Terms and Conditions
This Services Agreement (the “Agreement”) is a legal agreement between you and MentorBuddies, LLC, a Massachusetts limited liability company (“MentorBuddies”).
By clicking on the “I AGREE” link, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you do not agree to all of the terms of this Agreement, do not click “I AGREE”, do not complete a profile for Mentorbuddies.com (the “Site”) and exit the Site.
1. Customers; Services. MentorBuddies’ customers are high school and other students with skills in academics, music, sports and/or other areas (the “Skill Areas”), as set forth on the Site from time to time. MentorBuddies provides its customers with services consisting of (i) including their profiles on the Site featuring their expertise in their Skill Areas, (ii) coordinating introductions to and communication with parents and guardians (collectively, “Student Parents”) of children (“Students”) who desire to receive individualized lessons in one or more Skill Areas (“Lessons”), and (iii) administrative services relating to the billing, payment, scheduling and collections for such Lessons (collectively, the “Services”).
2. Age and Parental Consent. You acknowledge and agree that if you are under the age of 18, the consent of your parent or guardian is required as a condition to your receipt of Services hereunder. You represent that (i) you are at least 14 years of age, and (ii) you have provided MentorBuddies with a true and accurate email address for your parent or guardian. You acknowledge that your parent or guardian will be asked to agree to a guardian consent (the “Mentor Guardian Consent”) prior to your profile being featured on the Site, and that you may not receive Services or provide Lessons if the Mentor Guardian Consent has not been agreed to by your parent or guardian. You hereby agree that you will not disaffirm this Agreement at any time, whether as a minor or as an adult.
3. MentorBuddies Rights and Obligations. MentorBuddies will use commercially reasonable efforts to provide the Services to you. You agree that MentorBuddies shall have no obligation to actually identify or introduce any prospective Students or Student Parents to you. MentorBuddies may accept or reject Students and Student Parents for any reason or for no reason. Upon your completion of the requested profile information, and the agreement by your parent or guardian to the Mentor Guardian Consent, MentorBuddies shall determine, in its sole discretion, whether you have suitable skills, background and other qualifications to include your profile on the Site. MentorBuddies reserves the right to accept or reject your profile for any reason, edit your profile, require that you update your profile from time to time, and/or remove your profile from the Site for any reason.
- Collections. MentorBuddies shall be exclusively responsible for collecting all payments on your behalf from Student Parents in respect of the Lessons provided by you (the “Lesson Fees”). You hereby appoint MentorBuddies as your payment agent for the collection of Lesson Fees.
- Brokerage Fee. In consideration of the Services performed by MentorBuddies, you agree to pay MentorBuddies a fee (the “Brokerage Fee”) equal to Twenty Percent (20%) of all Lesson Fees collected by MentorBuddies. You agree that MentorBuddies shall offset the amount of any Brokerage Fees then due to MentorBuddies from any Lesson Fees that it receives on your behalf in connection with Lessons provided by you. Brokerage Fees in respect of any Lesson Fees shall be due and payable to MentorBuddies on the day that MentorBuddies receives such payment from the applicable Student Parent.
- Payments to You. MentorBuddies shall pay you all Lesson Fees actually collected by MentorBuddies each month with respect to Lessons provided by you, less the corresponding Brokerage Fees, within thirty (30) days following expiration of such month. MentorBuddies reserves the right to pay you on a more frequent schedule, at its sole discretion. MentorBuddies shall have no obligation to pay any amount to you in respect of any uncollected Lesson Fees, or with respect to Lesson Fees returned or refunded for any reason. You agree to provide MentorBuddies with reasonable assistance, upon the request of MentorBuddies, with its collections efforts. You are responsible for all federal, state and local income and other taxes associated with or imposed upon any Lesson Fees you receive hereunder.
- Reporting of Lessons. You agree to provide confirmation to MentorBuddies through the MentorBuddies platform of each Lesson you deliver in full within 48 hours of Lesson delivery. You acknowledge that payment to you for any Lesson is subject to your confirmation of such Lesson.
5. Your Rights and Obligations.
- Your Rights. Subject to your compliance with your obligations below, you retain discretion as to whether to agree to accept or reject any Student and/or to continue providing Lessons to any Student, and you retain the right to reject or accept any Student for any reason. Notwithstanding the foregoing, you may not accept any Student whose Student Parent has failed to properly register with MentorBuddies or who has been rejected by MentorBuddies for any reason. You may edit your profile or remove your profile from the Site at any time.
- Your Obligations. You agree that you will:
- conduct yourself in a professional manner that reflects favorably at all times on the Services and the goodwill and reputation of MentorBuddies;
- provide MentorBuddies, upon its request, with any information regarding your qualifications, background, experience, contact information, or any other information reasonably requested by MentorBuddies from time to time;
- instruct Student Parents and Students to direct all payments of Lesson Fees to MentorBuddies in accordance with its policies and procedures;
- promptly inform MentorBuddies of any requests for additional instruction or other lessons made by any Student or Student Parent;
- use best efforts to provide Student Parents with at least 48 hours’ notice in the event you need to cancel any Lesson, and notify MentorBuddies immediately of any cancellation by you or a Student Parent;
- provide MentorBuddies with confirmation promptly following completion of any Lesson, and in no event more than 48 hours thereafter;
- adhere to the MentorBuddies policies and procedures and any code of conduct notified by MentorBuddies to you from time to time;
- maintain the confidentiality of your password and other account information, not transfer such information to any other party, and notify MentorBuddies immediately in the event of any unauthorized use of your account; and
- exercise due care and safety precautions in your interactions with Student Parents and Students, and in your delivery of Lessons, and if you are under the age of eighteen (18), notify your parent or guardian of any Lesson appointments.
- Negative Covenants. You agree that you will NOT, without first obtaining MentorBuddies' written consent:
- accept any payment from any Student or Student Parent in respect of Lessons or any other instruction or educational services;
- perform services in any Skill Area for any person if you first became aware, directly or indirectly, of such person’s interest in obtaining such services as a result of, or in the course of, providing Lessons to Students; and
- cause, solicit or encourage any Student Parent or Student to seek additional instruction or services in any of the Skill Areas and locations available through MentorBuddies, except through MentorBuddies.
6. Your Representations. You represent and warrant to MentorBuddies that (i) all information you provide to MentorBuddies in connection with your creation of a profile or otherwise, including any information concerning your educational background and experience in the Skill Areas, is true, complete and accurate in all respects; (ii) you will not submit any content to the Site (including without limitation photos, video or text) or engage in any communications through the Site or its platform that is in violation of third party privacy rights or is obscene, pornographic, abusive, defamatory, harassing, illegal, infringing or inappropriate in any manner; (iii) you will perform all Lessons in a professional and workmanlike manner and in accordance with all applicable state, federal and local laws, rules and regulations; (iv) you are not, and have never been, the subject of any disciplinary action by any school or employer for any reason, or been charged with or convicted of any criminal offense of any kind; (v) you will not provide transportation to any Student by car, motorcycle, moped, bicycle or any other vehicle (motorized or otherwise); and (vi) you will not disaffirm this Agreement at any time, whether as a minor or as an adult.
7. Communications. You hereby consent to receiving communications from Student Parents and from MentorBuddies via the Site’s communications platform. In addition, you consent to MentorBuddies communicating with you about the Services by SMS, text message, email and other electronic means. You agree that all communications between you and Student Parents and/or MentorBuddies via the Site’s communications platform shall be the property of MentorBuddies.
8. Licenses. You hereby grant MentorBuddies a fully-paid, non-exclusive worldwide right and license to use, display, and publish, to the maximum extent permitted by law, the public information you have provided to MentorBuddies, which may include without limitation, photos, text and videos, in connection with the creation of your profile. For avoidance of doubt, the foregoing right and license shall include the right to disclose such information to Students and Student Parents and to include such information on the Site and in marketing materials.
9. Confidentiality. All information concerning Student Parents or Students, and all information concerning MentorBuddies or its business or finances (collectively, the “Confidential Information”), furnished or disclosed to you hereunder, or acquired by you in the course of performing your obligations hereunder, shall be deemed the property of MentorBuddies. Unless such Confidential Information was previously known to you free of any obligation to keep it confidential, or has been or is subsequently made public by MentorBuddies or a third party which had the right to do so, you shall hold all Confidential Information in confidence and you shall only use Confidential Information for the purposes of performing your obligations hereunder.
10. Indemnification. You agree to indemnify, defend and hold harmless MentorBuddies and its members, employees, agents, representatives and managers from any liability, claim, allegation or demand (including reasonable attorneys' fees) arising out of, or relating to, (i) any injury to persons or damage to property, including theft, resulting from your acts or omissions, or (ii) any breach by you of this Agreement.
11. Term; Termination. The term of this Agreement (the “Term”) shall commence upon your acceptance and continue until termination of this Agreement in accordance with its terms. Either MentorBuddies or you may terminate this Agreement effective immediately upon delivery of written notice to the other party, at any time and for any reason. Upon termination of this Agreement, you shall immediately cease providing any Lessons or other educational or other instruction services to all Students. Termination of this Agreement shall not relieve either party of any payment obligation arising prior to termination or any liability for breach of this Agreement arising prior to termination. The following provisions shall survive termination of this Agreement indefinitely: 5.3 and 6 through 13; provided that Section 5.3 shall only survive the termination of this Agreement for a period of one year.
12. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, MENTORBUDDIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. MENTORBUDDIES MAKES NO WARRANTY OR REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, THE SITE OR SERVICES. MENTORBUDDIES’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MENTORBUDDIES IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
YOU ACKNOWLEDGE AND AGREE THAT MENTORBUDDIES DOES NOT PERFORM BACKGROUND CHECKS OR CRIMINAL OFFENDER REFERENCE INFORMATION (CORI) CHECKS ON, OR SCREEN OR INTERVIEW IN ANY MANNER, STUDENTS OR STUDENT PARENTS, AND IT IS YOUR SOLE RESPONSIBILITY (IN CONSULTATION WITH YOUR GUARDIAN) TO ENSURE THAT YOU ARE COMFORTABLE WITH THE LESSON LOCATION, THAT THE LESSONS ARE PROVIDED IN A SECURE AND A SAFE ENVIRONMENT, AND ALL MATTERS RELATING TO SAFETY AND SECURITY IN CONNECTION WITH THE LESSONS. MENTORBUDDIES HEREBY DISCLAIMS ANY AND ALL LIABILTY RELATED TO THE FOREGOING.
13. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MENTORBUDDIES FOR ALL CLAIMS UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ALL FEES ACTUALLY RECEIVED BY MENTORBUDDIES IN RESPECT OF LESSONS PERFORMED BY YOU. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MENTORBUDDIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. Relationship. MentorBuddies and you are each independent contractors of one another and this Agreement does not create an employer-employee relationship. Neither MentorBuddies nor you has any obligation to work any particular number of hours or days. While you agree to adhere to the policies and procedures supplied by MentorBuddies, MentorBuddies acknowledges that it will have no right to control or direct the details, manner or means by which you perform the Lessons.
15. General. This Agreement shall inure to the benefit of the parties’ respective successors and assigns. This Agreement may not be assigned or transferred by you to any other party, nor may any work be subcontracted, without the prior written consent of MentorBuddies. MentorBuddies may assign this Agreement in its sole discretion. The failure of either party hereto to enforce any right under this Agreement shall not be construed to be a waiver of that right, or of damages caused thereby, or of any other rights under this Agreement. Except for the Mentor Guardian Consents, this Agreement encompasses the entire agreement of the parties with respect to its subject matter and there are no other agreements or understandings, either written or oral, with respect thereto. A copy of this Agreement shall be posted on the MentorBuddies Site. This Agreement may be amended or updated by MentorBuddies from time to time upon MentorBuddies’ posting a new version of the Agreement on the Site. It is your obligation to monitor the Site from time to time. Any such amendment shall be binding upon you unless you notify MentorBuddies within thirty (30) days following the posting of such updated Agreement that you reject such amendment or update, in which case this Agreement shall terminate and you shall immediately cease to provide Lessons. MentorBuddies may in its sole discretion provide you with notice of significant amendments or updates by email. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to its choice of law principles. With respect to any suit, action or other proceeding arising out of this Agreement, or any other transaction contemplated thereby, the parties agree to exclusive personal jurisdiction and venue of the federal and state courts located in the Commonwealth of Massachusetts. All notices shall be in writing by personal delivery, certified mail, return receipt requested, or by commercial overnight courier for next business day delivery, or by email delivery to the email addresses previously provided by the parties. If you have any questions regarding this Agreement or the Services, please contact info@MentorBuddies.com.
Dated September 15, 2018