Updated: July 13, 2021
Shearwater International Inc. (d/b/a “Mentor Collective,” “we,” “us”) owns and operates the Mentor Collective platform (the “Site”). We offer a platform which has been purchased by your affiliated college, university, or other organization (“University,” “College,” “Partner,” “Organizational Partner,” “Institution”). to support students, alumni, professionals, institutions, and organizations with the nuanced, complex challenges around mentorship, student and professional success, and career readiness. We take the information you provide us and offer several related services (“Services”).
We have designed our Services to meet the needs of various types of users of our Site and/or our Services. You may be any one or more of the following types of Users, depending on how you are using the Services at any particular time:
Account Administrator. An Account Administrator is a person assigned by an Institutional or Organizational Partner or Recipient who manages the access for his or her Institutional or Organizational Partner and authorizes other Account Administrators, as well as in certain cases assigns and manages accounts of Mentors and Mentees associated with such Institutional or Organizational Partner.
Mentee. A Mentee is a student, alumnus, employee, faculty member, or other person who agrees to a Mentorship for their own benefit through our Services. As a Mentee you may receive your account through an association with an Institutional or Organizational Partner.
Mentor. A Mentor is a student, alumnus, employee, faculty member, or other person who agrees to be a Mentor Collective trained Mentor for their own benefit through our Services. As a Mentor, you may receive your account through an association with an Institutional or Organizational Partner.
Subject to the terms and conditions of our Agreement with you or your employer, and payment of any applicable fees, the Services include a suite of data visualization, collaboration and content, and engagement tools designed to empower people to realize their full potential through mentorship. We may, in our sole discretion, change or discontinue any features of the Services at any time and without liability to you.
Intellectual Property Rights
You acknowledge that all Service trademarks, service marks and logos are owned by or licensed to Mentor Collective and are protected by copyright and other intellectual property rights, and that you have no rights to transfer or reproduce the Services, or prepare any derivative works with respect to, or to disclose confidential information pertaining to, the Services. This agreement is not a sale and does not convey any rights of ownership in or related to the Service or Intellectual Property owned by Mentor Collective to you.
Mentor Collective represents and warrants that it owns or has the right to use all intellectual property required to provide the Services, including but not limited to any necessary trademark, copyright or patent rights. All right, title and interest in Mentor Collective’s software solutions, tools and any other Mentor Collective materials furnished or made available hereunder, including, but not limited to all books, manuals, and reports produced or provided by Mentor Collective in connection with the Services, and all modifications and enhancements thereof, and all suggestions, ideas and feedback proposed by you regarding such solutions, tools, aggregated data, materials or the Services, if any, including all copyright rights, patent rights and other intellectual property rights in each of the foregoing, belong to and are retained solely by Mentor Collective or its licensors and providers, as applicable. All rights not granted in this agreement are reserved by Mentor Collective.
You are solely responsible for all information, data, text, messages, inquiries, images or other materials that you send, upload, post, publish or display (hereinafter, “upload”), or have uploaded, on the Mentor Collective Site or related Services, or that you authenticate and permit Mentor Collective to upload, or have authenticated and permitted Mentor Collective to upload, to Mentor Collective Services, including through the integration and use of your Mentor Collective Services account, or that you email or have emailed via Mentor Collective Services (collectively, “User Content”). Mentor Collective reserves the right to investigate and take appropriate legal action against anyone who, in Mentor Collective’s sole discretion, violates this provision, including without limitation, removing content from the Site, suspending or terminating the account of such violators, and reporting you to the law enforcement authorities. You waive and hold harmless Mentor Collective from any claims resulting from any action taken by Mentor Collective during, or taken as a consequence of, investigations by either Mentor Collective or law enforcement authorities engaged to investigate inappropriate
User Content. You agree to not use Mentor Collective Services to:
email, send, or otherwise upload any content that: (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, or ethnically or otherwise objectionable; or (vii) in our sole judgment is objectionable or which restricts or inhibits any other person from using or enjoying Mentor Collective Services, or which may expose Mentor Collective or its users to any harm or liability of any type;
interfere with or disrupt Mentor Collective Services or servers or networks connected to Mentor Collective Services;
violate any applicable local, state, national, or international law, or any regulations having the force of law;
impersonate any person or entity;
falsely state, impersonate or otherwise misrepresent your affiliation with a person, entity, company, or educational or post-graduate institution;
solicit personal information from anyone under the age of 18, or send invitations to use Mentor Collective Services to individuals under the age of 18;
harvest or collect email addresses or other contact information of other users from Mentor Collective Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal or illegal activity or enterprise; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through Mentor Collective Services.
License to User Content
By uploading (or permitting Mentor Collective to upload), or having previously uploaded (or permitted Mentor Collective to upload), any User Content or authorizing, or having previously authorized, Mentor Collective’s access through Mentor Collective Services, you hereby (a) authorize Mentor Collective to pull information made available through Mentor Collective Services and (b) grant to Mentor Collective, and its affiliates a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly or indirectly through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content, in connection with the operation or improvement of Mentor Collective Services; the development of new products and services; and the promotion, advertising, or marketing of the foregoing, in any form, medium, or technology now known or later developed. Mentor Collective and its affiliates may also derive statistical and usage data relating to your User Content and/or your use of Mentor Collective Services (“Statistical Data”). Mentor Collective may use the Statistical Data for any purposes, including combining it with or into other data and information available, derived or obtained from other customers, licensees, users, or other sources. In addition, for the avoidance of doubt, Mentor Collective may use any publicly available data or data that is already in Mentor Collective’s or its affiliates’ control, regardless of whether such data qualifies as User Content hereunder, for any purposes permitted by applicable law.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about Mentor Collective Services (collectively, “Submissions”), provided by you to Mentor Collective are non-confidential and Mentor Collective will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
Preservation, Disclosure, and Removal of User Content
You acknowledge and agree that Mentor Collective may only preserve User Content for such limited purposes as provided to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Mentor Collective, users of Mentor Collective Services, and the general public. Except for those reasons as listed herein, all User Content shall be deleted within thirty (30) days upon termination of an agreement between Mentor Collective and Institutional or Organizational Partner. You understand that the technical processing and transmission of Mentor Collective Services, including your content, may involve transmissions over various networks and changes to conform and adapt to the technical requirements of connecting networks or devices. In addition, Mentor Collective has the sole right to remove any User Content from Mentor Collective Services that it believes in its sole discretion is in violation of this Agreement or is otherwise inappropriate in any way.
No Liability for Third-Party Content
Under no circumstances will Mentor Collective be liable in any way for any content uploaded by third parties or at the direction of users of Mentor Collective Services, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any content uploaded or emailed via Mentor Collective Services. You acknowledge that Mentor Collective may not pre-screen content, but that Mentor Collective and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via Mentor Collective Services. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
The Sites may contain links to third-party web sites (“External Sites”). These links are provided solely as a convenience to you and not as a referral or endorsement by us of any other entity or the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites.
We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer or device from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk.
Certain elements of Mentor Collective Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without the express written consent from Mentor Collective for each and every instance.
Repeat Infringer Policy
Mentor Collective, in its sole discretion, may limit or terminate access to Mentor Collective Services for users who are deemed to be repeat infringers. Mentor Collective may also in its sole discretion limit or prevent access to Mentor Collective Services by any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Mentor Collective acknowledges that all books, manuals, reports and other materials produced in connection with the Services or pursuant to this agreement, together with any and all information disclosed to Mentor Collective are hereby acknowledged to be the exclusive property of the Customer, unless and to the extent that the parties agree otherwise, as evidenced in writing and included as a part of the Agreement.
In order to register for membership with the Services, you represent and warrant that you have the legal authority to sign up for an account, under the direction of an Institutional Partner, Organizational Partner, or Recipient under Agreement with Mentor Collective. During registration, you will be required to provide us with certain information in order for us to allow you to complete the registration process and to use certain features and functions of the Services. You agree that you will register only on your own behalf, give us current, complete, truthful and accurate information about you and keep the information up to date.
Institutional Partner, Organizational Partner, or Recipient and Registered User Responsibilities
Registered Users and Log-In Credentials
We refer to all Users other than Visitors as “Registered Users”. To become a Registered User, you must provide your name and email address (either directly to us, or we may receive it from an Institutional or Organizational Partner). For those Institutional Partners, Organizational Partners, and Recipients that do not enable federated identity management such as Single Sign-On (SSO), Registered Users must also select a password. Your email address and password are referred to collectively as your “Log-In Credentials”).
Registration data and certain other information about you are governed by the Privacy Policies. If you are under 13 years of age, you are not authorized to use our Services, with or without registering. In addition, if you are under 16 years old, you may use our Services, with or without registering, only with the approval of your parent or guardian and the Institutional or Organizational Partner.
Responsibilities and Restrictions
You may not transfer or share your Log-In Credentials with any third parties. You acknowledge and agree that we rely on Log-In Credentials to know whether Registered Users accessing the Site and using our Services are authorized to do so. If someone accesses our Site or Services using your Log-In Credentials, you authorize us to rely on the Log-In Credentials and to assume that it is you who is accessing the Site and Services. You are solely responsible for any and all use of your Log-In Credentials and all activities that occur under or in connection with your Log-In Credentials or account. You agree to be responsible for any act or omission on the Site or Services conducted under your Log-In Credentials. You agree not to register for an account on behalf of an individual other than yourself, or register for an account on behalf of any group or entity (except if you are an Account Administrator, in which case you may register for another person to the extent permitted within the Services but you agree to never use the Log-In Credentials of another person). You represent to us that all information in your account profile is true, accurate, current and complete, and you agree to maintain and promptly update such information to keep it true, accurate, current and complete prior to each use of the Services. If we have a reasonable belief or suspicion that such information is not true, accurate, current, or complete, we may deny or terminate your access to the Site or Services (or any portion thereof).
Registered Users shall: (i) maintain the confidentiality of their Log-In Credentials; (ii) notify Mentor Collective immediately of any known or suspected unauthorized access or use of any Log-In Credentials or account or any other known or suspected breach of security; (iii) report to Mentor Collective immediately and use reasonable efforts to stop immediately any known or suspected use of the Service inconsistent with the terms of the License provided herein; (iv) assure that their use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data collection, use, disclosure and privacy; international communications; and the exportation of technical or personal data; (v) assure that use of the Service shall at all times conform to the terms and conditions of this agreement; and (vi) not impersonate another user of the Service or provide false identity information to gain access to or use the Service.
Confidentiality of Student Records
Response to Legal Requests for Data
Mentor Collective’s Customers retain ownership and control of all their personally identifiable student data that Mentor Collective maintains. At no point is Mentor Collective the owner of such data, nor at any point does Mentor Collective control such data. In the event that Mentor Collective receives a court or other law enforcement request, including but not limited to an administrative subpoena or judicial warrant, for access to, use of, or inspection of Customer data, including Customer’s student data, wherever legally permissible, Mentor Collective will not act directly on such request, but will instead promptly refer such requests directly to Customer. To the extent Mentor Collective is legally required to provide the information requested prior to or in addition to such referral, wherever legally permissible Mentor Collective will promptly notify the Customer of the request and its intent to comply with the request.
Our company information security program is aligned with industry standards. As such, security measures to maintain the confidentiality, security, and integrity of the data entrusted to Mentor Collective have been deployed. These security measures, both technical and procedural, are continuously being monitored, tested, evaluated, and improved. We deploy commercially reasonable security precautions intended to protect against unauthorized access to any of our Customer data. We store data in secure server and cloud-based environments that use firewalls, VPNs, event logging, and other industry-standard protections in an effort to monitor and prevent access from outside intruders. We also encrypt the data in transit, require unique account credentials, and limit data access. Not all security risks are reasonably foreseeable, however, and Mentor Collective is not responsible for the consequences of security incidents that are not reasonably foreseeable and not reasonably within its control.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. EXCEPT FOR ANY EXPRESS WARRANTY PROVIDED HEREIN, MENTOR COLLECTIVE AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT, AND ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.
MENTOR COLLECTIVE ASSUMES NO RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS ON THE SERVICES, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE SERVICES’ ACCESSIBILITY, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES, ANY CONDUCT BY OTHER USERS ON THE SERVICES, OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR SERVERS.
Limitation of Liability
(a) YOU UNDERSTAND AND AGREE THAT THE MENTOR COLLECTIVE SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR MENTOR COLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OF OR INABILITY TO USE THE SERVICE; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (5) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL MENTOR COLLECTIVE’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT EXCEED TWENTY-FIVE US DOLLARS ($25.00) IN TOTAL.
(b) YOU UNDERSTAND AND AGREE THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT OR OTHERWISE OBJECTIONABLE. UNDER NO CIRCUMSTANCES SHALL MENTOR COLLECTIVE BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE.
(c) MENTOR COLLECTIVE ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
Applicable Law; Jurisdiction and Venue
We control our Services from our offices within the United States. We make no representation that the Content on our Services is appropriate, legal or available for use in other locations. Those who choose to access our Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of United States export laws and regulations. Any claim relating to our Services, the services provided through our Services or the Content shall be governed by the laws of the Commonwealth of Massachusetts, without reference to its choice of law provisions. If there is a dispute between you and us, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in Boston, Massachusetts.
Updates to These Terms
Neither party will by mere lapse of time without giving notice or taking other action hereunder be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of this Agreement.
Updated: July 13, 2021