Service agreement

The following Service Agreement will govern the access and use of the MENTOR FOR
BUSINESS Platform (TEAM and ENTERPRISE memberships)

    The last amendment to the terms and conditions contained herein was made on June 5,
    2020, and will be effective immediately for all Users as of that date.
    For purposes of understanding this service agreement, the following definitions are
    established, which may vary in meaning as indicated by current and applicable law:
    ● Affiliate: Any entity that directly or indirectly controls, is controlled by, or is under
    common control with the entity in question.
    ● Customer: Person who registers on the Mentor platform, selects and makes the purchase
    of any of the plans offered in order to use the services.
    ● Courses: Online courses provided by MENTOR as part of the Services.
    ● Resources: Any material used to manage knowledge on the platform, such as courses,
    lessons, any multimedia material, video, audio, photographs, articles, audio book, etc.
    ● Fees: The amounts payable by the Client to MENTOR for access to the Services.
    ● Order form: order document that specifies: (1) the Fees payable by the Client to MENTOR
    for the provision of the Services, (2) the duration of the Services that MENTOR will provide
    to the Client, (3) the number of Users authorized to access the Services, and (4) other billing
    and payment information regarding the provision of the Services by MENTOR to the Client.
    ● Personal Data: Any personal information that Client submits to the Services.
    ● Services: MENTOR FOR BUSINESS as a learning experience platform.
    ● Users: Employees and contractors that the Client authorizes access to the platform.
    The Customer may not, nor will it allow its users:
    a) Copy, distribute, create derivative works, pirate or modify the Services or any of the
    resources of the platform.

b) Enter into the platform any inappropriate, infringing, offensive, racist, hateful, sexist,
pornographic, defamatory or libelous content.
c) Use the services, offered on the platform, to make comparative evaluations or for other
similar competitive purposes, or to create a competitive product for the services of the
MENTOR platform.
d) Share login access to the platform services among multiple people, transfer a User license
(except in connection with a change of job assignment or termination of employment).
e) Enter any code, file or computer program that may damage the services.
f) Use the services in any way that is illegal or infringes the rights of others.
g) Allow any minor to use the services (If you are under 18, your parent or legal guardian
may accept them on your behalf)

    If MENTOR determines that the Client or any of its Users has violated the restrictions set
    forth in Section 3 “RESTRICTIONS”, MENTOR reserves the right to terminate or suspend
    access to the Services for the Client or Users in question.
  2. RATES
    The customer will pay the fee set out in one or more order forms. All fees are paid in US
    dollars (USD). In the event that the Client is late in making payments, MENTOR reserves the
    right to deactivate all services provided through the platform.
  3. TAXES
    Customer agrees to pay the amounts of taxes, including applicable sales, use, excise or
    other taxes or levies (including interest and penalties). Customer agrees to pay all amounts
    payable under this Agreement, all deductions or withholdings or counterclaim or set-off
    rights. If a deduction or withholding is required, Client agrees to pay an additional amount
    to ensure that the net amount received and withheld by MENTOR is equal to the total
    amount MENTOR would have received if the deduction or withholding had not been
    required. Client will reimburse MENTOR and exempt MENTOR from any taxes or levies that
    MENTOR is required to collect or remit to the appropriate tax authorities. This provision
    does not apply to taxes on the income and employment of MENTOR or any taxes for which
    Client is exempt provided that Client
    has provided MENTOR with a valid tax exemption certificate. To the extent that a tax
    authority changes its position or tax policy and requires MENTOR to collect a Tax or levy
    from Client, MENTOR will add this Tax or levy to Client’s invoice.

● Scope of Confidentiality: Each party agrees that all codes, inventions, know-how or
commercial, technical and financial information disclosed between the parties constitutes
confidential information. Personal data is considered confidential information. The parties
may disclose Confidential Information if required by law, provided that the other party is
notified in writing prior to disclosure.
● Non-Use and Non-Disclosure. The parties agree not to disclose any Confidential
Information to any third party and not to use the Confidential Information for any purpose
that is not necessary to exercise their rights or fulfil their obligations.
● Processing of Personal Data: Notwithstanding the provisions of this section, Client agrees
that MENTOR may process Personal Data as necessary to: (1) the storage and other
processes necessary to provide, maintain and update the Services, and (2) the provision of
technical support in connection with the Services.

    ● Duration of Term: This Agreement shall commence on the Effective Date, and shall
    continue until all Order Forms hereunder expire or have been completed. The duration of
    the Services will be specified on each applicable Order Form. Unless otherwise specified on
    an applicable Order Form, and with the exception of Customers who have disabled
    automatic renewal within the Services, Order Forms will automatically renew for additional
    one-year terms unless notice of their interest in not continuing to use the platform services
    is given in writing at least 30 days prior to the end of the current period.
    ● Termination for Material Breach: Either party may terminate this Agreement and any
    applicable Order Forms in the event of a material breach of this Agreement by providing 30
    days’ written notice, unless such breach is cured during such 30-day notice period. In the
    event that Client elects to cancel this Agreement or any Order Form due to a material
    breach by MENTOR, Client will be entitled to receive a proportionate refund for Services not
    provided after the date of termination.
    Neither party shall be liable with respect to any matter subject to this agreement or related
    terms and conditions under any theory of contract, negligence, strict liability or other theory
    for: (1) any indirect, incidental, punitive or consequential damages.
    ● MENTOR’s indemnification obligations:
    MENTOR agrees to defend Client for all third party claims arising, in connection with Client’s
    use of the Services as permitted in this Agreement, relating to the infringement of the
    intellectual property rights of a third party (“Claim Against Client”) and to indemnify Client
    for any damages, reasonable attorney fees and costs incurred by Client as a result of this

claim specifically. In the event that the Services are subject to a third party intellectual
property claim, or MENTOR believes that the Services will be subject to such a claim, then
MENTOR may elect to (1) modify the Services, (2) obtain a license for continued use of the
Services by the Client, or (3) terminate this Agreement or any applicable Order Form, and
provide the Client with a proportionate refund for Services not provided after the date of
termination. This section sets forth MENTOR’s exclusive liability to Client with respect to a
claim that any portion of the Services infringes the intellectual property rights of a third
● Customer’s indemnification obligations:
Client agrees to defend MENTOR for all third party claims arising from Client’s violations of
Sections 3 of this Agreement, and to indemnify MENTOR for any damages, reasonable
attorney fees and costs incurred by MENTOR as a result of a claim against MENTOR.
● Requirements for indemnification:
In order for the indemnification obligations below to apply, the party seeking
indemnification must (1) promptly file a claim for indemnification, (2) permit the
indemnifying party to have exclusive control of the defence or settlement of the underlying
claim, and (3) reasonably assist with any defence or settlement of the underlying claim at
the request and expense of the indemnifying party.

    Neither party has received or offered any bribe, payment or gift from an employee or agent
    of the other party in connection with this Agreement. Gifts Upon learning of any violation of
    this restriction, Customer agrees to immediately notify MENTOR by sending an email to
    The Client grants MENTOR the right to use the name and logo of the Client’s company as a
    reference for marketing or promotional purposes on the MENTOR platform and other
    promotional materials.
    The MENTOR platform and its operation is a company established in the Republic of
    Colombia. Any difference or claim derived from its use, will be settled in accordance with
    the legislation and courts of that territory. In this case, the client accepts that all claims and
    disputes that will arise will be decided exclusively by a court of competent jurisdiction
    located in Bogotá – Colombia. The application of the United Nations Convention on
    Contracts for the International Sale of Goods is expressly excluded.

In the event of any dispute between the parties with respect to the terms of this
Agreement, the prevailing party in such dispute shall be entitled to recover from the other
party all costs incurred in such dispute, including reasonable attorneys’ fees.

    This Agreement constitutes the entire agreement between the parties relating to the
    subject matter hereof, and any and all previously existing written or oral agreements
    between the parties are expressly cancelled. This Agreement and all mutually executed
    Order Forms shall apply in lieu of the terms or conditions in any purchase order or other
    documentation provided by Customer, and all such terms and conditions are null and void
    and superseded by this Agreement and any mutually executed Order Forms. This
    Agreement, or any part of it, may be modified by MENTOR at any time, including the
    addition or deletion of terms at any time, and such modifications, additions or deletions will
    be effective immediately upon posting.