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Terms of Service for Internal Mentors

TERMS AND CONDITIONS – HUMAN LANGUAGE

Most of the key terms are here, but this is our contract, so please make sure you read everything.

  • Our Services vs. Your services – Services you provide to your company’s employees and service providers are based on the agreement between you and your company, we are not a party to it. We only provide you with access to the platform and limited right to use the platform and receive our materials, support, and guideline services. 
  • Data protection – You will protect your company’s data based on your own company’s policies, if you provide us with data, you will also be obligated by our policies.
  • Termination – You can stop using the Platform at any time.
  • Confidentiality – You are obligated by your own company’s confidentiality policy. If you receive confidential information from us, you are also obligated by additional confidentiality obligations to Growthspace. You should only share your company or other individuals’ confidential information with us if that is required for us to provide you with our services or for you to provide services to your company’s employees and service providers through Growthspace’s platform. 
  • Special recommendations for one-on-one sessions
    • We recommend providing five one-hour time slots for each Participant with whom you are matched in each week of the program.
    • We will provide you with our programs and processes, which will be sent to you before you start the program. We recommend using it as a guideline.

TERMS AND CONDITIONS – LEGAL LANGUAGE

Growth Space Ltd. (or one of its subsidiaries, if applicable) (“Growthspace“) is pleased to offer you the opportunity to use our services in accordance with the terms and conditions hereof. Please read these Terms and Conditions (“Terms“) carefully. By clicking the button marked “I agree”, you signify your assent to these Terms. “You” means any Internal Mentor (as defined below) approved by Customer and Growthspace and accepting these Terms. 

Background: The company by which you are employed (“Company” or “Customer”) has engaged Growthspace in order to facilitate matching between qualified mentors and certain employees and services providers of the Company (“Participants”) and provide other services through Growthspace’s platform (“Platform“), in order to allow such Participants to receive coaching and mentoring services. You have been designated by your Customer as an internal mentor  (“Internal Mentor”) who will provide such mentoring services to Customer’s Participants, using the Growthspace’s Platform.

1. Provision of Services

  • Your Service. During the Term (as defined below) and subject to the terms and conditions hereof and the terms of our engagement with the Company, you shall be provided with access to the Platform and you will have the opportunity to provide services as an expert, coach, mentor lecturer, trainer or consultant, including, when applicable, through Growthspace’s Platform available through its website, apps and third-party apps, to your Company’s Participants, such services may include without limitation lecture/workshop/group coaching or mentoring services to a specific Participants of your Company or a group of Participants of your company, and peripheral services including without limitations scheduling procedures and availability, preparation of a summary of sessions  (“Internal Mentor Services”). Any Internal Mentor Services you may provide your Company or Company’s Participants, via the Platform or otherwise, will be based on your agreement with the Customer, and Growthspace is not a party to those terms. Notwithstanding, any Internal Mentor Services you provide by using the Platform, are subject to the restrictions and obligations set forth herein. 
  • Growthspace Services. Growthspace will provide you with certain services, including without limitation access to the Platform to be matched with your Company’s Participants, and suggested proprietary framework materials, only to the extent provided to you, such as presentation templates, curriculum or syllabus templates,  taxonomy, guidelines and best practices, expert expectations, skills, policies and procedures, and any other content provided to You by Growthspace for the purpose of assisting You in providing the Services  (“Framework”), as well as analytical reports on the use of the Platform and any other content or material available on the Platform or provided to you by Growthspace (collectively – “Services”). Unlike general Experts, any Framework materials or suggestions Growthspace provides you with regards to the conduct of your Internal Mentor Services is a recommendation only, intended to help improve your skill as an Internal Mentor, you are subject to your own Company’s policies and guidelines. You are granted a limited, non-transferable, non-sublicensable, non-assignable, limited license to use the Framework, solely for the provision of Services with Customer’s Participant(s) and only during the term of your engagement with Growthspace. You hereby further agree you will not use the Framework for any other purpose, including without limitation to provide services outside of the Platform or to promote your own activities.
  • Your Content. To the extent you incorporate your own content (“Expert Content”) into the Framework, you hereby grant Growthspace a non-exclusive, irrevocable, worldwide license, during the term of the engagement, to copy, process, create derivative works of, modify, adapt, and otherwise use your Expert Content in connection with the Platform, including to promote or propose your Services within the Platform to your Company’s Participants. For the avoidance of doubt, Expert Content shall not be deemed to include or extend to Framework or feedback included in such Expert Content.
  • Registration and Use of Platform. To the extent the Internal Mentor Services will be provided through Growthspace’s Platform, you will need to have a registered account. To complete the registration process, you must provide all (additional) registration information as requested by us, including a profile picture. We may indicate that the provision of some information is optional. Still, your agreement to provide such information may assist us in providing you and the Customer with an improved experience on the Platform. Growthspace hereby provides you with a limited, revocable, non-exclusive right to use the Platform during the Term in accordance with the terms of these Terms and for the purpose of your provision of the Internal Mentor Services to Customer, and Growthspace provision of Services to you. You will not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Platform; (2) circumvent, disable, or otherwise interfere with security-related features of the Platform; (3) use the Platform or content thereon or Framework in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform; (5) use or access another user’s account or password without permission; (6) use the Platform or content thereon or Framework in any manner not permitted by these Terms.
  • One-on-one Sessions.  As an Internal Mentor who is a coach or a mentor, you may be paired with your own Company’s Participants. Following your approval of a Participant with whom you are paired, you may provide individual coaching or mentoring sessions to the Participant, as may be detailed in your agreement with Customer (“Session(s)”). Those Sessions may include or be based upon methodology or recommendations provided by Growthspace such as Growthspace’s Framework, use of Summaries, and Process. following each Session, (i) you must report the date of the Session and score it via the Platform in order to trigger certain actions on the Platform, (ii) you may be required to complete a certain number of Sessions as agreed upon in advance with the Customer (a “Process”) and (iii)  You may prepare a summary of the Session (“Summary“), which shall be provided solely to the Participant by email and/or through the Platform. The contents of the Summaries shall be considered Confidential Information (as defined below) and shall be held in strict confidence unless the Participant has provided his or her prior written consent that the Summary may be transferred to Growthspace and/or to the Customer. Following a Process, you may share written Summaries with Growthspace only if the Company wishes to do so in order for Growthspace to provide certain of its Services and only after you obtained written consent from relevant Participants. The Summary shall include all pertinent details and relevant information that arose during a Session. You shall remain fully responsible for maintaining the confidentiality and security of the Summaries as may be further detailed in your obligations with the Company and to clearly communicate with Participants when and under what circumstances their information may be shared if you believe in good faith that disclosure is appropriate to protect yours or a third party’s rights, property or safety when required by law, regulation subpoena, court order or other law enforcement related issues, agencies and/or authorities, or as is necessary to comply with any legal and/or regulatory obligation. It is clarified that Growthspace is under no obligation to pair you with any Participant and all decisions regarding the pairing of Participants and Internal Mentors shall be made solely by the Company, with Growthspace’s assistance, at their discretion.

2. No Compensation from Growthspace

As Internal Mentor’s Services are provided internally within a Customer’s organization, you are not considered as an independent contractor of Growthspace. Growthspace will not pay you.

3. Representations and Warranties

You represent and warrant that your acceptance of these Terms and the provision of the Internal Mentor Services does not and will not constitute a default under or conflict with any agreement, law, or other instrument or restriction to which you are a party or by which you are bound or preclude your entering into these Terms and perform the obligations hereunder (including, but not limited to, any confidentiality or non-competition agreements) and does not require the consent of any person or entity. You agree and undertake to inform Growthspace immediately after becoming aware of any matter that may in any way raise a conflict of interest between you and Growthspace and/or a Participant or Customer. You acknowledge that you shall be held solely responsible for the conduct of the Sessions, and the results of any Sessions or Internal Mentor Services provided to Participants.

4. Intellectual Property

Growthspace or its licensors, as the case may be, have all rights, title, and interest (including without limitation, all intellectual property rights) in and to (a) the Platform; (b) Framework; (c) Growthspace’s Confidential Information; (d) overall appearance graphics and graphic designs of the Platform or Framework, as well as Growthspace’s name and logo (e) any other content or materials provided by Growthspace in connection with the Services; and (f) any improvements, derivatives works, enhancements, and/or modifications of/to any of the foregoing, in each case regardless of inventorship or authorship (collectively, the “GS Materials“). Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter, download, post, broadcast, transmit, or otherwise use the content of the GS Materials or any part thereof for any purpose. You will not remove, alter or conceal any copyright, trademark, service mark, or other proprietary rights notices incorporated in the GS Materials if any. All trademarks are trademarks or registered trademarks of their respective owners. Nothing in these Terms or on the Platform should be construed as granting you any right to use any trademark, service mark, logo, or trade name of Growthspace or any third party. If you provide the Growthspace with any feedback regarding any content on the Platform or Framework or anonymized feedback regarding the Sessions, including without limitation session scoring, Growthspace may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. 

5. Confidential and Proprietary Information

  • Customer Confidential Information. You may have access to certain non-public or proprietary information of your Company or Participants, including (a) any technical or non-technical information related to Customer’s business and current, future, and proposed products and services, in each case whether or not specifically designated as “confidential” or “proprietary”; (b) information regarding Customer’s management or employment practices, including as may be disclosed by Participants; (c) information furnished to you by your Company in order to tailor your Internal Mentor Services to Company’s needs; (d) the content of any Sessions, including but not limited to the Summaries; and (e) any information that Customers, or Participants have received from others that may be made known to you and that such party is obligated to treat as confidential or proprietary (“Company Confidential Information”). You are obligated by your own Company with regards to Company Confidential Information. Notwithstanding, it is clarified that you may not disclose any Confidential Information of any Participant to the Company unless the Participant has explicitly provided prior written consent to such disclosure. The obligations detailed herein are in addition to and do not derogate from your obligation to your own Company regarding Company Confidential Information. 
  • Growthspace Confidential Information. You may have access to certain non-public or proprietary information of Growthspace, including (a) any technical or non-technical information related to Growthspace’s business and current, future, and proposed products and services, in each case whether or not specifically designated as “confidential” or “proprietary”; (b) the Curricula, including any guidelines or scripts included therein, (c) all GS Materials; (d) the Platform; and (e) any information that Growthspace has received from others that may be made known to you and that such party is obligated to treat as confidential or proprietary (“Growthspace Confidential Information“). (Collectively, Growthspace Confidential Information and Customer Confidential Information – “Confidential Information”)
  • Nondisclosure Obligations to GrowthSpace. Except as permitted herein, you will not use, disseminate, or in any way disclose the Growthspace Confidential Information to any person, firm, business, or governmental agency or department. You may use the Growthspace Confidential Information solely to perform your obligations under these Terms. You shall treat all Growthspace Confidential Information with the same degree of care as you accord to your own confidential information but in no case less than a high degree of care. You shall not remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend, or other notices of ownership or confidentiality from any originals or copies of Growthspace Confidential Information. The obligations set forth in this Section shall survive termination of these Terms for any reason.
  • Exclusions. Your obligations hereunder do not apply to any Confidential Information that you can demonstrate by written records (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to you through no fault of yours, (b) was rightfully in your possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to you, or (c) was independently developed by you without the use of or reference to any Confidential Information. Your disclosure of any Growthspace Confidential Information in response to a law, regulation, or governmental or judicial order (“Order“) will not be considered to be a breach of these Terms or a waiver of confidentiality for other purposes, provided, however, that you (a) provide prompt prior written notice of such Order to Growthspace; (b) reasonably cooperate with Growthspace in opposing such disclosure, and (c) only disclose to the extent required by such Order. Your disclosure of any Confidential Information relating to the content of any Sessions, including but not limited to the Summaries, in the event that you believe in good faith that such disclosure is appropriate to protect your or a third party’s rights, property or safety shall not be considered a breach of these Terms or a waiver of confidentiality for other purposes. 
  • Ownership and Return of Growthspace Confidential Information. All Growthspace Confidential Information and any GS Materials whether or not they contain or disclose Growthspace Confidential Information, are the sole and exclusive property of Growthspace. Within five (5) days after any request by Growthspace, you shall destroy or deliver to Growthspace, at Growthspace’s option, all materials, and items in your possession or control that contain or disclose any Growthspace Confidential Information. You will provide Growthspace with a written certification of your compliance with your obligations under this Section.

6. Data Protection

As part of the provision of the Services, you may be provided with Personal Data of Participants, Customer representatives, and other individuals. With respect to any such data, you are obligated by your Company’s internal compliance guidelines, processes, and Customer data processing agreements. “Personal Data” means information referring to, related to, or associated with an identified or identifiable person or as otherwise defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“GDPR“) or other applicable data protection laws. With respect to such Personal Data that is available via Growthspace Platform or otherwise provided to Growthspace, Growthspace serves as a Processor (as defined in the GDPR) on behalf of its Customers, who serve as Controllers (as defined in the GDPR) of such Personal Data and you, as an employee of the Company, serve as an agent of the Company working on its behalf (as detailed in the GDPR). You explicitly consent to (i) providing information required by GrowthSpace in order to enable you to provide Sessions or ancillary services via the Platform or in order for GrowthSpace to provide its Services to you and (ii) for you or the Company to provide Growthspace with your Personal Data to allow Growthspace to process and share such data with relevant Participants, all (i) and (ii) are subject to your Company’s privacy policy, and may be subject to Growthspace’s Privacy Notice; and (iii) if you share Participants’ Personal Data with Growthspace, you shall ensure it is done with the consent of such Participants and shall ensure that a record of such consents is maintained, all as required under applicable law.

In the event of a data security breach affecting Personal Data that you provided to Growthspace, via the Platform or otherwise (“Security Breach“), you shall: (i) notify Growthspace immediately in writing of such Security Breach; (ii) cooperate with Growthspace and Customer in connection with the investigation of such Security Breach; and (iii) take all necessary and appropriate corrective action.

7. Term and Termination

  • The term of engagement hereunder shall commence upon your acceptance of these Terms (“Commencement Date“) and will continue in full force and effect for as long as you use and access the Platform unless terminated by either party in accordance with the provisions of this Section (“Term“).
  • Either party may terminate these Terms immediately for any reason and without the obligation to provide any reason, you by asking to delete your account and providing us with written notice, or Growthspace by closing your account or providing you with written notice. 
  • Notwithstanding the above, Growthspace shall be entitled to terminate these Terms for Cause (defined below) with immediate effect at any time, at its sole discretion, by providing you with written notice. “Cause” shall exist: (i) due to your improper behavior, including towards a Participant (regardless of any complaint received about your behavior); (ii) you deliberately cause harm to Growthspace’s business affairs; (iii) you breach the confidentiality and/or other provisions hereunder; or (iv) any other material breach of these Terms which is not cured within seven days of receipt of written notice thereof.
  • In the event of any termination for whatever reason, you will promptly deliver to Growthspace all documents, data, records, and other information pertaining to Growthspace’s Services and any Growthspace Confidential Information. You will, immediately upon termination of these Terms, destroy any and all Growthspace Confidential Information and/or any documents or data, or any reproduction or excerpt of any documents or data containing or pertaining to the Growthspace Confidential Information. With regards to Customer Confidential Information, you shall be subject to the internal policies between you and the Customer.

8. User Status

You do not and will not provide any services to Growthspace. These Terms shall not be construed to create any relationship other than you being a user of the Platform and the recipient of Services from Growthspace. 

9. Indemnity and Release

You agree to defend, indemnify, and hold harmless Growthspace and its officers, directors, employees, agents, and consultants from any losses, liabilities, damages (including taxes), and related costs and expenses (including reasonable legal fees and costs of investigation), interest and penalties, due to, arising from, or relating to any third party claim, demand, action, and or suit against Growthspace arising from or relating to (a) your fraud, negligence or willful misconduct; (b) any breach of your obligations, representations or warranties in these Terms; and/or (c) any claim that an employer-employee relationship exists or existed between you and Growthspace.

10. Disclaimer of Warranty

UNLESS OTHERWISE EXPLICITLY AGREED WITH YOUR COMPANY, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. GROWTHSPACE EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS IN RESPECT OF THE PLATFORM AND SERVICES INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. Limitation of Liability

IN NO EVENT WILL GROWTHSPACE BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS OR BUSINESS). GROWTHSPACE’S ENTIRE AGGREGATE LIABILITY UNDER ANY PROVISION OF THESE TERMS AND/OR UNDER ANY CAUSE OF ACTION SHALL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID  TO GROWTHSPACE WITH REGARDS TO YOUR REGISTRATION AND USE OF THE PLATFORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM, OR CAUSE OF ACTION.

12. Miscellaneous

  • Unless otherwise agreed under the terms between the Company and Growthspace, these Terms constitute the entire agreement between the parties hereto and supersede all prior agreements, understandings, and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. Unless otherwise agreed under the terms between the Company and Growthspace, no agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which is not expressly set forth in these Terms. Failure by any party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision. The provisions of these Terms shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.
  • From time to time, Growthspace may update these Terms and shall notify you of such changes. Your continued use of the Platform following any such notification shall be deemed acceptance of any such amended or updated documents.
  • The provisions of sections 1, point 4 (relating to restrictions only), 2-6, 7 point 4, and points 9-12 shall survive the rescission or termination, for any reason, of these Terms, and shall survive the termination of your engagement with Growthspace.
  • The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of these Terms.
  • You may not assign or transfer any right or interest hereunder without the express written consent of Growthspace.
  • Unless otherwise required under the agreement between Growthspace and Company, these Terms shall be governed by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the rules respecting conflicts of law. All references to applicable law are deemed to include all applicable and relevant laws and ordinances and all regulations and orders promulgated thereunder unless the context otherwise requires.
  • For the purpose of these Terms, notices and all other communications provided for herein shall be deemed to have been duly given when personally delivered, when sent by email or via the Platform or sent by registered mail, postage prepaid, addressed to the respective addresses last given by each party to the other, except that notice of change of address shall be effective only upon receipt.

Last updated: April 2024

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