, and (b) $100.
10.3 Exclusions. Some jurisdictions do not allow the exclusion or limitation of certain warranties or of incidental or consequential damages. Accordingly, some of the limitations in this Section 12 may not apply to you.
Your interactions, correspondence, or coaching or advisory sessions with IPL personnel, contractors or other third parties found on our website or through Mentora, including delivery of services, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and such other party. You agree that IPL shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such interactions or as the result of the presence of such parties on our website or located through the use of Mentora.
12.1 IPL's Trademarks. IPL trademarks and service marks, and other IPL logos, products and service names, are trademarks of Institute for Personal Leadership LLC (the "IPL Trademarks"). Except as otherwise permitted by law, you agree not to display or use in any manner the IPL Trademarks without IPL's prior written consent.
12.3 Copyrights and Trademarks of Others. IPL respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and in our discretion, remove, or disable access to, material that infringes on the rights of others, and terminate access to Mentora to those who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please mail and email our Copyright Agent the following information: 1.an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; 2.a description of the copyrighted work or other intellectual property that you claim has been infringed; 3.a description of where the material that you claim is infringing is located on the site; 4.your address, telephone number, and email address; 5.a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 6.a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
c/o Law Offices of David M. Slater
240 West 73rd Street, Suite 701
New York, NY 10023
By phone: 212-489-6500
By fax: 212-721-0716
By email: email@example.com
12.4 Patent Pending. Mentora is a patent-pending proprietary educational system utilizing several novel educational tools. No copying or use of Mentora is permitted except by written license or authorization from IPL.
12.5 Proprietary Rights. You acknowledge and agree that Mentora contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You also acknowledge and agree that content contained in supplier and other information presented to you through Mentora is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as consented to by IPL or its suppliers in writing, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on Mentora or its content, in whole or in part.
12.6 Nondisclosure of Confidential Information. You acknowledge that your use of Mentora may provide you with access to certain proprietary materials, inventions, processes, trade secrets, and confidential information, which you agree to keep confidential and not disclose to anyone unless required to do so by law.
The use of Mentora under this Agreement is offered by Institute for Personal Leadership LLC, a New York limited liability company. Please report any violations of this Agreement by sending a notice of the violation to IPL’s Agent as stated in Section 12.3.
14.1 Process. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Agreement including the documents it incorporates by reference, your use of Mentora, Your Information, your violation of any law or the rights of a third party, or your participation in Mentora groups. In the event that the dispute, claim or controversy is not resolved by these negotiations, the matter will be submitted to the American Arbitration Association ("AAA"), for mediation pursuant to Section 14.3, and if the matter is not resolved through mediation, then it shall be submitted to AAA for final and binding arbitration pursuant to Section 14.4. Nonetheless, legal action taken by IPL to collect any fees (if any) and/or recover damages for, or obtain an injunction relating to, Mentora, our website operations, or intellectual property, shall not be submitted to mediation or arbitration except as otherwise agreed to in writing by IPL. In addition, either you or IPL may seek any interim or preliminary relief from a Court of competent jurisdiction in New York, New York necessary to protect the rights or property of you or IPL pending the completion of arbitration.
14.2 Negotiation. Either party may initiate negotiations by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice will respond in writing within fifteen (15) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet in person or otherwise at a mutually agreeable time and place within thirty (30) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute.
14.3 Mediation. Either party may commence mediation by providing to AAA and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with AAA and with one another in selecting a mediator from AAA, and in scheduling the mediation proceedings. The parties agree that they will participate in the mediation in good faith, and that they will share equally in its costs, unless required otherwise by law. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any AAA employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may initiate arbitration with respect to the matters submitted to mediation by filing a written demand for arbitration at any time following the initial mediation session or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. The mediation may continue after the commencement of arbitration if the parties so desire. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case.
14.4 Arbitration. The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by their mutual agreement by negotiation or mediation under Sections 14.2 and 14.3 shall be submitted to final and binding arbitration before AAA pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et seq. The arbitration will be conducted in accordance with the procedures and regulations of AAA in effect at the time of filing of the demand for arbitration. The arbitration will take place in New York City and be conducted by a single, neutral arbitrator appointed in accordance with the applicable rules. To the extent permitted by the rules, the parties may appear at the arbitration by telephone or video link. The award of the arbitrator shall be enforceable according to the applicable laws of the state of New York, and may be entered as a judgment and enforced in any court of competent jurisdiction in any country. The parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs.
14.5 Enforcement. The provisions of Sections 14.3 and 14.4 may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered.
14.6 Notice; Waiver. By agreeing to this Agreement you have, except as otherwise specified in Section 14.1, all disputes, claims or controversies arising out of or relating to this Agreement decided by negotiation, neutral mediation and/or neutral arbitration as provided in this Section 14, and you are giving up any rights you might possess to have those matters litigated in a court or jury trial. Also, by agreeing to this Agreement you are giving up your judicial rights to discovery and appeal except to the extent that they are specifically provided for under this Agreement. If you refuse to submit to arbitration after agreeing to this provision, you may be compelled to arbitrate under federal or state law. Your agreement to this arbitration provision is voluntary.
14.7 Dispute Resolution by IPL for the Benefit of Users. We may try to help Mentora users resolve disputes. We do so in our sole discretion, and we have no obligation to try to resolve disputes between users. To the extent we attempt to resolve disputes, we will do so in good faith based solely on the general rules and standards of Mentora, and we will not make judgments regarding legal issues or claims.
We reserve the right at any time or times to modify or discontinue, temporarily or permanently, all or any portion of Mentora with or without notice. You agree that we shall not be liable to you or to any third party for any modification, suspension or termination of Mentora.
a. Entire Agreement
These Terms constitute the entire agreement between IPL and you with respect to your use of Mentora including related services. IPL's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more rights or provisions contained in these Terms are invalid, you agree that the remainder of the Terms shall be enforceable.
b. Choice of Law and Venue
This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New York, United States, without regard to its conflict of law provisions.
You may not assign the Agreement and/or any of the rights or obligations contained herein. IPL may freely assign this Agreement and the rights and obligations contained herein.
IPL may notify you of certain events relating to Mentora, or your use of it. We may choose to notify you of these matters via a general notice on Mentora, the website related to it, email to your e-mail address on record in IPL's account information, or by written communication sent by U.S. mail, postage pre-paid, to your address on record in IPL's account information. If we notify you by mail, mail notice shall be deemed to have been given upon the expiration of four days after mailing (ten days if sent by international airmail); if we sent you notice by email, such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending. You may give notice to IPL (such notice shall be deemed given when received by IPL) at any time only by the following: email sent by confirmed delivery to the following email addresses: firstname.lastname@example.org and email@example.com; or letter delivered by nationally recognized overnight delivery service or certified mail, return receipt requested, addressed to IPL at the following address: Attn: David M. Slater, General Counsel, Institute for Personal Leadership LLC, c/o Slater Law, 240 West 73rd Street, Suite 701, New York, NY 10023. The party receiving a notice by email has an obligation to immediately send an email back to the sender acknowledging receipt of the notice.
e. Limitation of Claims
You and IPL each agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Mentora or this Agreement must be filed within one (1) year after the claim or cause of action arose or be forever barred.
f. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and IPL is intended or created by this Agreement.
g. No Waiver
IPL's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive our right to act with respect to subsequent or similar breaches.
If any provision of this Agreement is found to be invalid by arbitration or a court of competent jurisdiction, you and IPL nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.