Mentoring Standard values the privacy and understanding of our customers and users. We collect and manage customer data in accordance with our company values:
- Personal and professional growth
- Passion about the work
- Users of our website mentoringstandard.com
- Requestors of products and services
- Other customers
2. Subscription to Services
You shall be entitled to Mentoring Standard services by paying service fees, and subject to compliance with the terms and conditions set forth in this agreement. These services are based on mutual trust and the understanding that information submitted by the user is accurate and complete. Mentoring Standard reserves the right to withdraw its services, including certification or accreditation, in the event that submitted information is discovered to be substantially inaccurate or incomplete. Examples of such inaccuracy would be telling us that you had been graduated from a university where you actually did not receive a degree, or that you were the President of a company you worked for as a summer intern.
3. Use of the Services and Intellectual Property
- Access and use the services via the Internet; and
- To use, reproduce and distribute, solely for internal purposes, any documentation which may be provided by us.
“Documentation” means all written documentation and published specifications delivered to you by us. You shall not (and shall not allow any third party to)
- Remove any product identification, copyright or other notices displayed on the services,
- Assign, transfer, provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise permit any third party (other than your employees and agents) to use the services, or
- Use the output or other information generated by the services for any purpose other than as contemplated by this agreement.
We retain all title to, and except as expressly licensed herein, all rights to Mentoring Standard services and associated intellectual property, including, without limitation, all copies, derivatives and improvements thereof and all related documentation and materials. We respect there are fair uses under U.S. copyright law, but because fair use is an affirmative defense, it might be simpler to email us if you want to make a derivative work: email@example.com
You agree that we own all intellectual property rights in all Mentoring Standard products and services, including but not limited to all intellectual property rights in all web pages, web forms, assessments, diagnostic tools, and other materials provided by or through us, whether in electronic, hard copy or any other form. Nothing herein or otherwise shall be construed to transfer any such ownership rights to you.
4. Obligations of the Parties
You will, and will ensure your users, use the services for lawful purposes only. You are responsible for your users’ use of your content (defined below) and the services. You will ensure that all users comply with all obligations under this agreement and that the terms of your agreement with each user are consistent with this agreement. If you become aware of any violation of obligations under this agreement by a user, you will immediately terminate such user’s access to the services.
All content that is uploaded by you or provided to us by you is deemed “your content.” Your content includes all information related to your users (including, e.g., user names, job titles, etc.). You will not upload, provide access to, or otherwise transmit through the services any material which violates or infringes in any way upon the privacy rights of others, which is unlawful, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law. You will be responsible for protecting the confidentiality of user password(s), if any. You are solely responsible for all of your content.
5. Fees and Payment
We will invoice you for use of the services (“fees”). Fees are non-refundable. We have the right to increase the fees annually upon notice of any such increase at least forty-five (45) days prior to such fees going into effect. All charges and fees shall be remitted in the currency specified in the applicable invoice and are exclusive of any taxes, duties, or similar charges imposed by any government or other authority.
We may suspend your or any user’s right to access or use any portion or all of the services immediately upon notice if we determine:
- You or your user’s use of the services
- Poses a security risk to the services or any third party,
- May adversely impact the services or the content of any other third party,
- May subject us or any third party to liability or
- May be fraudulent or
- You or your users are in breach of this agreement, including if you are delinquent in payment obligations for more than thirty (30) days; or
- You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
- If we suspend your right to access the services, you remain responsible for all fees incurred through the date of suspension. Our right to suspend your or your user’s right to access or use the services is in addition to our right to terminate this agreement.
Either party may terminate this agreement at any time, upon the uncured material breach of the other party, which such breach has not been cured within thirty (30) days’ notice thereof. Upon termination of this agreement, you shall discontinue your use of the services. Notwithstanding the foregoing, termination of this agreement by us shall not limit your obligation to pay all fees, nor restrict us from pursuing any other remedies available to us, including injunctive relief.
8. Your Confidential Information
Confidential information shall not include information that the receiving party can establish:
- Has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party;
- Is rightfully received by the receiving party from a third party without confidentiality restrictions;
- Is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party hereunder; or
- Is independently developed by the receiving party.
Disclosure Required By Law
If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s confidential information (a “disclosure order”) then, unless otherwise required by the disclosure order, the receiving party shall promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its confidential information. Following such notification, the receiving party shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s confidential information.
Any suggestions, comments, or other input you give to us (“feedback”), even if designated as confidential, will not create any confidentiality obligation for us. We will be free to use, reproduce, license or otherwise distribute, and exploit feedback to improve and enhance our products, technology, services, documentation or otherwise. Our use of feedback does not create any obligation to you. You agree not to provide us with any feedback that is subject to license terms that seek to require any of our products, technologies, services or documentation incorporating or derived from such feedback, or any of our intellectual property, to be licensed or otherwise shared with any third party.
9. Representations and Warranties
Authority. Each party represents and warrants that it has the right to
- Enter into this Agreement and
- Grant the rights and licenses herein granted.
By You. You represent and warrant that information you provide to Mentoring Standard will not violate any law or constitute an infringement or other violation of any copyright, trade secret, trade dress, trademark, patent, invention, mask works, proprietary information, non-disclosure and/or any other right of any third party. You will notify us immediately in writing (electronic mail is permissible) in the event of any breach of the representations and warranties set forth here.
Except as expressly provided herein, we hereby disclaim all warranties or conditions, whether express, implied, oral or written, including, without limitation, any and all implied warranties of merchantability, reasonable care, and/or fitness for a particular purpose (whether or not we know, have reason to know, have been advised, or are otherwise in fact aware of any such purpose). To the extent permitted by applicable law, we further disclaim any and all warranties, conditions, and/or representations of title and non-infringement.
10. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable for any indirect, incidental, consequential, special, reliance or punitive damages or lost or imputed profits or royalties, lost data or cost of procurement of substitute goods or services, whether for breach of contract, warranty, tort, statutory remedy or any obligation arising therefrom or otherwise and irrespective of whether the either party has advised or been advised of the possibility of any such loss or damage. In no event will either party’s liability to the other hereunder exceed amounts paid by you hereunder. The foregoing exclusions and limitations shall not apply to:
- Any infringement or misappropriation by a party of the other party’s intellectual property rights,
- Death or personal injury resulting from a party’s negligent acts or omissions; or
- Indemnity obligations hereunder.
You will indemnify and defend us, our directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses (“claims”), incurred by us in connection with any actual or threatened third-party claim arising directly or indirectly from our use of the information you provide as provided in this agreement. We will indemnify and defend you and your directors, officers, and employees from and against all claims incurred by you to the extent that the claims arise out of our infringement, misuse or misappropriation of any third party intellectual property rights. The indemnified party must:
- Give the indemnifying party prompt written notice of the claim;
- Cede full and complete control over the defense and settlement of the claim to the indemnifying party;
- Provide assistance in connection with the defense and settlement of the claim as the indemnifying party may reasonably request; and
- Comply with any settlement or court order made in connection with the claim.
12. U.S. Government Rights
If you are using the services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue using the service.
13. Import and Export Compliance
In connection with this agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations. Mentoring Standard complies with U.S. regulations related to embargoed countries, currently prohibiting the usage of its products and services in Iran, North Korea, Sudan, and Syria. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the services, including your transfer and processing of your content, the provision of your content to your users, and the country in which any of the foregoing occur.
You agree that we may reference you as a customer, subject to any trademark and logo usage guidelines you provide.
15. Professional Services
Professional/consulting services, which shall be subject to the terms of this agreement, may be provided pursuant to a separately executed Statement of Work (“SOW”).
This agreement is the entire agreement between the parties and merges all prior and contemporaneous communications. This agreement and any of your rights or obligations hereunder, may not be assigned, subcontracted or transferred by you, in whole or in part, whether voluntarily, by operation of contract, law or otherwise, including by way of change of control, sale of assets, merger or consolidation without the prior written consent of us, and any attempt to assign this agreement by you without such consent shall be null and void and of no force and effect.
Nothing in this agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between the parties. No supplement, modification, or amendment of this agreement shall be binding unless executed in writing by each of the parties. No waiver of any provision of this agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar; nor shall any waiver constitute a continuing waiver unless executed in writing by the party making the waiver. If one or more of the provisions of this agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, then the validity, legality and enforceability of the remaining provisions of this agreement shall be unaffected.
This agreement shall be governed by and interpreted in accordance with the laws of the State of California, without reference to its choice of law provisions and any controversy or claim arising out of or relating to this agreement shall be subject to the exclusive jurisdiction of and venue in any court of competent jurisdiction situated in Santa Clara County, California.
Except as otherwise set forth herein, notices made by us to you under this agreement that affect your users generally will be posted on the services web site. Notices that affect you specifically (e.g., notices of breach and/or suspension) will be provided to you via your billing address. Notices to us may be sent to the return address specified on any current invoice or statement.