Acceptance of Terms of Service and Privacy Policy

In consideration for accessing and using the Mentor service, including but not limited to www.MentorHQ.com (collectively the “Site” or “Site services”), you accept and agree to be bound by the terms and provisions of these Terms of Use (“TOU”), Privacy Policy and Billing Policy. These terms apply to and govern your usage of the Site and its contents.

This TOU is organized into two sections.  The first section deals with general terms applicable to all users of the Site.  The second section includes additional terms that apply specifically to access of secured areas of the Site (i.e., areas where a username/password are needed).

GENERAL TERMS

Modifications to Terms of Service and Privacy Policy

You understand that this TOU and Privacy Policy may change without notice and that you accept any such modifications with your continued use of the Site or Site services.  Any such revision or change will be binding upon you after ten (10) days of posting of the updated TOU and/or Privacy Policy on the Site, or two (2) days after e-mail or other written notification to you, whichever comes first.

If you disagree with any modification to the TOU or Privacy Policy, you must notify Mentor (“MENTOR” or “We” or “Us”) in writing within the time period described above and immediately discontinue any Site services.

Adult Usage Only and Your Authority

In using this Site, you represent, warrant, and agree that you are at least eighteen (18) years old, possess legal guardian consent, or are otherwise able to legally enter into a contract and accept this TOU, the Privacy Policy, and Billing Policy.  You affirm that you are at least thirteen (13) years.  If you are under the age of 13, please do not use this Site services. If you are providing any information regarding a third-party, you represent and warrant that you have the authority to provide such information from the third-party to MENTOR.

Unauthorized Use

Some portions of the Site are restricted and require authorization for access (e.g., username/password).  Unauthorized use of or access to these areas is prohibited.  Actual or attempted unauthorized use of or access to such areas may result in criminal and/or civil prosecution.  Attempts to access such areas without authorization may be viewed, monitored and recorded and any information obtained may be given to law enforcement organizations in connection with any investigation or prosecution of possible criminal activity on this system.  If you are not an authorized user of such areas or do not consent to continued monitoring, you should not attempt to access such areas.

Accuracy of Information Provided by You

You agree that all information you provide MENTOR is true, current, complete and accurate.  You also agree that you will update your information as needed to keep it true, current, complete and accurate.  You hereby agree to notify us within five (5) days of a change in any information you provided us.  Such notices may be sent to:

Mentor™
c/o Custom Solutions Group, LLC
 33717 Woodward Ave, suite 307
Birmingham, Michigan 48009
support@mentorhq.com

Failure to provide such new information will constitute a material breach of the terms of this TOU and may lead to the suspension or termination of your account and usage of Site services.

You represent and warrant that you provided notice to, and obtained consent from, any third-party whose personal data you supply to MENTOR and that any such data does not contain any information of children under the age of 13 or without the consent of the child’s legal guardian.  You further warrant that to the extent you provided personal data about a third-party to MENTOR, you provided that third-party with notice about this Site’s TOU and Privacy Policy.  You accept all liability and consequences resulting from your failure to provide notice or receive consent from such individuals or for your providing outdated, incomplete or inaccurate information.

Code of Conduct

Your use of Site services shall only for be for lawful purposes and must be consistent with the terms, conditions, and policies set forth in the TOU, Privacy Policy, and Billing Policy.  You agree to not use Site services or anything related to the services offered by MENTOR for any unlawful or otherwise prohibited means, including but not limited to employment discrimination, harassment, unlawful images or adult content.  Additional prohibited uses include:

1. Use the Site in any manner that could damage, disable, overburden, or impair any Site servers, or the network(s) connected to any Site server, or interfere with any other party’s use and enjoyment of the Site;
2. Attempt to gain unauthorized access to any Site, other accounts, computer systems or networks connected to any Site server or to any of the website through hacking, password mining or any other means;
3. Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
4. Use data mining, robots, screen scraping or similar data gathering and extraction tools on this site;
5. Use any metatags or any other “hidden text” utilizing MENTOR’s name, service or trademarks or trade dress without the express written consent of MENTOR;
6. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
7. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information;
8. Upload, or otherwise make available files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same;
9. Use any material or information, including images or photographs, which are made available through the website in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party;
10. Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
11. Harvest or otherwise collect information about others, including but not limited to e-mail addresses;
12. Use the site in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise);
13. Direct traffic, post links, advertise, or engage in any similar conduct related to other websites, companies, competitors, or services;
14. Use the Site, services or tools if you are not able to form legally binding contracts;
15. Any attempt to copy or mirror the information, data, content, or coding from the site without first obtaining express written permission from the Site administrator;
16. Unlawful use of any person’s image, voice, or likeness in any audio-visual or data file;
17. Any attempt to reverse engineer or reconstruction any portion of the Site; and
18. Use the Site to violate or infringe on the rights of any third-party, including but not limited to engage in copyright infringement.

You agree to fully comply with any applicable laws and regulations.  You further agree to cooperate in any governmental investigation regarding your use of Site services.  You further agree that to the extent you are using the Site for the purposes related to MENTOR and that will adhere to all applicable State and Federal laws and regulations.

Knowledge of TOU and Privacy Policy

If you are using Site services in conjunction with any third-parties, including but not limited to prospective employees or job applicants, you agree to ensure such third-parties are aware of, and agree to, this TOU and Privacy Policy.

Breach of the Terms of Service and/or Privacy Policy

We reserve the right to cancel or terminate your use of Site services if, in our sole discretion, you breach, or we reasonably believe you breached the TOU or any other obligation to MENTOR.  Without limiting the forgoing, you agree that all of the following may be considered a material breach of your obligations under this TOU and Privacy Policy: (i) your failure to abide by any provision of the TOU, Privacy Policy, Billing Policy or any other agreement you have with Us; (ii) your failure to pay any amounts due to MENTOR; (iii) your communication of inaccurate information to us, including your failure to promptly update your information; or (iv) your violation of MENTOR’s Code of Conduct.

If any of the foregoing events occurs, we may provide you with a written notice describing the breach; however, you recognize, understand, and agree that MENTOR is not obligated to send any such notice of default and may immediately suspend or terminate your account or services without notice.  In the event a written notice of default is provided to you, you shall have no longer than ten (10) calendar days to cure your breach.

Maintenance/Site Down Time

You agree that MENTOR may perform maintenance whenever it deems reasonably necessary to the Site, which may result in periodic outages of Site services.  Maintenance is generally scheduled for off-peak hours, such as weekends and evenings.  MENTOR will attempt to communicate any expected prolonged system outage to Site users in advance of outage.

MENTOR is not liable for any unforeseen or unexpected system outage due to unavailability of utilities or supplies, acts of god, natural disaster, labor strike or shortage, or any other condition that is reasonably outside of MENTOR’s control.

Intellectual Property Rights (applies only for non-secured areas of the Site)

You agree that MENTOR holds all right, title and interest to all services, its websites any information and technology used to provide the Site services.  You acknowledge that no title or interest in such intellectual property rights is being, or has been, transferred to you.  You further agree to make no claim of interest in any such services.

All content including but not limited to text, graphics, downloads and software included on this site is the property of MENTOR or its licensors and protected by United States and international copyright laws.

You also grant MENTOR a non-exclusive license to use, reference, post, identify, or otherwise utilize your intellectual property rights that you submit or provide to MENTOR.  Such information will be used solely by MENTOR in conjunction with marketing the Site and its services.

Disclaimer of Warranties

MENTOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE SITE SERVICES AND ANY RELATED SOFTWARE OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVILABLE” BASIS.  UNLESS OTHERWISE PROVIDED IN WRITING AND SIGNED BY AN AUTHORIZED AGENT OF MENTOR, MENTOR DOES NOT WARRANT THAT SITE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT SITE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.  EXCEPT AS EXPLICITLY WRITTEN IN A DOCUMENT SIGNED BY AN AUTHORIZED AGENT OF MENTOR, MENTOR PROVIDES NO WARRANTY REGARDING THE GOODS OR SERVICES PURCHASED OR OBTAINED FROM THE SITE, US, OR ANY THIRD-PARTY ASSOCIATED OR AFFILIATED WITH MENTOR.

Backups

We backup data from the Site from time-to-time; however, you are responsible for maintaining your own backups of all data.  Upon termination of your services and for a period of thirty (30) days thereafter, you shall have the right to download or otherwise obtain your data from us in .mp4 format so long as your account is in good standing and paid in full.

Assumption of Risk

When you access the Site, download or upload content on the Site, proceed to other websites linked to the Site, or interact with the Site in any manner, you do so at your owner discretion and risk.  In other words, you are solely responsible for any damage done to your computer, electronic device, or other property, including but not limited to the loss or corruption of data.

Customer Support

Without limiting the forgoing disclaimer of warranties or assumption of risk sections, MENTOR provides email support for Site customers.  Support can be reached by sending an email to: support@mentorhq.com.

Indemnification

As a user of this Site, you agree to release, indemnify, defend and hold harmless MENTOR and all of its agents, affiliates, subsidiaries, licensors, and assigns from any and all claims, actions, proceedings or demands and all liabilities, claims, damages, losses, costs and expenses, including reasonable attorneys’ fees and expenses, made by any third-party or relating to or arising under violations of your TOU, the Privacy Policy, Billing Policy, your submissions to the Site, the services provided by MENTOR to you, your infringement of any third-parties intellectual property rights, your use of any services of the Site or provided by MENTOR, or your alleged violation of any rights of another.  This indemnification provision shall not affect nor impair any person’s right to lawfully pursue claims against other users of this Site for their alleged violations of the law.  This indemnification obligation is in addition to any other rights or remedies MENTOR may have in law or equity.

You agree that MENTOR shall have the right to participate in the defense of any claim asserted against MENTOR.  You also agree that MENTOR shall be entitled to retain a counsel MENTOR’s own choosing at your cost.  You further agree to notify MENTOR of your knowledge of any claim against MENTOR.  You agree to cooperate fully with MENTOR during such proceedings.

Right to Refuse Service

MENTOR, in our sole discretion and without any liability to us, reserves the right to refuse service to any person or entity.

Survival of Agreement

Your obligations in this TOU shall continue to apply to you even if you are no longer using the services.

Reports of Abuse

If you have any reason to believe that the content on the Site violates any law, that any user of the Site is using Site services to violate the law, or that any User is violating the TOU or privacy policy, you may inform MENTOR in writing about the facts and circumstances of the alleged abuse/violations by writing to MENTOR, to conduct an investigation into the allegations.  MENTOR reserves the right to remove accounts, content, or postings that MENTOR, in its sole discretion, believes is offensive, illegal, or otherwise inappropriate.

With respect to claims of copyright infringement made under the Digital Millennium Copyright Act (“DMCA”), you may email support@mentorhq.com with your lawful takedown request.  Such email must include the following:

1. A physical or electronic signature of the copyright owner or authorized agent of the copyright owner;
2. Detailed identification of the copyrighted work;
3. Detailed identification of the infringing material allegedly on the Site;
4. Your full contact information, including your address, telephone number, and an email address;
5. A statement that you have a good faith belief that the use of the copyrighted material is unauthorized by the copyright owner or the law; and
6. A statement, made under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

We will comply with the DMCA provisions of forwarding via email any such communication to the account holder that allegedly engaged in the infringing conduct.  If you receive a DMCA takedown notice and believe it was in error, you may send a counter notice by responding to our email notice and following the steps below:

1. Your physical or electronic signature;
2. Identification of the material in which you removed or disabled access to along with the location where the material appeared before it was removed or access to it was disabled;
3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
4. Your full contact information (i.e. name, address, and telephone number), and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Mentor may be found, and that you will accept service of process from the person who provided the original DMCA notification.

If we receive a valid counter-notice, we will forward such notice via email to the sender of the original DMCA takedown notice.

If We receive, in our sole discretion, an unreasonable amount of DMCA takedown notices or believe you are violating the rights of third parties, you agree that we may disable your account without notice and terminate your Services. Notwithstanding any applicable obligations we may have under the DMCA, you agree that you will directly handle all copyright disputes by yourself and without participate of, or expense to, Us.

Retention of Records

You agree to comply with all applicable governmental laws, ordinances, rules, and regulations related to the retention of records.  Under no circumstances will MENTOR be liable to you for your failure to retain necessary records, nor will MENTOR’s (non-)retention of records act to alleviate your duty under the law.

Notices and Communication

Notices that you send to Us must be delivered via first class mail to the following address:

Mentor™
c/o Custom Solutions Group, LLC
 33717 Woodward Ave, suite 307
Birmingham, Michigan 48009
support@mentorhq.com

You may also email Us notices to support@mentorhq.com. so long as you place “LEGAL NOTICE” in the subject line of the email and we actually receive the email.

You authorize Us to send any notices to you based on the information you provide Us.  We are not responsible if you fail to keep your contact information up to date.

Choice of Law, Jurisdiction and Venue

All purchases from the Site or for Site services are deemed made within the State of Minnesota.

This TOU and the Privacy Policy shall be interpreted and construed in accordance with the laws of the State of Minnesota, without giving any effect to any choice of law provisions thereof that would cause the application of the laws of any other jurisdiction, as if the Agreement was a contract wholly entered into and wholly performed within Michigan.

You agree that any claim, dispute, action or litigation based hereon, relating to or arising out of this TOU, the Privacy Policy, or related to Site services provided by Us to you shall be brought and maintained exclusively in the state or Federal courts with jurisdiction in Royal Oak, Michigan.  Similarly, you agree and irrevocably submit to the jurisdiction of the State or Federal courts with jurisdiction in Royal Oak, Michigan, for the purpose of any such litigation as set forth above.  You expressly waive any objection of venue and jurisdiction, including but not limited to arguments that such litigation has been brought in an inconvenient forum.

Exclusive Remedy and Damages Cap

You agree that our entire liability, and your exclusive remedy, in law, in equity, or otherwise, with respect to any claim you assert against Us related to the Site, this TOU, the Privacy Policy, or procurement of other services, is limited solely to the amount you actually paid for such services to us within the past 12 months.  IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, ANY PECUNIARY LOSS RELATED TO THE COST OF PROCURMENT OF SUBSTITUTE SERVICES, LOST EARNINGS, WAGES, BACK WAGES, FUTURE WAGES, OR STATUTORY PENALTIES RELATED TO EMPLOYMENT MATTERS) ARISING OUT OF OR RELATING TO THE USE OF THIS SITE, INABILITY TO USE THE SITE, OR ANY OTHER HARM YOU CLAIM IN WHICH WE MAY BE RESPONSIBLE.

Time Limitations For Action

You hereby agree that any cause of action arising out of or related to the services provided to you by Us must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Waiver of Jury Trial

EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS TOU, THE PRIVACY POLICY, OR RELATED TO SITE SERVICES.

No Third Party Beneficiaries

Except as expressly provided herein, nothing in this TOU is intended to confer upon any third-party any rights, remedies, obligations, or liabilities.

Restriction of Assignment

You may not assign any of your rights or delegate any of your duties under this TOU without the prior written consent from Us.  Any attempt by your creditors or another third-party to obtain an interest in your rights under this TOU Policy is voidable at MENTOR’s option.

Successors and Assigns

Except as otherwise expressly provided herein, this TOU shall bind and inure to the benefit of the successors, assigns, heirs, executors and administrators of the parties hereto.

Non-Waiver

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this TOU shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy.  No failure or delay by MENTOR in exercising any right, power or privilege hereunder shall operate as a waiver.  Similarly, MENTOR’s election to not assert its rights under this TOU shall not preclude MENTOR from asserting its rights in the future.

Severability of Terms

If any provision of this TOU or Privacy Policy is held illegal, unenforceable, or invalid by any court or an arbitrator of competent jurisdiction, the remaining provisions shall be unaffected.  If any provision in this TOU, which is held illegal, unenforceable, or invalid, would be legal, enforceable, or valid if the provision was more narrowly drawn, the offending provision shall be interpreted so as to give maximum effect to the originally drafted provision.

Attorneys’ Fees

If MENTOR prevails in any action, suit, or proceeding arising from or based upon this TOU, MENTOR shall be entitled to recover its reasonable attorneys’ fees in connection therewith in addition to court costs and other fees and disbursement incurred in such action, suit, or proceeding.  MENTOR shall also be entitled to all of its expenses and fees incurred in collecting any judgment(s) against you.

Headings

The headings in this TOU are for convenience only.  The heading of any section shall not affect the interpretation of any provision of the rights or obligations of the parties.

California Residents Only.  In accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Legal Advice

MENTOR DOES NOT OFFER LEGAL ADVICE OR SERVICES TO USERS.  USERS OF THE SITE SERVICES ARE ENCOURAGED TO OBTAIN THEIR OWN COUNSEL REGARDING THEIR RIGHTS AND RESPONSIBILITIES UNDER THIS TOU AND ANY AGREEMENT ENTERED INTO WITH ANY THIRD-PARTY.  FURTHER, MENTOR DOES NOT PROVIDE ANY LEGAL ADVICE OR WARRANTIES REGARDING THE LEGALITY OF THE TERMS AND CONDITIONS CONTAINED IN AGREEMENTS BETWEEN USERS OF THIS SITE.

Mentor™
c/o Custom Solutions Group, LLC
 33717 Woodward Ave, suite 307
Birmingham, Michigan 48009
support@mentorhq.com

TERMS SPECIFIC TO SECURED AREAS OF SITE

The following terms apply to your usage of secured areas of the Site (e.g., where you need a username/password).  This section is intended to supplement and not supplant the general terms above.  If any provision of this section conflicts with the general terms above, this section shall govern.

Confidentiality and Account Security

We will treat the information you provide in secured areas of the Site as confidential.  The secured areas of the Site include industry-recognized security protections to aid in keeping your information confidential and secure; however, you also understand and agree that with the onslaught of highly sophisticated hackers, no electronic service can provide absolute security of your information.

One of the best ways you can help maintain security of your confidential information is to safeguard your account.  You agree and understand that you are solely responsible for your account security settings, protection of your password, and all consequences that stem from activities occurring with your account.  You are encouraged to proactively take steps to enhance your personal security measures.  These measures may include using “strong” passwords that consist of lower case and capitalized letters as well as numbers and other characters; regularly changing passwords; and preventing the disclosure of passwords to any third-parties.

You also agree that We are not responsible for any unauthorized use of your account.  You should not share your login information with anyone and should routinely monitor your account usage.

We will never request your password.  If you suspect that your account or login information has been compromised, you should immediately change your password and contact MENTOR.

You agree to immediately notify MENTOR of any suspected security breaches of your account by providing notice to:

Mentor™
c/o Custom Solutions Group, LLC
 33717 Woodward Ave, suite 307
Birmingham, Michigan 48009
support@mentorhq.com

If we receive any subpoena or Court order that mandates we disclose information about you or your data, we will attempt in good faith to notify you (based on the information provided in your account profile) before we make the disclosure.  We strive to do this so that you have an opportunity to obtain a court injunction preventing the disclosure.  You agree to reimburse and promptly pay Us for all expenses and costs, including our internal staff time and for external experts, including attorneys, that we may utilize in: (i) responding to the subpoena, Court order, or other governmental mandate, (ii) notifying you of the same, and (iii) any other work we deem reasonably necessary to carry out the intent of this TOU, our Privacy Policy, the Billing Policy, and other internal policies or procedures.

Intellectual Property Rights (applies to secured areas of the Site)

All content, including but not limited to text, graphics, downloads and software included on this Site may be protected by United States and international copyright laws as well as other applicable intellectual property laws.  The content you lawfully create shall be and remain your property.  Likewise, the content that we lawfully create shall be and remain our property.  For example, if you create an audio/visual clip using the Site, you will own the copyright of that clip; however, the underlying software that aided you in making the clip will remain our property as well as the media that is used to store your clip.

Accordingly, you acknowledge that no title or interest in any MENTOR intellectual property is being, or has been, conveyed, assigned, or transferred, to you.  You further agree to make no claim of interest in any of MENTOR’s intellectual property.

We respect your intellectual property rights and will treat them as confidential.  You agree, however, that we may be able to use your intellectual property rights in certain narrow circumstances.  Accordingly, you grant MENTOR, a limited, revocable, non-exclusive license to use your intellectual property that is stored in secured areas of the Site solely for Us helping audit, maintain, or improve our service and product offering to you.  You may revoke this license by providing us with advanced written notice and removing the affected clip(s) from the Site.  For example, for audio/visual clips you create, MENTOR’s computer engineers may view and listen to the clip to assess the video and audio quality.  Our engineers may then use the information obtained from analysis of your clips to aid in future Site improvements and updates.

Free Trial Period

If you have signed up for a free trial, We will make certain Site services available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable service(s), or (b) the start date of any purchased service subscriptions ordered by you for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this TOU by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL.