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 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 Growth Space. 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 through Growth Space’s platform.
- Special recommendations for one-on-one sessions
- We recommend providing five one-hour time slots for each employee 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) (“Growth Space“) 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 Growth Space and accepting these Terms.
Background: The company by which you are employed (“Company” or “Customer”“) has engaged Growth Space in order to provide mentoring services to certain employees of the Company (“Employees“) through Growth Space’s designated platform (“Platform“). You have been designated by the Customer as an Internal Mentor who will provide such mentoring services to Customer’s Employees, using Growth Space’s Platform (“Internal Mentor”).
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 Growth Space’s Platform available through its website, apps and third-party apps, to your Company’s employees, such services may include without limitation lecture/workshop/group coaching or mentoring services to a specific Employee of your Company or a group of Employees 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 employees, via the Platform or otherwise, will be based on your agreement with the Customer, and Growth Space 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.
- Growth Space Services. Growth Space will provide you with certain services, including without limitation access to the Platform and suggested proprietary curriculum developed by Growth Space, including guidelines and scripts (“Curriculum“, and any full course of Sessions required to complete the Curriculum, a “Process“), Summaries format, other guidelines or recommendations it provides to general Experts, 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 Growth Space (“Services”). Unlike general Experts, any materials or suggestions Growth Space 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.
- Registration and Use of Platform. To the extent the Internal Mentor Services will be provided through Growth Space’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. Growth Space 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 Growth Space provision of Services to you. You may 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 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 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 Employees. Following your approval of an Employee with whom you are paired, you may provide individual coaching or mentoring sessions to the Employee, as may be detailed in your agreement with Customer (“Session(s)“). Those Sessions may include or be based upon methodology or recommendations provided by Growth Space such as Curriculum, 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, and (ii) You may prepare a summary of the Session (“Summary“), which shall be provided solely to the Employee 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 Employee has provided his or her prior written consent that the Summary may be transferred to Growth Space and/or to the Customer. Following a Process, you may share written Summaries with Growth Space only if the Company wishes to do so in order for Growth Space to provide certain of its Services and only after you obtained written consent from relevant Employees. 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 Employees 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 Growth Space is under no obligation to pair you with any Employee and all decisions regarding the pairing of Employees and Internal Mentors shall be made solely by Company, with Growth Space’s assistance, at their discretion.
2. No Compensation from Growth Space
As Internal Mentor’s Services are provided internally within a Customer’s organization, you are not considered as an independent contractor of Growth Space. Growth Space 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 Growth Space immediately after becoming aware of any matter that may in any way raise a conflict of interest between you and Growth Space and/or an Employee 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 Employees.
4. Intellectual Property
Growth Space or its licensors, as the case may be, have all rights, title, and interest in the Platform, Curricula, and any other content or materials provided by Growth Space or used in connection with the Services (“GS Materials“), including overall appearance, text, graphics, graphics design, videos, demos, interfaces, and underlying source files, and all worldwide intellectual property rights in the GS Materials and the trademarks, service marks, and logos contained therein, whether registered and unregistered. 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 Growth Space or any third party. If you provide the Growth Space with any feedback regarding any content on the Platform or Curricula or anonymized feedback regarding the Sessions, including without limitation session scoring, Growth Space 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 Employees, 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 Employees; (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 Employees 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 Employee to the Company unless the Employee 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.
- Growth Space Confidential Information. You may have access to certain non-public or proprietary information of Growth Space, including (a) any technical or non-technical information related to Growth Space’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 Growth Space has received from others that may be made known to you and that such party is obligated to treat as confidential or proprietary (“Growth Space Confidential Information“). (Collectively, Growth Space 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 Growth Space Confidential Information to any person, firm, business, or governmental agency or department. You may use the Growth Space Confidential Information solely to perform your obligations under these Terms. You shall treat all Growth Space 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 Growth Space 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 Growth Space 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 Growth Space; (b) reasonably cooperate with Growth Space 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 Growth Space Confidential Information. All Growth Space Confidential Information and any GS Materials whether or not they contain or disclose Growth Space Confidential Information, are the sole and exclusive property of Growth Space. Within five (5) days after any request by Growth Space, you shall destroy or deliver to Growth Space, at Growth Space’s option, all materials, and items in your possession or control that contain or disclose any Growth Space Confidential Information. You will provide Growth Space with a written certification of your compliance with your obligations under this Section.
6. Data Protection
In the event of a data security breach affecting Personal Data that you provided to Growth Space, via the Platform or otherwise (“Security Breach“), you shall: (i) notify Growth Space immediately in writing of such Security Breach; (ii) cooperate with Growth Space 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 Growth Space by closing your account or providing you with written notice.
- Notwithstanding the above, Growth Space 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 an Employee (regardless of any complaint received about your behavior); (ii) you deliberately cause harm to Growth Space’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 Growth Space all documents, data, records, and other information pertaining to Growth Space’s Services and any Growth Space Confidential Information. You will, immediately upon termination of these Terms, destroy any and all Growth Space Confidential Information and/or any documents or data, or any reproduction or excerpt of any documents or data containing or pertaining to the Growth Space 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 Growth Space. 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 Growth Space.
9. Indemnity and Release
You agree to defend, indemnify, and hold harmless Growth Space 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 Growth Space 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 Growth Space.
10. Limitation of Liability
IN NO EVENT WILL GROWTH SPACE BE LIABLE UNDER THESE TERMS FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF PROFITS OR BUSINESS). GROWTH SPACE’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 GROWTH SPACE WITH REGARDS TO YOUR REGISTRATION AND USE OF THE PLATFORM IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM, OR CAUSE OF ACTION.
- 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. 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, Growth Space 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 3 (relating to restrictions only), 2-6, 7, point 4, and points 9-11 shall survive the rescission or termination, for any reason, of these Terms, and shall survive the termination of your engagement with Growth Space.
- 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 Growth Space.
- 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.
Last updated: June 2022