Mentor Terms Agreement

 

Acceptance. By clicking “I accept” (or any similar indicia of acceptance), you (“Mentor”) agree to comply with the terms of service set forth in this Agreement between Proof of Lightwork FZ LLE. (“POL”) and Mentor. 

This Mentor Agreement, which consists of this cover page (“Cover Page”) and the POL Standard Terms attached as Exhibit A  the “POL Mentor Standard Terms”) (collectively, this “Agreement”), is entered into as of today (“Effective Date”) by Proof of Lightwork FZ LLE (“POL”), a United Arab Emirates corporation, and Mentor (defined below). Effective Date will be marked by the date & time stamp upon electronic acceptance, 

Background. POL owns and operates Conscious Crypto Circle (“CCC”) a social and educational platform that allows Mentors to market and provide various educational services to Members (the “Platform”) CCC enables Mentor to connect with and provide Mentor Services “Mentor Service” to Members through the Platform. 

Mentor. “Mentor” will define its business under a separate Cover Page that will supersede the terms in this cover page. That document will be executed separately between POL & Mentor.

Mentor Services. Mentor Services will be defined in a separate Cover Page that will supersede the terms on this cover page. That document will be executed separately between POL & Mentor.

Fees. Mentor will provide Mentor Services for the following fees: To be defined under separate Cover Page, (“Fees”).

Additional Terms. If necessary, to be defined under a separate Cover Page.

 

The parties agree to the terms and conditions of this Agreement, which incorporates by reference all terms of the CCC Terms of Service and the CCC Privacy Policy (collectively, the “Terms”). To the extent of a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.

 

 

Mentor Standard Terms 

 

1. Definitions

Capitalized terms used but not defined in this Agreement have the meanings given in the Terms. The following terms have the following meanings, and all other terms defined in this Agreement have the meanings provided in context. 

(a) “Materials” means any marketing or promotional materials provided by Mentor to POL describing the Mentor Services. Materials include any descriptive or identifying information associated with Mentor (“Marks”) such as videos, audios, graphics, artwork, images, copyright notices

(b) “User” means a Member who obtains Mentor Services through the Platform.

 

2. Appointment

Mentor authorizes POL, on a non-exclusive basis, POL to make the Mentor Services available to Members through CCC, POLs proprietary online Platform (the “Platform”). 

 

3. License

Mentor grants POL a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, reproduce, publicly display, publicly perform, and distribute the Materials through the Platform to Members. In connection with the foregoing, Mentor grants POL a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, use, distribute, promote, advertise, transmit, and publicly display and perform Materials in any and all digital and other formats for promotional purposes in connection with the Mentor Services and Platform. These rights include POL’s right to market and display Materials with related content, such as ratings and reviews, and POL-chosen content and projects available on the Platform. 

 

4. Services for Mentors

(a) POL Services for Mentors. POL will provide the following services to Mentors (the “POL Services for Mentors”): 

1. Inclusion in Directory  POL will include the Mentor Services in the Platform.

2. Customer Service: POL will provide operators to field Members’ complaints and use commercially reasonable efforts to resolving such complaints. 

(b) Exclusions from the POL Services for Mentors. The POL Services for Mentors relate to the business services set forth above, which may be updated from time to time. The POL Services for Mentors do not include anything related to providing advice or freelancing. A mentor is solely responsible for all of the Mentors’ own tools, equipment, training, transportation, office space, licensing, and other materials or requirements needed, desired, or related to providing the Mentor Services. Mentors are also solely responsible for the payment of insurance premiums, licensing fees, professional dues, or other costs or expenses connected with Mentor’s business, and acknowledge that POL will not reimburse Mentor for any such expenses. POL is not, and will not be, responsible for any liability arising out of services performed for Members. A mentor is not permitted to represent to Members or others that Mentor is an employee, contractor, or agent of POL. 

(c) Service Control. As an independent business and Mentor of CCC, Mentor maintains complete control over Mentor’s use of the Service (defined in the Terms), including:

  1. A Mentor decides when to be available for appointments;
  2. A Mentor decides whether to accept, reject, or ignore offers to work with certain Members and/or Member projects if logged in;
  3. A mentor is permitted to select Mentor’s attire for the Mentor Services – no uniforms or other specific clothes are required;
  4. A Mentor confers with the Member to determine the time and location of the Mentor Services (defined below) – POL is not involved;
  5. A mentor is permitted to maintain Mentor’s independent business and other clients without using the Service;
  6. A mentor is not restricted from using competitive services or technology platforms;
  7. A Mentor’s opportunity for profit or loss is dependent on his or her own managerial skill;
  8. A mentor is responsible for resolving any disputes with Members, including financial responsibilities for refunds, breakage, spoilage, and other losses directly or indirectly caused by Mentor or Mentors agents;
  9. Mentor solely controls the amount of Mentor’s investment in the Mentor Services, including expenses on training and tools; and
  10. Mentor exclusively controls Mentor’s performance of the Mentor Services, including, but not limited to, possessing the requisite skills, credentials, and training to perform Mentor Services that he or she accepts hereunder.

(d) Mentor’s Business. By signing this Agreement, Mentor affirms that Mentor is self-employed, maintains and operates a freelancing business that is separate and independent from POL, holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain clients for whom Mentor performs Mentor Services through other means other than POL and prior to entering into this Agreement. 

 

5. Ownership

Title to and ownership of all copies of Materials uploaded to CCC, including all rights therein, and all related technical know-how and all rights therein are and will remain the exclusive property of POL or its licensors. Except for the licenses granted by POL in this Agreement, Mentor agrees that he or she obtains no right, title, or interest from POL (or its licensors) under this Agreement in or to any Materials, including any intellectual property rights therein. Any data generated as a result of Member’s use or purchase of Mentor Services through the Platform will be owned by POL. POL grants Mentor a limited, revocable, non-transferable license to use such data for the sole purpose of providing the Mentor Services to the applicable User.

 

6. Fees

Mentor will invoice Members the Fees for the Mentor Services performed by Mentor for Members unless otherwise specified in the “Cover Page”. Mentor will be responsible for any taxes assessed against it as a result of this Agreement. 

 

7. Compliance with Laws

Each party will comply with all applicable local laws, rules, and regulations in fulfilling its obligations under this Agreement.

 

8. Representations and Warranties

Mentor represents and warrants to POL that (a) it has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) the Materials do not infringe any third party proprietary rights, (c) the listing and provision of the Mentor Services through the Platform do not violate any agreements to which Mentor is a party; (d) Mentor has obtained any and all consents, approvals or licenses required for Mentor to make the Mentor Services and Materials available in the Platform; (e) POL’s exercise of the rights granted to POL under this Agreement will not obligate POL to make any payments to any third parties; and (f) the Materials do not contain any viruses, spyware, “Trojan horses,” or other destructive or contaminating code, and will not cause injury or damage to any person or property.

 

9. Independent Contractor Relationship;

No Legal or Other Advice. Mentor acknowledges that Mentor is an independent contractor and not an employee of POL for all purposes, and acknowledges Mentor’s sole responsibility for complying with all local tax filing and payment obligations that pertain to any remuneration received from clients in connection with this Agreement. Neither this Agreement nor Mentor’s performance under this Agreement creates an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between POL and Mentor. Mentor will be solely responsible for all tax withholding, Worker’s Compensation Insurance, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Mentor acknowledges that POL is not rendering legal, tax, or investment advice, nor is POL a fiduciary of Mentor. Accordingly, Mentor acknowledges that Mentor may seek advice from an appropriate professional to comply with any and all applicable local laws.

 

10. No Employment

Nothing in this Agreement will in any way be construed to constitute Mentor or its employees or agents as an agent, employee, or representative of POL. Without limiting the generality of the foregoing, Mentor is not authorized to bind POL to any liability or obligation or to represent that Mentor has any such authority. Mentor and POL agree that Mentor and its employees and agents will receive no POL-sponsored benefits from POL where benefits include, but are not limited to, paid vacation, sick leave, and medical insurance. 

 

11. Indemnification

Mentor will indemnify and defend POL from any actual or threatened loss, claim, liability, damage, action, or cause of action (including reasonable attorneys’ fees) that arises from any third party claim (“Losses”) relating to (a) any Mentor Services, Materials, Marks, or any other content Mentor provides to POL or (b) any claim brought by a User related to the Mentor Services provided to that User. Each party will indemnify and defend the other party from any Losses relating to a party’s alleged violation of any law, rule, or regulation. Neither party may settle any such third-party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed.

 

12. Confidential Information

Each party will (a) treat as confidential any information disclosed by the other party that, given the nature and circumstances of disclosure, ought to be treated confidential (“Confidential Information”), (b) not disclose such Confidential Information to any third party without the discloser’s consent, and (c) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party may disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.

 

13. Termination

This Agreement commences upon Mentor’s acceptance of its terms and continues until terminated. The mentor may terminate this Agreement upon 30 days written notice to POL. POL may terminate this Agreement at any time upon notice to the Mentor.

14. Effects of Termination

Notwithstanding the foregoing, Sections 1, 5 (other than the last sentence), 6, and 8 – 15 and any liabilities or payment obligations that have accrued prior to termination will survive such termination. Following any notice of termination, Mentor will provide Members with any Mentor Services not yet provided in full.

 

15. Limitation of liability

To the maximum extent permitted by law, in no event will the Mentor or POL be liable to Member or to any third person for any direct, consequential, incidental, special, punitive or other indirect damages, including any lost profits or opportunities or lost data, arising from your use of the Mentor Service or other materials on, accessed through or downloaded from the Mentor Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not Mentor or POL has been advised of the possibility of these damages. Notwithstanding the foregoing, in the event the Mentor or POL is found to be liable for losses, Mentor or POL shall not be liable to Member for more than the amount Member has paid to us in accordance with these Terms in the three (3) months immediately preceding the date on which you first assert a claim. The limitations and disclaimers in these Terms do not purport to limit liability or alter rights that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. In these jurisdictions,  Mentor’s or POL’s liability will be limited to the greatest extent permitted by law.

16. Miscellaneous

(a) Excepting the arbitration provisions in the Terms, which are governed by the Arbitration Rules of the DIFC-LCIA Arbitration Centre., this Agreement will be governed by United Arab Emirates Law, and all disputes will be heard only in DIFC Court, and Federal Courts of United Arab Emirates. Any legal fees and expenses relating thereto will be awarded to the successful party; 

(b) This Agreement, together with any CCC rules or Policies (including the Terms) referred to herein, represents the complete agreement between Mentor and POL concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter; 

(c) Any notice hereunder must be given in writing to the address set forth on the Cover Page;

(d) Mentor may not assign, transfer or delegate this Agreement or any part of it without POL’s prior written consent. POL may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties hereunder, upon the giving of notice; 

(e) This Agreement will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties;

(f) The provisions of this Agreement are severable, and in the event, any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable;

(g) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party and do not alter any terms of this Agreement;

(h) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement; and 

(i) The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.