SDSCOPE MENTORING & COACHING TERMS AND CONDITIONS FOR PARTICIPATION AS A MENTEE

Effective 8 November 2020

Softclick Investments (Private) Limited ("SDscope", "Us", "We", “Our”) provides a platform and services that enable professionals, executives and teams (each a "Mentee", and collectively, "Mentees", “you” , “your”, “yours”) to tap into the first-hand knowledge and skills of successful, experienced, and highly competent experts (each a "Mentor", and collectively, "Mentors") from around the world to develop their goals and skills, and improve their performance in the various areas of digital technology through a series of time-limited, confidential, one-on-one conversations and other learning activities (collectively, “Service”, "Services"), which Services are accessible at www.sdscope.com/mentoring and any other websites through which SDscope makes the Services available (collectively, the “Site”) and as an application for mobile devices (the “Application”).

A Mentor is a qualified, independent consultant engaged by SDscope for purposes of delivering a mentoring engagement to a Mentee (the "Project") on behalf of SDscope. As such, there will be no contractual relationship between the Mentee and any Mentor engaged by SDscope.

By using the Site and Application, you agree that you are legally capable of entering into binding contracts in your jurisdiction of residence, to comply with and be legally bound by the terms and conditions below (the “Terms”) as modified by us from time to time at our sole discretion, and that these Terms supersede any prior Terms between you and us. Further, you consent to SDscope contacting you by email, telephone, Skype, or otherwise, in connection with the Services. Any breach by you of these Terms may result, among other things, in immediate termination of your participation in the Services. Please read them carefully.

These Terms constitute the complete, final and exclusive embodiment of the entire agreement between the Mentee and SDscope regarding the Service, subject to agreed action plan for each respective Project and other written policies and procedures of the Service. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such agreements, promises, warranties or representations.

You may only participate as a Mentee if, and only if, your participation would not: (i) violate any law, rule or regulation; (ii) present a conflict of interest; (iii) cause you to breach any agreement with, or other legal obligation to, any person or entity including your employer or Mentors; (iv) cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity to which you are subject; and (v) result in the disclosure of any confidential information including but not limited to material non-public information, proprietary information, information that you have a duty or have agreed to keep confidential, and information you believe may be confidential.

You must decline or discontinue participation in any Project that would result in a violation of any of the conditions above. Your participation in any Project is always at your discretion. You are never required to accept or continue any Project and may decline to participate or continue to participate in any Project at any time.

You agree not to: (i) participate in a Project if the Mentor is a direct competitor of an organization for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position); (ii) participate in a Project if the Mentor works for an organization for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position); (iii) disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Mentor; (iv) present yourself under false pretenses or pretexts for any reason directly or indirectly related to a Project including, without limitation, for the purpose of gathering information from such person for a Project; (v) hire or engage a third-party agent, subcontractor, mentor, or consultant without SDscope and the Mentor’s written approval; (vi) accept, offer, promise, or pay any money, gift, or any other thing of value from or to any person directly or indirectly in connection with a Project for the purposes of corruption or bribery; (vii) improperly induce users of the Service to disclose to you confidential information; (viii) disclose or to attempt to use or personally benefit from any confidential information that is disclosed to you or you come across during your participation in a Project until such time as the confidential information has become publicly available through no action of your own, unless required by law or expressly permitted by SDscope; (ix) reveal your billing rates and your financial arrangements with us to Mentors without Our prior written consent; and (x) induce Mentors to reveal their billing rates and financial arrangements with us.

You represent that you have not been: (i) convicted of or charged with any offense involving dishonesty or deception; (ii) subject to an order, judgment, action, or investigation of a court or any national or state regulatory or self-regulatory or other law enforcement body relating to an accusation of civil or criminal fraud or deceptive practices; (iii) named on a sanctions list of individuals or entities maintained by any country or non-governmental organization.

You agree to provide us with accurate information in each Project. You understand that SDscope, Mentors, and SDscope's third-party partners may and will rely on the information provided in your profile in providing you the Service.

You agree to conduct yourself with a consistent and high level of courtesy, respect, and professionalism, to specifically respect Mentors' time, and to use good judgment when posting information, comments, feedback, potential projects or other content.

You agree that We may collect, process and retain information about you from yourself and other legal sources (“Personal Information”), that Personal Information may be stored outside your jurisdiction of residence and that We will treat such Personal Information in accordance with Our Privacy Policy at http://www.sdscope.com/mentoring-privacy-policy. You agree that We may use and share Personal Information to, without limitation, contact you, administer compliance policies and procedures, to comply with applicable laws, and manage, improve and promote Our business. You agree to process personal data you receive from Us in accordance with the applicable provisions of these Terms and Our Privacy Policy at http://www.sdscope.com/mentoring-privacy-policy.

While we make every effort to treat your Project request with urgency, we make no representation regarding the timeliness of our response to your request, the availability of Mentors to deliver the Project, or the availability of your preferred Mentor. For each request for mentoring service you make, Our internal expert reviews your submission and recommends a short list of Mentors based on a combination of Project requirements, your budget, and Mentor skill set and availability. You engage the Mentors of your choice from the list provided to you by Our internal expert and agree with each in writing on an action plan for Project describing in reasonable detail the specific activities to be accomplished by Mentee, the duration of the Project, milestones (if any), and other relevant information, which will be in the form of either (i) a list of deliverables written in a single message in SDscope workspace, or (ii) one or more documents attached to the SDscope workspace. When your Project has been sufficiently defined and scoped and Mentors have provided an estimate of their expected fee for delivering the Project, We give you 3 prices from which you may select only one: (i) $0 for hiring a Mentor that has less than 3 reviews, (ii) the average offer from all the Mentors who estimated on the Project and have 3-6 reviews, and (iii) the average offer from all the Mentors who estimated on the Project and have more than 6 reviews. This eliminates undercutting and overpricing while ensuring you get the highest quality work. Should you wish to move forward with the Project, the fixed price you selected would be the amount payable in USD by you to SDscope (“Payment”) which you shall transfer to Us via one of the available payment methods, with SDscope being the recipient and beneficiary of the funds, before the Mentor can start working on the Project. Any work that is not expressly written in the action plan will be considered out of scope and requests to complete such work will be handled as additional tasks and may result in additional payment(s) from you to SDscope. You may request your preferred Mentor to deliver the Project from those available to you; however, it is SDscope’s sole and absolute right to appoint the specific Mentor to deliver the Project.

Once a Project is finished, the Mentor or SDscope may request you to review the work and mark the Project as ‘complete’ on in order to complete the Project. You have seven (7) calendar days to respond to the request and ask for modifications or ask for more time to review the work. SDscope reserves the right to mark a Project as ‘complete’ if you fail to respond within the stipulated period. In the event of a dispute, the action plan and the Terms shall be used as the sole reference for the Project.

You agree that a Mentor has the right to terminate any mentoring Project without penalty if they deem you to be uncooperative or to be otherwise wasting their time, informing Us and yourself in writing and providing evidence in the form of a communication trail; you agree that SDscope will have no obligation to give you a refund whatsoever.

You may elect to record and/or transcribe your interactions with a Mentor during the delivery of  a Project without prior consent from Us and you will be fully responsible for any such recording or transcription.

You shall only participate in Projects with Mentors individually arranged or explicitly approved by Us in advance, even if the Project was a follow-up to a recent Project that was arranged by Us. By participating in a Project that was not individually arranged or explicitly approved by Us you automatically release Us from any and all claims and liabilities connected with such Project. You may not invite others to deliver any Project without Our prior written consent.

You agree that, for Mentors to whom you are first introduced to through Us, for a period of one year from the most recent Project with or introduction to such Mentor, you will not circumvent Us by knowingly awarding Projects to or proposing or agreeing to any kind of mentoring arrangement with such Mentor, without Our written permission. You also agree that, for a period of one year from the most recent Project with or introduction to a Mentor, you will not, directly or indirectly, solicit for employment of such Mentor. You further agree that, for a period of one year from the most recent Project with Us, you will not, directly or indirectly, solicit for employment any employee of SDscope.

We shall assign from SDscope to you, to the extent permitted by law, all intellectual property rights, including but not limited to copyrights, trademarks, designs, patent rights and utility models, inventions, production methods and other advances resulting from the delivery of the Project (the “Intellectual Property Rights“) when you mark the Project as ‘complete’ and thus forfeits your right to receive a potential refund. We shall receive no separate payment for the assignment of such rights, irrespective of whether the right accrues as a result of the Mentor’s own activities or in cooperation with SDscope. Upon completion of the Project, SDscope hereby agrees to assign to you, to the fullest extent permitted by law, all right, title, and interest in any and all such Intellectual Property Rights, subject to any applicable limitations such as set out in the GNU Public License or Creative Commons licenses, among others. We shall provide all practical support to you for the protection and utilization of its Intellectual Property Rights, including, without limitation, the signing of all necessary documents.

You and SDscope shall not reveal, during and after expiry of a Project, any confidential information received in connection with the Project, and undertake to impose a similar duty of confidentiality on employees, independent contractors and any other persons otherwise engaged by You and SDscope, respectively, who participate in the Project.

SDscope provides a feedback and rating system where Mentees may evaluate Mentors and Services in general publicly. While we do not monitor or censor these opinions or investigate any remarks posted by Mentees for accuracy or reliability, we reserve the right to delete ratings and feedback as SDscope considers appropriate. You agree not to falsify feedback or manipulate a Mentor by threatening to give them negative remarks and/or ratings, or to post defamatory or illegal material.

You agree to indemnify and hold harmless SDscope and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys’ fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms.

You agree that under no circumstances shall SDscope be liable to you or any other party for any indirect, incidental, consequential, exemplary or punitive damages regardless of the theory of liability, and even if SDscope was informed of the possibility of such damages, resulting from or relating to your participation as a Mentee, the performance of any services by SDscope, the processing of personal data by you, or the business operations of SDscope, unless due to gross negligence or willful misconduct. The maximum liability of SDscope and its Mentors arising from or related to any conduct in connection with these terms and conditions shall under no circumstances exceed the fees paid by you to SDscope hereunder for the relevant project.

Any dispute, controversy or claim, whether in tort, contract, or otherwise, that arises from or relates to these Terms, including whether the claims asserted are arbitrable, shall be exclusively and finally settled by an arbitration held in Harare, Zimbabwe, in English language under the rules of the Africa Institute of Mediation and Arbitration (AIMA) in effect from time to time. The arbitrator may not, under any circumstance, grant a remedy inconsistent with or in violation of the limitation of liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court of law in the Republic of Zimbabwe. Each party is responsible for its own legal fees regardless of the outcome of the arbitration, and the arbitrator may not include the payment of attorneys’ fees or other expenses as a part of any award. You hereby agree to irrevocably and unconditionally give up any rights to litigate claims in a court or before a jury or to participate in a class action or representative action with respect to a claim. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration).

In the event that you breach, or threaten to breach, any of the obligations contained in the terms of use of our websites or these Terms you agree that SDscope and/or its Mentor(s) will be entitled to an injunction to prevent your prospective or continuing breach and to maintain the status quo pending arbitration provided for above.

The invalidity or unenforceability of any provision of these Terms shall not for those reasons alone affect the validity or enforceability of any other provision of these Terms; the invalid or unenforceable provision shall be severed, and the remaining provisions shall be enforced.

The term of a Project commences on the date of acceptance Mentor by Mentee and continues in effect until the earlier of its termination or completion. Both You and SDscope may terminate a Project in writing at any time, with or without cause, effective immediately upon written notice to the other party. Upon Your termination of a Project, You will not recover any payments made to SDscope unless (i) the termination is due to SDscope’s material breach of these Terms and/or the Project, in which case SDscope shall return payments related to the part of the Services which has not yet been completed, or (ii) agreed upon with SDscope in writing. Upon SDscope’s termination of a Project or Your termination due to SDscope’s material breach of these Terms and/or the Project, SDscope shall return payments related to the part of the Services which has not yet been completed, unless (i) the termination is due to Your material breach of these Terms and/or the Project, in which case You will not recover any of the payments made, or (ii) agreed upon with SDscope in writing.

Terms relating to privacy, confidentiality, non-solicitation, intellectual property, indemnification, limitation of liability, arbitration, payment, and governing law and venue shall survive any termination or expiration of these Terms.

These Terms, as well as any claims arising from or related thereto, whether in tort, contract or otherwise, are governed by the laws of the Republic of Zimbabwe.

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