Last updated Jan 16, 2024
1. Introduction
(a) Career Technologies Pty Ltd, operating as and hereinafter referred to as "MentorPlace," serves as a software as a service solution and marketplace provider, facilitating mentoring and coaching opportunities for organizations and individuals. These services and resources are accessible through our Website, the MentorPlace platform, and partners like you. The terms and conditions outlined herein ("Partner Terms") regulate the referral and distribution of MentorPlace's platform and marketplace by you.
(b) These Partner Terms, along with the applicable Partner Cover Agreement(s) and all other policies and documents referenced in these Partner Terms, collectively constitute a formal agreement between you and MentorPlace, referred to as the "Partner Agreement" or simply, the "Agreement."
(c) In the context of this Partner Agreement, the terms "we," "us," or "our" signify MentorPlace, while "you" or "your" pertains to you, the Partner.
(d) In cases of any inconsistency between the Partner Cover Agreement and the Partner Terms, the order of governance shall be (i) the Partner Cover Agreement, followed by (ii) the Partner Terms.
2. Proprietary Rights and License Grants
2.1. Intellectual Property Rights
(a) With the exception of the provisions explicitly outlined in this Partner Agreement, MentorPlace (along with its licensors, where applicable) shall have sole ownership and retention of all intellectual property rights associated with the MentorPlace Services and MentorPlace Marks. This also includes any suggestions, ideas, enhancement requests, feedback, recommendations, or other information supplied by the Partner or any third party concerning the MentorPlace Services, which are hereby assigned to MentorPlace.
Unless explicitly stated otherwise in this Agreement, the content, including User Related Data, remains the exclusive property of the individual or entity providing it (or their relevant affiliated and/or third-party providers and suppliers) and is safeguarded, without limitation, in accordance with applicable copyright and intellectual property laws.
(b)
MentorPlace retains the unilateral right to modify its services at its sole discretion, undertaking such alterations for purposes deemed appropriate. In the event of any modifications, MentorPlace is committed to using commercially reasonable efforts to provide Partner with advance written notice, ensuring transparency and facilitating informed adaptation to the evolving nature of the MentorPlace Services.
2.2. License Grant
(a) In accordance with the stipulations outlined in this Partner Agreement and the constraints specified within the Cover Agreement, MentorPlace hereby confers upon Partner, for the entire duration of the Term, the following:
(i) a limited, non-exclusive, non-sublicensable, non-transferable right and license to promote, market, demonstrate, distribute;
(ii) and in instances where Partner, as explicitly stated in the Cover Agreement, enters into an agreement with the End User Client, Partner is authorized to resell or co-sell licenses for the MentorPlace Services to End User Clients situated within the designated Territory;
(iii) a limited, non-exclusivenon-transferable, revocable license is hereby granted to Partner for a limited scope, allowing the use of MentorPlace Marks solely in conjunction with the marketing, advertising, and promotion of the MentorPlace Services. This authorization is subject to the terms delineated in this Partner Agreement and all reasonable instructions issued by MentorPlace regarding the utilization of MentorPlace Marks, as may be provided from time to time; and
(iv) if applicable, a non-exclusive, non-transferable, revocable right to use the data provided by MentorPlace for its and End User Clients’ internal analysis purposes only.
(b) MentorPlace agrees to provide to Partner a reasonable quantity of promotional, marketing, and training materials, which may not be substantively altered without MentorPlace’s written consent, to assist in the promotion and sale of the MentorPlace Services.
2.3. License Conditions
As a prerequisite for the licenses extended herein, Partner acknowledges and agrees not to employ or disseminate the MentorPlace Services: (i) in contravention of pertinent laws and regulations, encompassing those governing the collection, retention, transfer, distribution, and utilization of data; or (ii) in any manner that poses a substantial risk to the security or operational integrity of MentorPlace, its customers, or the seamless functionality of other MentorPlace customers. MentorPlace reserves all other rights not expressly granted in this Partner Agreement.
2.4. Partner Responsibilities
(a) In cases where Partner, in accordance with the explicit permissions granted in this Agreement, engages directly with the End User Client, Partner shall exclusively offer the MentorPlace Services subsequent to the execution of a written agreement between Partner and the End User Client. This agreement, herein referred to as the "Distributor Customer Contract," shall govern the provision of MentorPlace Services to the End User Client.
(b) The Distributor Customer Contract must contain:
(i) all terms necessary to enable the Partner to comply with its obligations under this Agreement;
(ii) automatic renewal provisions; and
(iii) the Minimum Customer Pass Through Terms.
(c) Partner will maintain records of all Distributor Customer Contracts and, upon request, provide MentorPlace with copies of executed Distributor Customer Contracts.
(d) Upon reasonable request by MentorPlace, Partner will assign its rights under any Distributor Customer Contract to MentorPlace to allow MentorPlace to enforce its rights.
(e) Partner is not permitted to use any MentorPlace Services provided under this Partner Agreement for its own benefit. Partner is permitted to use the MentorPlace Services for the limited purpose of providing demos to prospective clients.
(f) Partner will comply with any guidelines for the MentorPlace Marks and branding and MentorPlace’s Code of Conduct or any equivalent conduct guidelines.
(g) Partner commits to delivering primary support to End User Clients, including identifying the root cause and triaging any issues that may arise. In the event that the issue is determined to be associated with technical aspects of MentorPlace technology, Partner shall initiate the resolution process by raising a ticket with the MentorPlace support function for remedial action.
(h) If Partner utilizes MentorPlace’s Application Programming Interface (API) then Partner will keep the integration up to date and compliant with our API documentation provided.
(i) If Partner builds an integration, Partner will adhere to the guidelines for integrating and maintaining MentorPlace product into Partner software, which will be provided. Partner further commits to ongoing improvements and maintenance of integrations to maintain quality customer experience.
(j) Upon request of MentorPlace, Partner agrees to activate the integration for customers of MentorPlace’s products and services, including End User Clients.
(l) The Partner shall conduct such due diligence in relation to all End User Clients as would be expected of a responsible business and, as a minimum, as is required to comply with Applicable Law.
3. Confidentiality
(a) The party receiving Confidential Information undertakes to handle such information with due care, disclosing it only on a need-to-know basis or as explicitly authorized under this Agreement. The receiving party shall restrict the use of Confidential Information to fulfilling its obligations or as expressly permitted in this Agreement. Notwithstanding, the receiving party may disclose Confidential Information:
(i) if approved by the other party in writing;
(ii) required by law or regulation;
(iii) in the event of dispute between the parties, as necessary to establish the rights of either party; or
(iv) as necessary to provide the MentorPlace Services licensed by you (where applicable).
(v) In instances falling under (ii) and (iii), the disclosing party shall furnish reasonable advance notice to the other party, allowing for the provision of reasonable assistance to mitigate the extent of the disclosure, unless such notification is restricted by law or regulation.
(b) This Agreement shall not impede the receiving party from disclosing Confidential Information to professional advisers engaged for the purpose of rendering legal, taxation, or accounting advice, to the extent such disclosure is necessary. However, any such disclosure must be subject to terms no less favorable than those stipulated in this Agreement.
4. Reporting and Payment
4.1. Where Partner is executing Distributor Customer Contracts:
(a) Partner commits to delivering a redacted cover page of the Distributor Customer Contract that outlines the purchase for MentorPlace product(s) within two (2) calendar days of execution. This information is to be sent to the MentorPlace sales representative assigned to the opportunity.
(b) Partner agrees to furnish a monthly performance report, following the format provided by MentorPlace, to MentorPlace within seven (7) calendar days after the conclusion of the preceding month (referred to as the "Monthly Performance Report"). This report, sent to [email protected], is to include details of End User Clients, encompassing End User Client name, signatory name, signatory email, main contact name, main contact email, MentorPlace product(s), total contract value, annual contract value, currency, billing frequency, contract effective date, contract length (in months), and the revenue share owed by MentorPlace as stipulated in the applicable Cover Agreement.
(c) MentorPlace is obligated to furnish a consolidated invoice to the Partner within fifteen (15) calendar days upon receiving the Monthly Performance Report. The invoice will distinctly delineate the gross amount owed by the Partner to MentorPlace and the revenue share owed by MentorPlace to the Partner. The presentation will be in the currency agreed upon in the contract, and any currency conversion fees, if applicable, shall be the responsibility of the Partner. In cases where necessary, the month-end rate published by OANDA will serve as the reference rate for currency conversions. The payment terms stipulate that fees are due Net 15 (fifteen) days from the date of the MentorPlace invoice. Partner acknowledges that payment obligations are non-cancellable, and the fees paid are non-refundable.
(d) Prices specified herein do not encompass applicable taxes. Partner assumes responsibility for all pertinent local taxes, currency conversion fees, and any levies and assessments associated with the distribution and licensing of the MentorPlace Services.
(e) Without prejudice to any other available remedy, MentorPlace retains the right to limit or suspend access to the MentorPlace Services for Partner or End User Client after issuing a 30 days' written notice, in the event that requisite reporting or payment is not provisioned by the due date.
4.2. Where MentorPlace is executing agreements with End User Clients:
(a) MentorPlace is committed to providing you with a report detailing the entitled Revenue Share or Referral Fee, as applicable, within fifteen (15) days following the conclusion of each calendar quarter.
(b) The applicable Revenue Share or Referral Fee is scheduled for payment within thirty (30) days from the date MentorPlace receives a valid invoice from you, adhering to the specified format determined by MentorPlace.
(c) MentorPlace will promptly settle undisputed amounts outlined in any accurately submitted invoice received from you. However, MentorPlace reserves the right to withhold all or part of the Revenue Share or Referral Fee, as applicable, if, in good faith, MentorPlace believes you have failed to comply with the terms stipulated in this Agreement. Transaction processing fees, excluding foreign currency conversion, will be absorbed by MentorPlace.
5. Term and Termination
5.1. Term
(a) This Agreement takes effect on the Effective Date and persists for the Initial Term and any subsequent Renewal Term, unless terminated earlier as per the provisions of clause 5.1(b).
(b) Either party holds the right to terminate this Agreement by providing a minimum of thirty (30) days' notice before the conclusion of the Initial Term or the ongoing Renewal Term. In such a scenario, this Agreement will cease to be effective upon the expiration of the Initial Term or the then-current Renewal Term.
5.2. Termination
(a) In the event of a substantial breach of this Partner Agreement, the non-breaching party is entitled to issue written notice detailing the nature and grounds of the breach to the breaching party. Should the breach remain unremedied within thirty (30) days from the notice date, the non-breaching party reserves the right to promptly terminate this Agreement, either in its entirety or in part.
(b) Immediate termination of this Partner Agreement is permissible by either party through written notice if the other party files for bankruptcy or is deemed insolvent under any Applicable Law, or as mandated by Applicable law, or for violation of clause 2.4 (Partner Responsibilities).
(c) Following termination or expiration of this Agreement, a Re-sell Partner and/or Co-sell Partner retains the option to continue providing MentorPlace Services to its End User Clients under orders existing prior to the effective date of the expiry or termination, for the remaining duration outlined in an existing Distributor Customer Contract ("Sunset period"). However, the Partner must adhere to the following conditions:
(i) Fulfill all financial obligations by paying applicable fees to MentorPlace;
(ii) Abide by all terms and conditions outlined in this Agreement without material breach; and
(iii) Remain bound by the terms and conditions of this Agreement throughout the Sunset period.
(d) During the Sunset period, the parties agree to co-operate to ensure an orderly Sunset of the relationship as set out in this Agreement with the minimum disruption to service users and Partner will maintain applicable integrations.
(e) Upon termination or expiry of this Agreement, subject to clause 5.2(f):
(i) All licenses granted by MentorPlace terminate;
(ii) The Partner must, at MentorPlace's election, either destroy or return MentorPlace's Confidential Information, whether in its possession or in the End User Client's possession;
(iii) Upon MentorPlace's request, the Partner must either return MentorPlace materials to MentorPlace or destroy such materials, providing a certificate of destruction;
(iv) The Partner must cease identifying as a reseller, co-seller, or referral partner of the MentorPlace Services and remove references to MentorPlace from its websites and materials;
(v) Any rights granted to an End User Client by the Partner in relation to the MentorPlace Services will cease.
(f) Upon termination or expiration, the parties will collaborate for a smooth transition, and the Partner will provide MentorPlace with:
(i) Lists of names and locations of all End User Clients;
(ii) All pending transactions;
(iii) All pending professional services or training projects; and
(iv) All amounts due to MentorPlace.
(g) If MentorPlace reasonably believes there has been a material breach of this Agreement by the Partner or a material breach of the minimum terms by the End User Client:
(i) MentorPlace may suspend provision of the MentorPlace Services related to this Agreement;
(ii) The Partner shall suspend provision of the MentorPlace Services to the relevant End User Client in case of a breach of the Distributor Customer Contract;
(iii) The Partner shall fully cooperate with MentorPlace's investigations;
(iv) MentorPlace and the Partner shall use reasonable endeavors to resolve the investigations and resume provision of the MentorPlace Services.
6. Data Privacy
(a) All data concerning Licensed Users provided by Partner to MentorPlace, including but not limited to, Personal Data as defined in the Data Processing Agreement ("User Related Data"), may be processed by MentorPlace. MentorPlace reserves the right to furnish Partner with aggregated reports derived from this User Related Data.
(b) The parties commit to adhering to all Applicable Data Protection Laws, with roles, responsibilities, and obligations clarified in the applicable Data Processing Agreement, which is hereby incorporated by reference into this Agreement.
(c) The Partner is obligated to conspicuously display a privacy policy that outlines its privacy practices. This policy must disclose the collection, use, and sharing of information gathered in connection with the Services. Additionally, the privacy policy should explicitly authorize MentorPlace to provide the Services, including to the End User Client.
7. Representations and Warranties
MentorPlace and Partner each independently represent and warrant that:
(a) They possess the complete corporate right, power, and authority to enter into this Agreement and fulfill their respective obligations herein.
(b) The execution of this Agreement and the performance of their duties and obligations do not and will not contravene any law, rule, regulation, or agreement to which they are a party or by which they are otherwise bound.
8. Partner Warranties
The Partner agrees to:
(a) Act diligently and in good faith in all interactions with End User Clients and potential End User Clients.
(b) Refrain from undertaking any actions that may harm MentorPlace's reputation.
(c) Abstain from modifying the MentorPlace Services, except as expressly allowed by MentorPlace for incorporation into the Partner's products, as applicable.
(d) Refrain from making any representations about the MentorPlace Services without the prior written consent of MentorPlace.
(e) Avoid knowingly causing any other MentorPlace Partner to be in breach of their agreement with MentorPlace.
9. Disclaimers
(a) The MentorPlace Services and any other offerings provided by MentorPlace in connection with this Agreement are provided on an "as-is" and "as available" basis, without any warranty.
(b) MentorPlace explicitly disclaims (on its behalf and on behalf of its licensors) all representations and warranties, whether oral or written, express or implied, including but not limited to implied warranties of title, non-infringement, quiet enjoyment, accuracy, integration, merchantability, or fitness for any specific purpose.
(c) MentorPlace also disclaims, and Partner must convey to its End User Clients, any representations regarding the quality, capabilities, legality, or reliability of the guidance experts provided in the MentorPlace marketplace.
(d) The sole and exclusive remedies for End User Clients and Licensed Users shall be against the Partner. MentorPlace holds no liability to End User Clients or Licensed Users except as outlined in the Distributor Customer Terms.
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10. Limitation of Liability and Indemnity
10.1. Limitation of liability
(a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. BOTH PARTYS’ AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE PARTNER TERMS IS LIMITED TO THE AMOUNT EQUAL TO THE AGGREGATE OF FEES PAYABLE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
(b) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL MENTORPLACE OR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY AFFILIATE RESULTING FROM: (1) END USER CLIENTS’ ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (2) ANY CONDUCT OR CONTENT OF ANY PARTY OTHER THAN MENTORPLACE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT; (3) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF INFORMATION; OR (4) YOUR FAILURE TO COMPLY WITH THIS AGREEMENT.
(c) CLAUSE 10.1(a) DOES NOT APPLY TO ANY BREACH OF CLAUSE 3 (CONFIDENTIALITY), LIABILITY FOR BREACH OF CLAUSE 2.4 (PARTNER RESPONSIBLITY), LIABILITY FOR BREACH OF CLAUSE 8 (PARTNER WARRANTIES), OR FAILURE OF PARTNER TO PAY ANY AMOUNTS DUE UNDER THIS AGREEMENT.
(d) NOTHING IN THESE PARTNER TERMS LIMITS OR EXCLUDES THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE, OR THE GROSS NEGLIGENCE OF A PARTY’S EMPLOYEES, AGENTS, OR CONTRACTORS (AS APPLICABLE), FRAUD OR FRAUDULENT MISREPRESENTATION.
11. Indemnity
11.1. Partner Indemnity
(a) Subject to clause 11.3, You undertake to defend, at your own expense, any third-party claim against MentorPlace and Affiliates, to the extent that the claim arises from:
(i) Your resell or co-sell, as applicable, of the MentorPlace Services or MentorPlace products in violation of this Agreement;
(ii) Your unauthorized representation, warranty, or other commitment made to a third party;
(iii) Your End User Clients’ use or attempted use of the MentorPlace Services or MentorPlace products in violation of the Distributor Customer Contract;
(iv) User Related Data, including, but not limited to, any claim of infringement or misappropriation of intellectual property rights or other proprietary rights;
(v) Your End User Clients’ breach of any Applicable Law or Applicable Data Protection Laws.
11.2. MentorPlace’s Indemnity
(a) Subject to clause 11.3, during the Term, we undertake to defend, at our expense, any third-party claim against you to the extent that the claim:
(i) Alleges that your resell, as applicable, of the MentorPlace Services directly infringes the third party’s patent, copyright, or trademark, or that we have misappropriated the third party’s trade secret (“Infringement Claim”);
(ii) Alleges our breach of Applicable Law or Applicable Data Protection Law.
(b) In the defense or settlement of any Infringement Claim, MentorPlace may, at its sole option and expense:
(i) Procure a license for you to continue using the licenses granted under the terms of this Agreement;
(ii) Replace or modify the alleged infringement to avoid the infringement; or
(iii) Terminate your license to the potentially infringing IP and refund any prepaid unused fees as of the date of termination, if (i) or (ii) are not reasonable or commercially feasible.
(c) MentorPlace shall have no obligation under clause 11.2 to the extent an infringement allegation is based upon:
(i) Resell, co-sell, or use of the MentorPlace Services in violation of this Agreement;
(ii) Modifications to the MentorPlace Services, or MentorPlace’s modification when directed by you, or any third party acting on your behalf;
(iii) Your failure to update or upgrade, including corrections and enhancements, delivered to you by MentorPlace, if such upgrade or correction would have prevented the infringement;
(iv) Third-party products, services, hardware, software, open source, or other materials, or combination of these with the MentorPlace Services, if the MentorPlace Services would not be infringing without the combination.
11.3. Conditions
(a) The indemnified party must, upon becoming aware of or receiving notice of a third-party claim as referenced in clauses 11.1 or 11.2:
(i) Immediately notify the other party and provide all available information to the indemnifying party;
(ii) Allow the other party to manage the defense or settlement of the claim;
(iii) Take all reasonable steps to mitigate loss or damage related to the claim;
(iv) Refrain from making any statement or admission in relation to the claim without the other party’s written consent.
(b) The indemnifying party, as applicable, shall bear no liability for any claim under clause 11.1 or 11.2 that arises from any failure of the indemnified party to:
(i) Promptly notify the indemnifying party in writing of the claim upon learning of it or receiving notice of it, to the extent that the indemnifying party is prejudiced by this failure;
(ii) Provide the indemnifying party with reasonable assistance requested for the defense or settlement (as applicable) of the claim.
11.4. Sole and Exclusive Remedy
The remedies provided in this Clause 11 (Indemnities) are supplementary to any termination or suspension remedies explicitly outlined in this Agreement. These remedies constitute the indemnified party’s exclusive and sole recourse, and the indemnifying party's singular liability concerning the subject matter that gives rise to any claim, including claims related to confidentiality obligations involving User Related Data.
12. Reseller Records and Audit
(a) Maintenance of Business Records
Where the Partner engages directly with the End User Client, as expressly permitted under this Agreement, the Partner is obligated to maintain accurate records pertaining to its distribution of MentorPlace products and licenses sold for the MentorPlace Services. These records are essential for determining the payment of applicable fees in accordance with this Agreement and for assessing Partner's overall compliance with its obligations under this Agreement ("Business Records").
(b) Inspection and Audit
MentorPlace retains the right to inspect and audit all Business Records to ensure adherence to the terms of this Agreement. The Partner is required to make the Business Records available at their designated location for audit, upon receiving fifteen (15) days' advance written notice from MentorPlace. Such audits may occur no more than twice each year during the Term of this Agreement.
(c) Audit Process
Any audit conducted by MentorPlace will be at its cost and may be carried out either remotely or, if on-site, during the Partner's normal business hours and in a manner that does not disrupt the Partner's regular business activities.
(d) Dispute Resolution
In the event of a dispute arising from the audit findings, the contested results will be submitted for review by a Certified Practising Accountant or another third party agreed upon by the parties. The party challenging the audit findings will bear the cost of the review.
(e) Consequences of Breach
If any audit reveals a breach of this Agreement by the Partner, in addition to any other rights and remedies available to MentorPlace due to such breach, the Partner must promptly settle to MentorPlace all amounts indicated to be due by the audit. Moreover, the Partner shall pay interest on such amounts, in accordance with clause 12(c), and cover the full cost of the audit and copying.
13. Miscellaneous
13.1. Survival
All sections of this Partner Agreement that, by their nature, should survive termination will indeed endure, encompassing, but not limited to, Partner responsibilities and restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, Partner representations and warranties, warranty disclaimers, and limitations of liability. Clause 2.4(k) remains fully effective for a duration of twelve months following the expiration or termination of this Partner Agreement.
13.2. Severability
If any provision of this Agreement is deemed unenforceable or invalid, that specific provision will be restricted or nullified to the minimum extent essential, allowing this Partner Agreement to otherwise remain fully effective, in force, and enforceable.
13.3. Assignment
The Agreement is not assignable, transferable, or able to be sub-licenced by you except with our prior written consent, which shall not be unreasonably withheld.
13.4. Entire agreement
Both parties acknowledge and agree that this Agreement constitutes the comprehensive and exclusive statement of their mutual understanding, and it supersedes and nullifies all prior written and oral agreements, communications, and other understandings pertaining to the subject matter of this Agreement.
13.5. Waiver
All waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein.
13.6. Relationship of the parties
This Agreement does not establish any agency, partnership, joint venture, or employment relationship between the parties. The Partner does not possess any authority to bind MentorPlace in any capacity.
13.7. Export Control
The Services may be subject to export and/or re-export control laws and regulations of the European Union (“EU”), the United States of America (“US”), or similar laws applicable in other jurisdictions. You warrant that: (a) You are not located in any country to which the EU and/or the US have embargoed goods or have otherwise applied any economic sanctions; and (b) You are not (i) a denied party as specified in any applicable export and/or re-export laws and regulations of the EU, the US, or similar laws applicable in other jurisdictions; or (ii) otherwise listed on any EU and/or US government list of prohibited or restricted parties. You shall not, and shall not allow any Licensed User to export or re-export, directly or indirectly, any Services or technical data or any copy, portions, or direct product thereof in violation of any applicable laws and regulations or this Agreement.
13.8. Force Majeure
Neither party is liable for failure to perform its obligations under this Agreement (except for any payment obligations, to the extent the performance is delayed, prevented, restricted or interfered with as a result of any events, circumstances, or causes beyond reasonable control including without limitation fire, flood, acts of God, interruption or failure of utility or telecommunications service or infrastructure or service providers, denial of service attacks or other malicious conduct, government actions, acts of terrorism, labor disputes or other similar events.
13.9. Feedback & Marketplace
During this Agreement, we may solicit you or End User Clients for;
(a) Feedback regarding the Services or MentorPlace Content, including without limitation comments or suggestions regarding the possible creation, modification correction, improvement or enhancement of the Services, software, or content (collectively “Feedback”). You agree that any information disclosed by us during the discussion related to Feedback shall be considered our Confidential Information. Feedback incorporated into any Services, MentorPlace Content, and MentorPlace materials are hereby irrevocably assigned to MentorPlace, where applicable, as well as any of the modifications, or extensions of the above, whenever or wherever developed.
(b) End-User mentors, coaches or other guides represented via MentorPlace Services, for the purposes of inviting them to join the Marketplace. These individuals may opt in to join the Marketplace at their own discretion.
13.10. Use of Logos; Publicity
You provide consent for MentorPlace to issue media releases, public announcements, and public disclosures concerning your re-sell or co-sell of the Services, which may include the use of your name, trademarks, service marks, or logos in promotional or marketing material. MentorPlace will take measures to ensure that publicity materials referencing you remain current and accurate. You retain the right to deliver written notice to MentorPlace to update or remove any such publicity, and MentorPlace will promptly adhere to such notice.
13.11. Notices
Any notice given under this Agreement must be in writing, in English, by email to the following addresses (or addresses notified in writing by either Party): (A) to MentorPlace at [email protected] and (B) to you at your email address stated on the Cover Agreement, or at Partner’s registered address.
13.12. Governing law
This Agreement is governed by the laws of the Applicable Jurisdiction and the parties irrevocably submit to the exclusive jurisdiction of the courts of the Applicable Jurisdiction.
13.13. Disputes
(a) Dispute Resolution Process
The parties will initially seek to resolve any dispute arising under this agreement by referring the matter to a senior representative of each party, possessing the authority to settle the dispute. These representatives will engage in good-faith negotiations with the aim of reaching a resolution. Should these designated representatives fail to agree on a resolution within fourteen (14) days of the initial notice of dispute, either party may initiate legal action in a court of competent jurisdiction. The parties hereby irrevocably submit and agree to the exclusive jurisdiction and venue of the courts in the Applicable Jurisdiction, as determined by the governing law of the Applicable Jurisdiction. This governing law shall apply to any dispute or claim arising out of or related to this agreement.
(b) Exception for Certain Actions
Notwithstanding the foregoing, this section will not impede either party from pursuing legal action to seek preliminary or injunctive relief concerning any alleged breach of a party’s obligations under this Agreement related to intellectual property rights, breach of clause 2, or Confidential Information.
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