### Enterprise Terms of Use **LATEST UPDATE: May 12 2025** These Terms of Services govern your use of the Services and are in force from the moment that you accept them and until you cease to use the Services (the “Term”). These Terms of Services are between you (the “Client”) and Mentorly, Inc. with a registered address at 5375 Clark, Montreal, Québec, H2T 2V3 (“Mentorly”). (Individually, a “Party” and together, the “Parties”). ### 1. Definitions - **AI Processing** means the use of artificial intelligence models, including large language models developed and operated by OpenAI or other subprocessors, to analyze, interpret, and provide reports, summaries, or recommendations based on Client Material, Anonymized Data, or Personal Information, solely for the Authorized Purpose. - **Anonymized Data** means data that do not indirectly or directly identify the Users or the Client, including data which are de-identified in accordance with industry standards. Anonymized Data may include usage data and aggregated data. - **Annual Plans** means a year-to-year subscription plan in which the Client commits to a minimum Subscription Term of a year. - **Confidential Information** means any and all information of a Party (the “Disclosing Party”) which has or will come into the possession of the other Party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including, without limitation, trade secrets, source code, lists of clients and specifications. - **Client Material** means the Client’s Confidential Information, Intellectual Property, Client Marks and Personal Information. - **Client Marks** means Client’s logos, distinctive sign, trademarks and material. - **Custom Portal** means the custom private portal created by Mentorly for Client which allows Client’s Mentees and Mentors to connect together. - **Documentation** means the documents, information and specifications made available to Client by Mentorly or publicly accessible through Mentorly’s website regarding the Services. - **Intellectual Property** means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law. - **Manager(s)** means user(s) authorized by Client to administer the Services through the Manager Portal. - **Manager Portal** means the portal available to Client’s Manager(s) which contains built-in tools for managing the Services, as described in the Documentation. - **Mentee** means a user participating in the Client’s mentorship program to obtain mentorship from Mentors through the Custom Portal. - **Mentor** means an individual recruited and selected by Client which provides mentorship sessions to Mentees through the Custom Portal. - **Monthly Plans** means a month-to-month subscription plan with no commitment except as set forth in these Terms of Services or the Order Form. - **Order Form** means an order form signed and executed by both Parties, whether online or in paper form, which describes the Services that Mentorly provides for the Client, the Fees, the payment terms and any terms the Parties deem appropriate. - **Personal Information** means information or data which can identify directly or indirectly the Users, and which is collected, used or disclosed by Mentorly pursuant to the Services. - **Security Breach** means any act or omission that materially compromises the security, confidentiality or integrity of Client Material. - **Services** means the services provided by Mentorly to Client as described in an Order Form. - **Subscription Term** means the period during which the Services will be performed. - **(a)** For **Monthly Plans**, the Subscription Term begins upon the execution of the Order Form and continues month-to-month until the Client terminates the Services. - **(b)** For **Annual Plans**, the Subscription Term begins at the date set forth in the Order Form or upon reception of the payment for the Fees and activation of the Services by Mentorly. The Annual Plans cover a minimal period of twelve (12) months. - **Users** means the Manager(s), Mentees, and Mentors. ### 2. Services - **Order Form.** Mentorly shall perform the Services materially in accordance with the Order Form. The Order Form has precedence over these Terms of Services. - **Manager Portal.** Mentorly shall make available to Client a Manager Portal, which Managers may use to administer the Services. Client agrees that Managers may access Personal Information of Users through the Manager Portal. - **E-mail Notifications; Instant Messages.** The Services may include e-mail notifications to Users. Client warrants compliance with the Canadian Anti-Spam Law. - **AI-Powered Reporting.** The Client acknowledges that Mentorly may use third-party models to analyze User and Client data and generate reports. - **Mentees.** Client is responsible for inviting Mentees to the Custom Portal and ensuring Mentees are at least fourteen (14) years old. - **Mentors.** Client is responsible for vetting, pre-selecting and recruiting Mentors. - **Mentorship Sessions.** Client establishes rules for mentorship sessions. Mentorly provides technologies for online mentorship sessions through the Custom Portal. - **User Dashboard.** Each User is responsible for keeping their credentials secure. - **Integration Partners.** Client is responsible for ensuring External Services are secure and have appropriate privacy practices. ### 3. Licenses - **To the Services.** We grant you a non-exclusive, non-sublicensable, non-transferable right and license to access and use the Services for the Authorized Purpose. - **Client Material.** You grant us a non-exclusive, non-sublicensable right to access, use, and reproduce Client Material as required for the Authorized Purpose. ### 4. Intellectual Property All rights not expressly granted in these Terms of Services are reserved by Mentorly. Client shall be the sole owner of Client Material. Mentorly shall be the sole owner of the Services. ### 5. Acceptable Use You represent and warrant compliance with the rules when using our Services. You agree not to use the Services in any unauthorized manner. ### 6. Confidential Information Confidential Information shall not include information publicly available or lawfully obtained from an independent third party. The Receiving Party shall only use or disclose Confidential Information for the Authorized Purpose. ### 7. Personal Information Each Party shall comply with applicable laws regarding Personal Information. Mentorly provides a Privacy Policy describing its processing of Personal Information. ### 8. Information Security We will implement appropriate safeguards to protect Client Material. In case of a Security Breach, we will inform you without undue delay. ### 9. Fees You agree to pay the fees in accordance with the Order Form. If payments are declined, we will provide notice and suspend Services until payments are made. ### 10. Representations and Warranties Each Party represents and warrants that it has the legal authority to enter these Terms of Services. Mentorly represents that Services will be performed in a professional manner. ### 11. Indemnification Client shall indemnify Mentorly against any claims arising out of Client’s breach of these Terms. ### 12. Disclaimers Services are provided “as is.” Mentorly makes no other representations or warranties except as set forth in these Terms. ### 13. Limitation of Liabilities Neither Party will be liable for any loss of profits or indirect damages arising in connection with these Terms. ### 14. Force Majeure Mentorly is not liable for delays caused by events beyond reasonable control. ### 15. Termination **Monthly Plans:** Client may terminate with a 30 days’ notice. **Annual Plans:** Either Party may terminate for cause if a material breach is not cured within thirty (30) days. ### 16. Governing Law and Jurisdiction These Terms are governed by the laws of the Province of Québec, Canada. ### 17. General We may modify these Terms of Services and will provide notice of changes. The Parties are independent contractors.