TERMS & AGREEMENT

MJC is a leading online learning destination for students, users, parents, guardians, purchasers, and learners (“Customers”). Customers can access personalized learning resources across a variety of modalities and access high quality mentors, advisors, and tutors. 


By agreeing to the below terms and conditions as it relates to connecting Customers and mentors, You, as a Mentor (“Mentor,” “You,” or “Your”) formalize your independent contractor relationship with the company for purposes of mentoring.


Your only obligations to the Company as a Mentor are referenced herein. Upon satisfactory completion of the mentor flyer form, if applicable, and other requirements of the contracting process, you will be identified as or remain identified as a mentor on the Company’s Platform and available to mentor/advise customers through the platform as long as you comply with the terms and conditions of this agreement. While it is important to familiarize yourself with the below terms and conditions, you should also understand that other mentors use the platform and provide services to customers, and customers have the ability to work with multiple mentors, use different mentors, etc.

The Platform organizes Mentors by services, medical specialty, and other relevant information to help make sure each mentor is a good fit for the customer based upon information provided by the customer. The platform offers an initial assessment for the customer to take to identify these specificities they want in a mentor, and the mentor has the opportunity to take an assessment specific for mentors. Our company will then pair the mentor with the mentee based off of these assessments. This is not required but is offered to each customer upon joining the platform. Alternatively, Customers have the ability to go on the platform directly and choose a mentor, and checkout with the service that mentor offers. We will then be contacting the mentor that they have gained a customer, and go ahead with scheduling a meeting. All customers for each mentor MUST be referred through our website, and purchase a service on the site. 

All mentors must keep customers that they have gotten through the site and not take the customer privately. By agreeing to this, if a mentor takes a client privately off of the site, they will be immediately removed from the site. 

This Agreement sets forth the terms regarding one-on-one Mentoring meetings (and no other formats that may be available to Customers). 

Prior to contracting and/or becoming available to provide services through the Platform, Professional has provided evidence of Professional’s training and educational background and has been vetted by Company. Professional has also provided information necessary for routine background check(s) to be conducted, and has otherwise provided any additional documentation that has been requested.

Once under contract, there is no further evaluation of mentors qualifications or skills (instead relying on Customers who use the Platform to determine whether or not the mentor obtains opportunities from Customers), except to the extent mentor  wants to verify qualifications for additional subjects not previously approved, if sought by mentor. No training, required work programs, or other instructions regarding the preparation, the content, or the manner in which mentor provides the services requested for Customers is provided.


NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the Parties agree as follows:

Qualifications. As part of the pre-contract process mentor has provided, or will provide, background information that accurately describes mentors educational levels and experience as well as identifying mentors specific areas of qualification to Company, all of which are important to recommend mentor to Customers. Once under contract, each mentor  is able to be listed in the online, public directory of mentors on the Platform, which displays profiles created by the company to advertise each mentor, and includes each mentors background, site at which each mentor has matched for residency, and prior educational degrees. In order to avoid mentor being identified and selected for a Customer based upon outdated or incorrect information (which may negatively impact the relationship between the Customer and Mentor), mentor should timely update all information provided related to enabling matching if such information changes, so that mentor’s  information on the Platform is up-to-date and accurate.

Contractor Services. If the mentor is identified by Company as a potential fit for a Customer, the mentor will be notified of the opportunity through the Platform and be provided with a description of the services requested by Customer so that mentor may evaluate the opportunity. Company will provide sufficient information through the Platform to allow Customer and mentor to determine whether to proceed, and to agree as to certain aspects of the actual mentoring that may only be communicated by Customers. If a mentor is unavailable on a date scheduled to work with a customer, Sarah Gilman or Alex Hernandez will take the client on, or match them with another available mentor/tutor within 1 business day. 

Multiple Customers. The mentor may provide Services on Company’s behalf (and not on behalf of other companies) for multiple Customers obtained through the Platform during the term of this Agreement, and the mentor and Company agree that the terms and conditions of this Agreement shall be binding on all mentoring interactions undertaken with Customers obtained through the Platform during the term of this Agreement.

Mentor Interactions Outside the Platform. Mentor’s Services are for Customer. Company is not required to allow mentor access to Company’s Platform to obtain Customers (or for any other purpose). Provided that mentor does not violate the terms of this Agreement, Mentor (a) may advise any other person or entity and (b) shall remain free to pursue other professional and personal activities. Each mentor is free to provide advising or mentoring services to customers who are not part of Company’s Platform, as well as to Customers who are part of a different company’s business and/or platform (or are Customers of someone other than Company through no action or omission of mentor). Each mentor cannot take clients privately that they have acquired through the platform. That will result in removal from the site. 

Services. Each Mentor is an independent contractor, and the Services to be provided by the mentor in accordance with the terms and conditions of this Agreement (including the preparation of and the manner, means, and method of delivery of the mentoring) shall be developed by mentors based on his/her/their best judgment of the mentoring support required to achieve the goal of the Customer throughout the course of mentors interactions with the Customer. Each Mentor shall be responsible for scheduling and provision of the Services (through the Platform). Mentor agrees to proceed with such scheduling that has been agreed upon between the Customer and the mentor. Mentor may delegate the performance of the Services by directing the Customer to Company to work with a different Professional and/or upon agreement between mentor and Customer, provided that in all instances. Customer will continue to be invoiced through and have access to the Platform. Mentors may contact Company if they experience problems providing the Services for Customer, but is not required to do so. Each mentor understands and agrees that Customer may seek to work with more than one mentor (or other Professionals), may seek to work with a different mentor or Professional, etc., and that Company will try to satisfy those Customer requests.

Termination of a Specific Customer Relationship. Mentor acknowledges that the relationship between mentor and a Customer is personal in nature and that a Customer may decide for any reason that the arrangement with Mentor is not satisfactory. Each mentor may also decide to terminate a specific Customer relationship for any reason, provided it is done in a timely manner and doing so does not violate any other terms of the Agreement. In the event a Customer obtained Services from mentor and decides to cease that particular mentoring relationship for any reason, Company shall notify mentor (in the event it was not directly communicated by Customer), and Mentor’s Services for that specific Customer pursuant to this Agreement shall terminate immediately. Mentor will be paid by Company for all Services completed for that specific Customer prior to the notice of termination as long as all hours prior to the notice of termination are invoiced within 24-hours of the termination notice.

Compensation. As full compensation for the Services rendered by mentor to Customers obtained and invoiced through the Platform in accordance with the Agreement, Company shall pay the mentor at the project rate negotiated and agreed to by mentor and Company, within ten days of service. 

No Reimbursement of Expenses. Company shall not be responsible for nor shall it reimburse mentor for any business expenses or other costs mentor incurs as a result of providing the Services to Customers obtained through the Platform during the Offices, Equipment, and Tools. Mentor is an independent contractor and shall be fully responsible to provide all tools, materials, and equipment, if any, necessary for mentor to carry out the Services in a complete and professional manner. Tools, supplies, materials, and equipment shall be determined between Mentor and Customer. term of this Agreement. 

Company’s Use of Mentor Information, & Services. Mentor may elect to share Mentors first name, test scores, personal statement, photograph, and any other data or information related to mentoring Services (the “Mentor Flyer”) as part of their online profile available through the Platform, which Profile Data may be used by Company in its sole discretion whether online, in print, or through other media formats including Company’s affiliates’ websites, without remuneration, for marketing purposes. Mentor agrees that information on their flyer profile will be available to and shared with Customers.

Limitation of Mentor’s use of Company Name. Each mentor has no authority to bind Company (and neither Company nor mentor shall hold mentor out as having authority to act on behalf of Company), and mentor shall not make any agreement or representation on Company’s behalf. Mentor shall not use Company’s name, logo, or other identifying characteristics on any materials without an express representation that they are an independent contractor. Similarly, to the extent mentor identifies a connection with the Company, it shall reflect that they are an independent contractor.

Non-Solicitation and Other Restrictions. In consideration of the opportunity to market Mentor’s services, obtain engagements, and collect payment through the Platform, Mentor expressly agrees as follows:

Non-Exclusivity. Company and mentor agree that, during and after the term of this Agreement, mentor may work with any person or entity and may compete with Company in the offering of mentoring services subject to the specific restrictions set out in Section 11(b). Mentor hereby confirms that he/she/they are not subject to any agreements or restrictions that would prohibit this relationship with Company, and that Mentor has the right and ability to freely enter into this Agreement without violating any other agreement to which Mentor is a party.

Non-Solicitation of Customers and Non-Disclosure of Trade Secrets and Confidential Information. Mentor agrees that during the term of this Agreement and for a period of 5 months following the termination of this Agreement for any reason:

Mentor will not solicit any Customer(s) Mentor obtained through the Platform or to whom Services were provided by Mentor and shall not directly or indirectly induce any Customer to request mentoring services or other services available through the Platform from Mentor or any corporation, partnership, limited liability company, or other entity with whom mentor may interact for the purpose of offering mentoring services.

Mentor will not disclose or use any of Company’s trade secrets or confidential information other than for purposes of providing Services to Customers through the Platform.

For purposes of this Section (b), mentor agrees that these limitations shall apply to mentor and to any person or entity that mentor works for or with or to whom mentor provides Services. This limitation shall also include the immediate family of Customer(s) and all referrals mentor receives as a result of mentor’s relationship with Customer (e.g. Customer and Customer’s family).

Non-Solicitation of Professionals. Mentor agrees that during the term of this Agreement, mentor shall not directly or indirectly hire, solicit, or encourage any Professional using the Platform to terminate that relationship and/or cease using the Platform. Following the termination of this Agreement and for the following 5 months, mentor shall not hire or contract with any Professional that has used the Platform in the capacity as a Professional during the preceding months. For purposes of clarity, actions taken by mentor that are facilitated through and within the Platform are not prohibited (e.g. referring Customers to other Professionals wherein the Customer and Professional solely transact through the Platform).

Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing and signed by the Parties hereto, except for changes to the project rate for specific Customer interactions as approved on the Platform by Mentor and Company.

Entire Understanding. The recitals and definitions throughout this Agreement are considered material terms in addition to the enumerated provisions set forth herein. This document constitutes the entire understanding and agreement of the Parties regarding the subject matter hereof, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Notwithstanding the foregoing, this Agreement shall have no effect on any part of any pre-existing or later entered into agreement by and between mentor and Company regarding matters not addressed herein, including but not limited to (a) mentor entering into separate independent contractor agreement(s) with Company or its related and/or affiliated entities for roles as a Professional using the Platform other than as a mentor or (b) mentor continuing to perform as a Professional in roles other than as a mentor without having entered into a separate independent contract agreement(s) with Company or its related and/or affiliated entities for such role(s).