Mentor Agreement

This Mentor Agreement ("Agreement") is between MentorReach LLC, a Virginia limited liability company doing business as MentorReach ("MentorReach", "we", "us"), and you, the individual accepting it ("Mentor", "you").

You accept this Agreement when you complete Mentor onboarding on mentorreach.com. It takes effect on that date.

This Agreement incorporates the Terms of Service, the Mentor Handbook, the Privacy Policy, and the Cancellation and Refund Policy. Where this Agreement and the Mentor Handbook conflict, this Agreement controls.

1. What you do

You provide paid one-on-one career guidance sessions to students who book you through the Platform ("Sessions"), drawing on your own professional experience.

You decide:

• Your rates, for each session length you offer
• Which session lengths to offer
• Your availability, and when to make yourself unavailable
• Which students to accept, and which to decline
• What you discuss in a Session, and how you conduct it

We do not assign you students, set your prices, require minimum hours, direct the content of your Sessions, or supervise them.

2. Independent contractor status

You are an independent contractor. You are not an employee, agent, partner, or joint venturer of MentorReach.

Accordingly:

• You are not entitled to employee benefits of any kind, including health insurance, retirement contributions, paid leave, workers' compensation, or unemployment insurance.
• We do not withhold income tax, Social Security, Medicare, or any other tax from amounts you earn. You are solely responsible for all taxes on your earnings.
• You control the manner and means of your work. We control only the operation of the Platform itself.
• You are free to provide similar services elsewhere, including on competing platforms. This Agreement is non-exclusive, subject only to Section 7.
• You supply your own equipment, internet connection, and workspace.
• You may not represent yourself as an employee or representative of MentorReach, enter agreements on our behalf, or bind us in any way.

Payments made to you are processed by our third-party payment processor, which issues you any tax documentation required by law based on the payouts it makes to you. We do not issue you a separate tax form for those payouts.

3. Your commitments

You represent, warrant, and agree that:

• You are at least 18 years old and legally permitted to work as an independent contractor in your jurisdiction.
• Every statement on your profile is true and current, including your name, current title, employer, field, and experience. You will update it promptly when it changes.
• Your participation does not violate any agreement or policy you are subject to, including your employer's outside-employment, moonlighting, conflict-of-interest, or confidentiality policies. You are solely responsible for confirming this, and for any consequence of getting it wrong.
• You will not disclose your employer's confidential information, trade secrets, or non-public information in a Session.
• You will not offer or imply any guarantee of a job, internship, interview, offer, admission, referral, or any other outcome.
• You will not present yourself as providing legal, financial, medical, immigration, or licensed professional advice.
• You will comply with the Mentor Handbook and the Terms of Service.

4. Sessions involving a student under 18

A parent or guardian may book a Session for a student under 18, and will indicate this when booking. When a minor is the participant, you additionally agree to:

• Keep the Session on the Platform's video service. No alternative platform, no phone call, no in-person meeting.
• Keep your camera on for the duration of the Session.
• Never ask a minor for personal contact information, social media handles, or any means of contacting them outside the Platform, and never provide yours.
• Never ask a minor to keep any part of the Session, or your communication with them, secret from their parent or guardian.
• Accept that the parent or guardian may attend or observe any Session.
• Decline the Session if you are not comfortable with these conditions.

Any violation of this Section is grounds for immediate removal from the Platform.

We do not conduct background checks on Mentors. You acknowledge this and agree that you are solely responsible for your own conduct.

5. Fees, payment, and payouts

Students pay the full Session price on the Platform at the time of booking.

MentorReach retains a commission on each Session. Your commission rate is disclosed to you on the Platform and is determined by how the student was sourced. Your commission rate for a given student is set the first time that student books you and does not change for that student afterward.

Your payout for each Session is the Session price minus the applicable commission. Payouts are transferred to your connected payment processor account and paid out on that processor's normal schedule.

You are responsible for maintaining a valid connected payout account. We cannot pay you without one, and your profile cannot be published without one.

We may change our commission rates on 30 days' written notice. A change applies only to student relationships formed after it takes effect.

6. Cancellations, no-shows, and refunds

The Cancellation and Refund Policy governs. In summary:

• A student who cancels more than 24 hours before a Session is refunded, and you are not paid for it.
• A student who cancels within 24 hours, or does not attend, is not refunded, and you keep your payout for the reserved time.
• If you cancel or fail to attend, the student is refunded in full and no payout is made to you.
• If we refund a student because of your violation of this Agreement or the Mentor Handbook, the corresponding payout is reversed and may be recovered from future payouts.

Repeated late cancellations or no-shows on your part are grounds for removal.

7. On-platform requirement and non-circumvention

All Sessions booked through, arising from, or introduced by the Platform must be scheduled and paid for on the Platform.

For twelve (12) months after your last Session with a given student, you will not:

• Solicit, accept, or arrange paid mentoring from that student outside the Platform
• Direct, encourage, or invite that student to transact with you off the Platform
• Accept payment from that student by any means other than the Platform for services of the kind offered here

This applies only to students you were introduced to through the Platform. It does not restrict your relationship with anyone you already knew or met independently.

If you breach this Section, you agree to pay us the commission we would have earned on the affected sessions, and we may remove you from the Platform. This is in addition to any other remedy available to us.

8. Confidentiality

Students share personal, academic, and career information with you in confidence. You will:

• Use that information only to provide the Session
• Not disclose, publish, post, or repeat it to anyone
• Not use it for any purpose of your own, including recruiting, sales, research, or content

This obligation survives termination of this Agreement indefinitely.

You will likewise keep confidential any non-public information about MentorReach's business, pricing, or operations that you learn through this relationship.

9. Your content and your likeness

You retain ownership of the content you submit, including your biography, photograph, and session notes.

You grant MentorReach a non-exclusive, worldwide, royalty-free license to host, display, reproduce, and distribute that content, including your name, photograph, professional title, and employer name, for the purpose of operating and promoting the Platform. This includes displaying your profile publicly on the internet, where it is visible to anyone and may be indexed by search engines.

You may elect to have your employer described generally rather than named. We will honor that election on your public profile.

This license ends when your profile is removed, except for copies retained in backups, in records we are required to keep, or in materials already published before removal.

You may not use the MentorReach name, logo, or branding without our written permission, except to identify yourself as a Mentor on the Platform.

10. Recording

Sessions are not recorded by us. Neither party may record a Session without the other party's advance consent. Where a minor is the participant, consent must come from the parent or guardian.

11. Term and termination

This Agreement continues until terminated.

You may terminate at any time by removing your profile or notifying us at support@mentorreach.com.

We may terminate or suspend you at any time, with or without cause and with or without notice, including for violation of this Agreement, the Mentor Handbook, or the Terms of Service, or for conduct we reasonably believe creates risk to a student.

On termination:

• Your profile is removed and you become unbookable.
• You must honor Sessions already booked and paid for, or the student will be refunded and no payout made to you. We may make an exception where the circumstances warrant.
• Payouts already earned and not yet transferred will be paid in the ordinary course, less any amounts owed to us.
• Sections 2, 7, 8, 9, 12, 13, and 14 survive.

12. Indemnification

You will indemnify and hold harmless MentorReach and its owners, members, and affiliates from any claim, loss, liability, or expense, including reasonable attorneys' fees, arising from:

• Your conduct toward a student or any other person
• Any statement you make in a Session or on your profile
• Your breach of this Agreement, the Mentor Handbook, or any law
• Any claim that your participation violated an agreement or policy you were subject to, including an employment agreement
• Any claim by a taxing authority relating to your classification as an independent contractor, to the extent arising from your own representations

13. Disclaimer and limitation of liability

THE PLATFORM IS PROVIDED "AS IS". WE DO NOT GUARANTEE ANY VOLUME OF BOOKINGS, ANY LEVEL OF EARNINGS, OR CONTINUED AVAILABILITY OF THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE TOTAL PAYOUTS MADE TO YOU IN THE THREE MONTHS PRECEDING THE CLAIM. WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST OPPORTUNITIES.

14. General

Governing law. Virginia law governs, without regard to conflict of laws principles.

Disputes. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Loudoun County, Virginia, and you consent to the personal jurisdiction of those courts. This matches the corresponding clause in the Terms of Service.

Changes. We may update this Agreement. Material changes will be posted and notified to you by email at least 30 days before taking effect. Continuing to mentor on the Platform after that date means you accept them. If you do not accept, your remedy is to stop mentoring and terminate.

Assignment. You may not assign this Agreement. We may assign it in connection with a merger, acquisition, or sale of assets.

Severability. If a provision is unenforceable, the rest remains in effect.

Entire agreement. This Agreement, together with the documents it incorporates, is the entire agreement between us and supersedes any prior discussion.

Electronic acceptance. You accept this Agreement electronically during onboarding. That acceptance, and the date and time it was recorded, has the same effect as a signature.

15. Contact

MentorReach LLC d/b/a MentorReach 44056 Riverpoint Drive, Leesburg, VA 20176 support@mentorreach.com