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

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") to tap into the first-hand knowledge and skills of successful, experienced, and highly competent experts (each a "Mentor", and collectively, "Mentors", “you”, “your”, “yours”) 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.

You may only participate as a Mentor 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 Mentees; (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 engagement (“Project”) that would result in a violation of any of the conditions above or if you find that the mentee does not cooperate or is otherwise wasting your time. 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 Mentee works for 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 Mentee 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 Mentees; (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 Mentee’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 Mentees without Our prior written consent.

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 and up-to-date biographical information including your current job status, at least two years of employment history and any conflicts or restrictions on your ability to participate in certain Projects, and to promptly update that information as it changes. We may create your profile based on information provided by you or other sources; however, you are solely responsible for ensuring its accuracy. You understand that SDscope, Mentees, and SDscope's third-party partners may and will rely on the information provided in your profile.

You agree that SDscope may, at its own discretion, verify the information you provide, as well as check for any criminal history, including through a third-party service.

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, create your profile, provide you with opportunities to participate in Projects, administer compliance policies and procedures, to comply with applicable laws and Mentee compliance policies, 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.

We make no representation regarding the frequency, quantity, or type of invitations to Projects you will receive or in which you will be chosen to participate. You shall either accept or decline an invitation to participate in a Project within 24 hours of issuance and schedule any project you accept within 5 days of the invitation. Your participation in Projects is entirely at your discretion. We expect you to perform all Projects in a timely, diligent and professional manner consistent with highest industry practice. You shall only accept Projects with Mentees individually arranged or explicitly approved by Us. You are not eligible for payment from Us for any Project with a Mentee that was not 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 participate in any Project without Our prior written consent. You will be compensated only for preparation time and the time you spend interacting with a Mentee on a project and at your agreed rate. You will not be compensated for wait time, or time set aside if a project with a Mentee does not materialize unless otherwise agreed in writing by us or stated in the Project invitation. You understand and agree that certain Mentees may elect to record and/or transcribe your interactions with them without prior notice and that We will have no access to or control over any such recording or transcription. Mentees are not authorized to expand the scope of a Project except with Our written authorization.

You agree that, for Mentees 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 Mentee, you will not circumvent Us by knowingly soliciting projects from or proposing or agreeing to any kind of mentoring arrangement with such Mentee, without Our written permission. You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment any employee of SDscope or any Mentees to whom you were first introduced by Us.

You represent that you own or have obtained any necessary permissions or licenses for any materials, regardless of format, that you provide to Us, Mentees or third parties, whether orally or in writing, (collectively "IP"), in connection with your performance of a Project. You are solely responsible for your content, and you agree not to submit content that is unlawful, threatening, defamatory, profane, deceptive, misleading, infringes on the rights of another, or otherwise violates these Terms. You hereby assign, convey, and transfer to Mentee all right, title and interest in and to IP that you create in connection with a Project for the Mentee, and agree that such IP shall be solely owned by the Mentee. The Mentee may use such IP for any purpose permitted under applicable law and that Mentee’s agreement with Us. You agree that any inventions, discoveries or improvements that are based in any way on any IP you create for a Mentee in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Mentee. You agree to automatically grant Mentee a perpetual, world-wide, royalty-free, and transferable license to use any IP that you share or otherwise provide to a Mentee in connection with a Project. Any IP you created independently of, or prior to, any Project remains your property; however, you grant the Mentee a perpetual, world-wide, royalty-free, and transferable license to use any part of the IP you transmit to a Mentee in connection with a Project. You further agree that each Mentee is free to use any ideas, concepts, know-how, or techniques contained in any IP you transmit to that Mentee for any purpose whatsoever, including, but not limited to, developing, manufacturing, marketing and selling products and services using such information. Any inventions, discoveries or improvements that are based in any way on any IP you create for a Mentee in the course of a Project, and all intellectual property rights in such inventions, discoveries, or improvements, shall be owned solely and entirely by the Mentee. You further agree that any recording and/or transcription of your interactions with a Mentee are owned by the Mentee and may be used by such Mentee and SDscope for any purpose permitted under that Mentee's agreement with Us. You agree that SDscope, Mentees or our agents may record and/or transcribe your image and/or voice (Recordings) during such events as a live meeting, webcast, conference call, conference, or interview, and that, by default, SDscope (or if applicable, the Mentee who records their Projects as facilitated by Us) owns the Recordings and has the exclusive right to attribute such Recordings to you and to use, distribute, sell, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display the Recordings, in whole or in part, in original form or as edited or modified by Us, in any language or form, for any purpose. You hereby grant Us a perpetual, world-wide, royalty-free, transferable, and exclusive license to use, distribute, reproduce, publish, reprint, modify, adapt, sublicense, and publicly display such Content, in whole or in part, in original form or as edited or modified by SDscope, in all languages and forms, for any commercial or noncommercial purpose, any Recordings or IP you submit to Us, unless otherwise agreed in writing. You release Us, our officers, directors, contractors, agents and Mentees from any claim, liability, or action in law, including any claims for defamation, copyright infringement, or invasion of privacy, arising in connection with your IP. You agree to indemnify, defend, and hold harmless SDscope and its Mentees from and against any third party claim that your IP or its use infringes upon any patent, trademark, copyright, trade secret, or other intellectual property right. You shall render all reasonable assistance to the Mentee for the protection and utilization of its IP rights, including, without limitation, the signing of all necessary documents.

You will be paid based on the applicable rate, as agreed by you and Us, unless otherwise agreed in writing by Us or as specified in the Project invitation. You may change your consulting fee rate only upon written notice to us and the new rate shall be applicable only to Projects that occur after our receipt of your written notice and our agreement to the new fee rate. For Projects for which you charge time-based fees you will be compensated for the total number of minutes spent on the consultation with Mentees; any partial minutes will be rounded down to the nearest whole minute. Payments will be made following the completion of your Project engagement, typically within 15 days following your request for such payment. However, we reserve the right to combine any payments due to you. You must submit invoices for payment within 30 days of completion of a Project, unless otherwise agreed in writing. You agree that all fees imposed on you by any banking institution to process any payment from Us are your sole responsibility. You also agree that you are solely responsible for paying any applicable taxes in your jurisdiction on payments you receive from Us, in accordance with applicable law and, if applicable, you agree to provide Us evidence of such tax payments upon Our request.

In the event that a Mentee disputes your request for payment or the quality of your work on a Project, We may withhold payment until such dispute is resolved. You agree that in the event of any such payment dispute, We have the sole and final authority to resolve such dispute in Our reasonable discretion, and you agree to be bound by our decision. You also agree that you forfeit your right to payment for a Project in part or in full, according to our sole discretion, if you have violated these Terms. Your payment may not be withheld if you terminate a mentoring Project in which the Mentee does not cooperate or is otherwise wasting your time, provided you inform Us and the Mentee in writing and provide evidence in the form of a communication trail.

You understand and agree that you: (i) are a non-agent independent contractor of SDscope or its Mentees; (ii) you have no authority to act or speak on Our behalf or to represent that you have any such authority; (iii) are not an employee of SDscope or its Mentees and, as such, are not eligible for any SDscope or Mentee employment benefits based on your participation in the Services; (iv) shall not identify yourself as an employee of SDscope or any of its Mentees; (v) are joining the Services in your individual capacity and not as an agent or representative of any entity or individual, unless otherwise agreed in writing between SDscope and such entity or individual; and (vi) are personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided in connection with the Services.

You agree to keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all “Confidential Information” (as defined below) that is disclosed to or known by you because of your participation in the Services until such time as the Confidential Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by SDscope in connection with a particular Project. “Confidential Information” includes any and all non-public information concerning or relating to SDscope, its Mentors, its agents or its Mentees, including, but not limited to, (i) the identity of Mentees; (ii) information about Projects such as Project invites and lists to which you are granted access; (iii) questions posed by any Mentee and the topics discussed; (iv) information or materials provided to you by Mentee and opinions expressed; or (v) work commissioned by SDscope or any Mentee. You also agree not to list Mentees or work you may have done in connection with a Project on your resume, website, or any business networking profile; however, you may list that you have participated as a Mentor in SDscope's Services.

You agree to promptly return or destroy all Confidential Information in your possession upon request by SDscope or the applicable Mentee. If you are required to disclose Confidential Information by order of a court or other governmental or legal body (or have notice that such an order is being sought), you agree to promptly notify Us, unless prohibited from doing so by the express terms of a government subpoena or court order, and to fully cooperate with Us in protecting such information to the extent permitted under applicable law.

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 Mentor, the performance of any services by you as a Mentor, the processing of personal data by you, or the business operations of SDscope. The maximum liability of SDscope and its Mentees arising from or related to any conduct in connection with these terms and conditions shall under no circumstances exceed the fees paid by SDscope to you hereunder for the relevant project. SDscope agrees not seek to impose on you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services hereunder as a Mentor, so long as such damages do not relate to or arise out of your failure to comply with these Terms, including the guidelines and restrictions contained herein, or conduct or activity that constitutes gross negligence, intentional misconduct or violates any applicable law. You are solely responsible for your actions. SDscope shall have no obligation to defend you, provide you with legal counsel, or pay legal costs and expenses on your behalf.

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 Mentee(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.

You have the right to terminate your participation in the Services at any time upon written notice to Us, subject to your obligation to complete Projects for which you are engaged. You also have the right to terminate any mentoring Project without penalty if you find that the Mentee does not cooperate or is otherwise wasting your time, informing Us and the Mentee in writing and providing evidence, e.g., emails showing mentee's lack of cooperation. We have the unlimited right to terminate or limit your participation in the Services at any time and for any reason without providing notice.

Terms relating to privacy, confidentiality, non-solicitation, intellectual property, indemnification, limitation of liability, arbitration, 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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