iMentor Interactive Terms of Use

Last Updated: September 27, 2010

The iMentor Interactive software application (together with all Services (as defined below), “iMi”) is operated by iMentor, Inc. (“we,” “us”). iMi allows users to access and use a proprietary interactive mentoring program, including information, images, videos, forums, text, data and other similar content (such program, content and services, collectively, the “Services”). Except as provided otherwise by us in this Agreement or on iMi, your use of iMi is governed by these Terms of Use (this “Agreement”), regardless of how you access the Site (including through the Internet, through Wireless Access Protocol (commonly referred to as “WAP”), through a mobile network, or otherwise). Please note that this Agreement does not govern your use of the iMentor, Inc. website; the Terms of Use applicable to your use of the iMentor, Inc. website is located at http://www.imentor.org/terms-of-use

Please also note that you may be accessing iMi to participate in a mentoring or other program operated by one or more third parties (“Program Operators”); iMi has no responsibility for (a) the acts or omissions of such Program Operators or (b) any programs operated by such Program Operators. Program Operators may impose additional terms and conditions governing your participation in their programs.

1. Acceptance of Terms. By using the iMi, you agree to the terms of this Agreement and to any additional rules and guidelines that we post on iMi. We may make changes to this Agreement from time to time; we may notify you of such changes by any reasonable means, including by posting the revised version of this Agreement on iMi. You can determine when we last changed this Agreement by referring to the “LAST UPDATED” legend above. Your use of iMi following changes to this Agreement will constitute your acceptance of those changes. We may, at any time, modify or discontinue all or part of iMi; charge, modify or waive fees required to use the Site; or offer opportunities to some or all iMi users.

2. Jurisdiction. iMi is controlled and/or operated from the United States, and is not intended to subject us to non-U.S. jurisdiction or laws. iMi may not be appropriate or available for use in some jurisdictions outside of the United States. If you access or use iMi, you do so at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit iMi’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

3. Information That You Submit. With respect to personally identifiable information that you submit to us in connection with iMi, our collection and use of such information will be governed by our Privacy Policy, which is located at http://www.imentor.org/privacy-policy (the “Privacy Policy”). Further, to the extent that you submit any personally identifiable information to any third party (for example, a service provider) in connection with iMi, such third party’s collection and use of such information may be governed by its privacy policy, and not by our Privacy Policy (in any event, we are not responsible for the information collection and usage practices of third parties). You agree that all information you provide to us is true, accurate and complete, and you will maintain and update such information regularly. If you choose to make any of your personally identifiable or other information publicly available on iMi, you do so at your own risk.

4. Rules of Conduct. In using iMi, you agree to obey the law, respect the rights of others and avoid objectionable, defamatory or disruptive behavior. In addition, you will comply with the Rules of Conduct set forth in this section; we may terminate your use of the Site for any conduct that we consider to be inappropriate. You agree that you will not:

Post, transmit, or otherwise make available, through or in connection with iMi:
- Anything that is or may be (a) threatening, harassing, degrading, hateful or intimidating; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, pornographic, inappropriate or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right.
- Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
- Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
- Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation.
- Any material, non-public information about a company without the proper authorization to do so.
Use iMi for any fraudulent or unlawful purpose.
Use iMi to defame abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information about other users of the Site.
Impersonate any person or entity, including any of our representatives; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make.
Interfere with or disrupt the operation of iMi or the servers or networks used to make iMi available; or violate any requirements, procedures, policies or regulations of such networks.
Restrict or inhibit any other person from using iMi (including without limitation by hacking or defacing any portion of iMi).
Use iMi to advertise or offer to sell or buy any goods or services without our express prior written consent.
Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to iMi.
Except as expressly permitted by applicable law, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Site.
Remove any copyright, trademark or other proprietary rights notice from iMi or materials originating from iMi.
Frame or mirror any part of iMi without our express prior written consent.
Create a database by systematically downloading and storing iMi content, except as specifically authorized by iMi in writing.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather iMi content or reproduce or circumvent the navigational structure or presentation of iMi without our express prior written consent.

Additionally, you acknowledge and agree that you (and not us) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use iMi, and paying all charges related thereto.

We may terminate your license to use iMi for any conduct that we consider to be inappropriate, or for your beach of this Agreement, including the Rules of Conduct.

5. Registration. You need to register to use part(s) of iMi. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you are responsible for any use of your user name and password, and you agree to promptly notify us of any confidentiality breach or unauthorized use of your user name and password, or your iMi account.

6. Limited Software License Grant. Subject to the terms and conditions of this Agreement, we hereby agree to permit you, on a non-exclusive, revocable, non-transferable, non-sublicensable, limited basis, to use iMi; provided that your use of iMi is solely (i) for your personal use and for non-commercial purposes; (ii) in accordance with the intended use of iMi; and (iii) in accordance with each of the restrictions and limitations set forth in this Agreement (and any further restrictions and limitations adopted by us from time to time in connection with iMi. If you fail to comply with any of the terms or conditions set forth in this Agreement, this Agreement (including the grant of permission to use iMi hereunder) will automatically terminate, whereupon you shall immediately cease accessing or otherwise using iMi. You are solely responsible for any violation of any applicable laws that results from your failure to abide by the terms of this Agreement.

7. Restrictions on Use. Without limiting the generality of Section 6 above, you shall not (i) rent, lease, timeshare, license, distribute, sublicense or otherwise transfer iMi (as a standalone product or in conjunction with other products); (ii) make copies of iMi or any portion thereof (except as necessary to use iMi in accordance with this Agreement); (iii) except where applicable law provides otherwise, modify, translate, reverse engineer, decompile or disassemble iMi; (iv) create derivative works of or from iMi; (v) incorporate iMi into any product or service; and/or (vi) use iMi for commercial purposes. All rights not expressly granted hereunder are reserved by us.

8. License. iMi may contain areas where you can post information and materials (each, a “Submission”). For each Submission that you post, you grant to us and our affiliates (collectively, our “Affiliates”) a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license, without compensation to you, to use, reproduce, distribute, create derivative works of, transmit, display and perform such Submission, in any media now known or later developed. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section.

It is possible that iMi users will post information or materials on iMi that are wrong or misleading or that otherwise violate this Agreement. We, our Affiliates and our respective volunteers, licensors, representatives and service providers (collectively, “Associates”) do not endorse and are not responsible for any information or materials made available through iMi or your use of such information or materials.

9. Monitoring. We may (but have no obligation to) monitor, evaluate or alter Submissions before or after they appear on iMi. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose, and in accordance with our Privacy Policy. If you become aware of any unlawful, offensive or objectionable material(s) on iMi (except for material that infringes copyright, which is addressed in Section 18 below), contact us at imisupport@imentor.orgwith your name and address, a description of the material(s) at issue and the URL or location of such materials.

10. Our Proprietary Rights. We, our Affiliates and our respective licensors, suppliers and Program Operators own the information and materials made available through iMi. Such information and materials are protected by copyright, trademark, patent and/or other proprietary rights and laws. Except as expressly authorized in advance by us (or the applicable rights owner, if not us), you agree not to reproduce, modify, rent, lease, loan, sell, distribute or create derivative works based on, all or any part of iMi or any information or materials made available through iMi.

Our trade names, trademarks and service marks include, without limitation, “iMentor,” “iMentor Interactive,” “iMi” and any associated trade names, trademarks, service marks and logos. All trademarks and service marks on iMi not owned by us are the property of their respective owners. You may not use our trade names, trademarks and service marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on iMi should be construed as granting any license or right to use any trade names, trademarks or service marks without express prior written consent of the owner.

PLEASE NOTE THAT UNAUTHORIZED USE OF ANY SERVICE OR PRODUCT, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE USED BY THE SERVICES, MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, (INCLUDING, WITHOUT LIMITATION, POSSIBLE MONETARY DAMAGES), INCLUDING, WITHOUT LIMITATION, FOR COPYRIGHT INFRINGEMENT.

11. Links. iMi may provide links to other web sites and online resources. We and our Affiliates and Associates are not responsible for and do not endorse such external sites or resources. Other sites may link to iMi with or without our authorization, and we may block any links to or from iMi. YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES IS AT YOUR OWN RISK.

We may also link to other pages which are affiliated with us but are operated by a third party (each, an “Affiliated Page”). Your use of an Affiliated Page will be subject to such Affiliated Page’s user agreement and privacy policy, not this Agreement or our Privacy Policy. You acknowledge and agree that we are not, and will not be, responsible or liable for any Affiliated Page’s services, site or any acts or omissions of an Affiliated Page operator.

12. Limitations of Liability and Disclaimers. “iMi” AND ALL SERVICES, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH “iMi” ARE PROVIDED TO YOU "AS IS” WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE AND OUR AFFILIATES AND ASSOCIATES DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS WITH RESPECT TO “iMi” AND ALL SERVICES, PROGRAMS, INFORMATION AND MATERIALS MADE AVAILABLE THROUGH “iMi,” INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY PARTICULAR SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH “iMi,” AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO ENSURE THAT ANY SOFTWARE OR HARDWARE YOU USE WILL FUNCTION CORRECTLY WITH “iMi.” YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF “iMi,” INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH “iMi.” WE AND OUR AFFILIATES AND ASSOCIATES ARE NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY IN CONNECTION WITH, ANY PROGRAM OPERATOR AND/OR ANY ACTS OR OMISSIONS OF ANY PROGRAM OPERATOR.

WE AND OUR AFFILIATES AND ASSOCIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH “iMi,” NOR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF “iMi,” OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, WE AND OUR AFFILIATES AND ASSOCIATES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF “iMi” OR FROM ANY INFORMATION OR MATERIALS ON “iMi.” YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH “iMi” IS TO STOP USING “iMi.” OUR MAXIMUM LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID BY YOU TO US TO ACCESS AND USE “iMi.”

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

While we try to maintain the security of iMi, we do not guarantee that iMi will be secure or that any use of iMi will be uninterrupted. Additionally, third parties may make unauthorized alterations to iMi. If you become aware of any unauthorized third-party alterations to iMi, contact us at imisupport@imentor.org with a description of the material(s) at issue and the URL or location of such materials.

13. Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless us, our Affiliates and our Associates, from and against all claims, losses, costs and expenses (including attorneys fees) arising out of (a) your use of, or activities in connection with, iMi or (b) any violation of this Agreement by you.

14. Termination. This Agreement is effective until terminated. We may, at any time and for any reason, terminate your access to or use of: (a) iMi, (b) your user name and password or (c) any files or information associated with your user name and password. If we terminate your access to iMi, you will not have the right to bring claims against us, our Affiliates or our Associates with respect to such termination. We, our Affiliates and our Associates shall not be liable for any termination of your access to iMi or to any such information or files, and shall not be required to make such information or files available to you after any such termination. We may take steps that we believe are appropriate to enforce or verify compliance with any part of this Agreement (including our right to cooperate with any legal process relating to your use of iMi or any third-party claim that your use of iMi is unlawful or infringes such third party’s rights). Sections 2, 6-15, 18, 19 and 21shall survive any expiration or termination of this Agreement.

15. Governing Law; Dispute Resolution. You hereby agree that this Agreement (and any claim or dispute arising in connection with this Agreement or your use of iMi) is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and you consent to the exclusive jurisdiction of the federal and state courts located in New York, New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections thereto.

You further agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement. You agree that any unauthorized use of iMi or any related software or materials, would result in irreparable injury to us, our Affiliates or our Associates for which money damages would be inadequate, and in such event we, our Affiliates or our Associates, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this section or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that we, our Affiliates or our Associates may have under separate legal authority, including, without limitation, any claim for intellectual property infringement.

16. Filtering. Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at: http://kids.getnetwise.org/and http://onguardonline.gov/. Please note that we do not endorse any of the products or services listed at these sites.

17. Information or Complaints. If you have a question or complaint regarding iMi, please feel free to contact us via e-mail at imisupport@imentor.org. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us. You may also contact us at:

Erica Goldman, Managing Director of iMentor Interactive

c/o iMentor, Inc.

30 Broad Street, 9^th Floor

New York, NY 10004

18. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on iMi infringe your copyright, you (or your agent) may send us a notice requesting that we remove the material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov for details. Notices and counter-notices should be sent to:

Waine Tam

c/o iMentor, Inc.

30 Broad Street, 9th Floor

New York, NY 10004

Telephone Number: (212) 461-4330

Fax Number: (212) 461-4331

Email: wtam@imentor.org

We suggest that you consult your legal advisor before filing a notice or counter-notice.

19. Ability to Enter Into This Agreement. By using iMi, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

20. Contact Us. If you have any questions regarding the meaning or application of this Agreement, please direct such questions to imisupport@imentor.org. E-mail communications are not necessarily secure, so please do not include credit card information or other sensitive information in any e-mail to us.

21. Miscellaneous. This Agreement does not create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and us. If any provision of this Agreement is found to be unenforceable, that provision will not affect the validity and enforceability of any other provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement hereby incorporates by this reference any additional terms and conditions that we post on iMi and any applicable member licensing agreement. Except as otherwise expressly stated herein, this Agreement is the entire Agreement between you and us relating to your access and use of iMi and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and us relating to such subject matter. Notices to you may be made via posting to iMi, by e-mail or by regular mail, in our discretion. We may also provide notice of changes to this Agreement or other matters by displaying such notices or by providing links to such notices. You agree that a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. We will not be responsible for failure to fulfill any obligation due to causes beyond our control. You agree that the content owners who make their content available to us in connection with iMi are third-party beneficiaries under this Agreement with the right to enforce the provisions of this Agreement that directly concern their content. Notwithstanding the immediately preceding sentence, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.