Mentored™ Platform Terms and Conditions

The Mentored™ platform (“Platform”), and the website on which it is hosted (the “Site”), are owned and operated by Mentored, LLC (“Mentored™,” “we,” “our” or “us”). The following Mentored™ Platform Terms and Conditions (“Terms and Conditions”) are inclusive of the Mentored™ Platform Privacy Policy (“Privacy Policy”), and any and all other applicable operating rules, policies, price schedules and other supplemental terms and conditions or documents that may be published from time to time, which are expressly incorporated herein by reference (collectively, the “Agreement”).

You agree to comply with and be bound by the Agreement, in its entirety, when you: (a) access the Site; (b) access the Platform; and/or © register for access to the Platform, which enables users to: (i) access and/or download any of the text, educational material, coursework, audio, video or other content made available by and through the Platform (collectively, “Course Content”) by Mentored’s™ third-party clients (“Platform Sponsors”); and (ii) enroll in the courses, classes and other educational, motivational and life coaching programs (collectively, the “Courses”) as offered by the Platform Sponsors. For purposes of the Agreement, the Site and Platform (other than the Course Content and Courses) shall be referred to, collectively, as the “Mentored™ Offerings”). In order to enroll in a Course, you may be required to enter into a separate agreement with the applicable Platform Sponsor (“Platform Sponsor Agreement”).

By using and/or accessing the Mentored™ Offerings, you agree to comply with and be bound by the Agreement in its entirety. PLEASE REVIEW THE TERMS OF THE AGREEMENT CAREFULLY. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO ACCESS, DOWNLOAD AND/OR USE, AS APPLICABLE, THE MENTORED™ OFFERINGS IN ANY MANNER OR FORM.
THE AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, RELEASES, A CLASS-ACTION WAIVER, AND THE REQUIREMENT TO ARBITRATE ANY AND ALL CLAIMS THAT MAY ARISE HEREUNDER. THE AFOREMENTIONED PROVISIONS ARE AN ESSENTIAL BASIS OF THE AGREEMENT.

NEW JERSEY STATE RESIDENTS ARE ENCOURAGED TO REVIEW THEIR RIGHTS UNDER THE AGREEMENT, AS PROVIDED UNDER THE NEW JERSEY TRUTH-IN-CONSUMER CONTRACT WARRANTY AND NOTICE ACT (“TCCWNA”).

DISCLAIMERS

Please be advised that Mentored™ does not itself provide the Courses and associated Course Content, and the ultimate terms and conditions of any Courses made available via the Mentored™ Offerings will be determined by the applicable Platform Sponsor(s). Please be advised that the Courses and Course Content presented by and through the Mentored™ Offerings are in no way intended as: (a) financial and/or investment-related advice and/or recommendations; (b) medical and/or psychological advice; and/or © any other professional advice, and no element of the Mentored™ Offerings (including the Courses), should be construed as such. The Course Content and Courses made available by and through the Mentored™ Offerings are not a substitute for professional financial, medical, psychological or other professional advice.

Without limiting the foregoing: (i) all health and wellness-related Courses, including associated Course Content, that is made available by and through the Mentored™ Offerings should be discussed and confirmed with your physician or other healthcare provider before adopting any exercise regimen, wellness program or other activity, whether featured by and through the Mentored™ Offerings or otherwise; and (ii) you should always check with your financial advisors to be sure that any investments, advice, products and/or services featured by and through the Mentored™ Offerings (including the Courses and associated Course Content) are appropriate for you.

Reliance on any information made available to you by and through the Mentored™ Offerings, including the Courses and associated Course Content, is solely at your own risk. Mentored™ disclaims any and all liability for any damage or injury based on the Courses, Course Content and/or other information directly or indirectly obtained through the Mentored™ Offerings.

1. SCOPE OF AGREEMENT; MODIFICATION

By using the Mentored™ Offerings, you agree to be bound by, and to comply with, the terms and conditions of the Agreement. If you are dissatisfied with the Mentored™ Offerings for any reason, you agree that your sole and exclusive remedy is to discontinue using the Mentored™ Offerings. The Agreement constitutes the entire and only agreement between you and Mentored™ with respect to your use of the Mentored™ Offerings and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings between you and Mentored™ with respect to the Mentored™ Offerings. We may amend the Agreement from time to time in our sole discretion, without specific notice to you; provided, however, that any amendment or modification to the arbitration provisions, prohibition on class action provisions or any other provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification. The latest Agreement will be posted on the Site, and you should review the Agreement prior to using any of the Mentored™ Offerings. By your continued use of any of the Mentored™ Offerings, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, which shall be governed by the Dispute Resolution Provisions then in effect at the time of the subject dispute). Therefore, you should regularly check the Site for updates and/or changes.

2. REQUIREMENTS

The Mentored™ Offerings are available only to individuals who: (a) are over eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in their jurisdiction of residence); and (b) can enter into legally binding contracts under applicable law (collectively, “Usage Requirements”). The Mentored™ Offerings are not intended for individuals who do not satisfy the Usage Requirements, including individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age in their jurisdiction of residence) and/or individuals who cannot enter into legally binding contracts under applicable law. If a user does not satisfy the Usage Requirements in their entirety, that user does not have permission to access or use the Mentored™ Offerings.

3. NECESSARY EQUIPMENT

You shall be responsible, at all times, for ensuring that you have an Internet connection, computer/mobile device, up-to-date Internet browser versions, a functioning e-mail account, applicable software, applicable hardware and/or other equipment necessary to access the Mentored™ Offerings. Mentored™ does not guarantee the quality, speed or availability of the Internet connection associated with your mobile device and/or computer. Mentored™ does not guarantee that the Mentored™ Offerings can be accessed: (a) on all mobile devices; (b) through all wireless service plans; © in connection with all Internet browsers; and/or (d) in all geographical areas. Standard messaging, data and wireless access fees may apply to your use of the Mentored™ Offerings through your wireless device. You are fully responsible for all such charges and Mentored™ has no liability or responsibility to you, whatsoever, for any such charges billed by your wireless carrier.

4. REGISTRATION; TERMINATION OF YOUR ACCOUNT

In order to register for access to the Platform (an “Account”), including the Courses and Course Content, you must first fully complete the applicable registration form located on the Platform (“Form”). Depending on which Course(s) you are attempting to sign up for, the information that you must supply on the Form may include some or all of the following, as determined by the applicable Platform Sponsor: (a) full name; (b) full mailing address; © telephone number; (d) e-mail address; and (e) any other information requested on the Form (collectively, “Registration Data”).
You are responsible for maintaining the confidentiality of your Account, user name and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur through use of your Account, user name and password.
Mentored™ may cancel your Account and/or terminate your access to the Mentored™ Offerings at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where Mentored™ believes that you are: (i) in any way in breach of the Agreement; and/or (ii) engaged in any improper conduct in connection with the Mentored™ Offerings.

5. COURSE CONTENT

Subject to the terms and conditions of the Agreement, as well as the Platform Sponsor Agreement, as applicable, users that possess the requisite technology and that are approved as Enrollees (as defined below) shall have the opportunity to view, download and/or interact with all or some of the Course Content made available by and/or through the Mentored™ Offerings. Please be advised that the Course Content is provided directly by Platform Sponsors, and not Mentored™. Mentored™ does not control the Course Content provided by Platform Sponsors that is made available by and through the Mentored™ Offerings. Each Platform Sponsor shall be solely responsible for the Course Content posted by her/him/it by and through the Mentored™ Offerings. Mentored™ in no way endorses the Course Content made available by Platform Sponsors by and through the Mentored™ Offerings. The Course Content and other information submitted or made available by Platform Sponsors is not verified or reviewed in any way before it appears on the Site, Platform and/or otherwise by and through the Mentored™ Offerings. Mentored™ does not represent or warrant that the Course Content made available by Platform Sponsors is accurate, complete, valid, instructional, up-to-date or appropriate. The Course Content should not necessarily be relied upon. You agree that Mentored™ shall have no obligation, and incur no liability to you, in connection with any Course Content made available by Platform Sponsors. You understand and agree that Mentored™ will not be responsible for, and Mentored™ undertakes no responsibility to monitor or otherwise police, Course Content provided by Platform Sponsors. You may find certain Course Content to be outdated, harmful, inaccurate and/or deceptive. Please use caution, common sense and safety when using the Course Content.

6. COURSES

Subject to the terms and conditions of the Agreement, as well as the Platform Sponsor Agreement, as applicable, users that possess the requisite technology and that are approved as Enrollees shall have the opportunity to enroll in the Courses made available by and/or through the Mentored™ Offerings.

Please be advised that the Courses are provided directly by Platform Sponsors, and not Mentored™. Mentored™ does not control the Courses provided by Platform Sponsors that are made available by and through the Mentored™ Offerings. Each Platform Sponsor shall be solely responsible for the Courses provided by her/him/it by and through the Mentored™ Offerings. Mentored™ in no way endorses the Courses made available by Platform Sponsors by and through the Mentored™ Offerings. The Courses made available by Platform Sponsors are not verified or reviewed in any way by Mentored™ before they are made available by and through the Mentored™ Offerings. Mentored™ does not represent or warrant that the Courses made available by Platform Sponsors are accurate, complete, valid, instructional, up-to-date or appropriate. The Courses should not necessarily be relied upon. You agree that Mentored™ shall have no obligation, and incur no liability to you, in connection with any Courses made available by Platform Sponsors. You understand and agree that Mentored™ will not be responsible for, and Mentored™ undertakes no responsibility to monitor or otherwise police, the Courses provided by Platform Sponsors. You may find certain Courses to be outdated, inaccurate and/or harmful. Please use caution, common sense and safety when using the Courses.

Please be advised that the Courses presented by and through the Mentored™ Offerings are in no way intended as: (a) financial and/or investment-related advice and/or recommendations; (b) medical and/or psychological advice; and/or © any other professional advice, and no element of the Courses should be construed as such. The Courses made available by and through the Mentored™ Offerings are not a substitute for professional financial, medical, psychological or other professional advice.

Without limiting the foregoing: (i) all health and wellness-related Courses that are made available by and through the Mentored™ Offerings should be discussed and confirmed with your physician or other healthcare provider before adopting any exercise regimen, wellness program or other activity, whether featured by and through the Mentored™ Offerings or otherwise; and (ii) you should always check with your financial advisors to be sure that any investments, advice, products and/or services featured by and through the Courses are appropriate for you.

7. NON-ENDORSEMENT; PASSIVE CONDUIT

(a) Mentored™ operates the Platform and other Mentored™ Offerings as a passive conduit. The Mentored™ Offerings facilitate communication between Platform Sponsors, users who enroll in the Courses (“Enrollees”) and potential Enrollees. Mentored™ does not sponsor, recommend or endorse any Platform Sponsor that is accessible by and through the Mentored™ Offerings. Please use caution and common sense when using the Mentored™ Offerings.

(b) Mentored™ does not review the standing and/or licensure of any Platform Sponsors with any regulatory authority and/or governmental agency. Therefore, Company makes no representation regarding the status or standing of any Platform Sponsor.

© Mentored™ does not involve itself in the Platform Sponsor Agreements entered into by and between Platform Sponsors and Enrollees, or in the actual provision of the Courses in connection with the relationships created thereby. Therefore, Mentored™ does not make any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of any of the Platform Sponsors. Enrollees, and not Mentored™, are solely responsible for assessing the competency, trustworthiness, honesty and integrity of all Platform Sponsors that such Enrollees interact with via the Mentored™ Offerings.

8. INTERACTIONS

Users are solely responsible for their interactions with other users, Merchants, Third-Party Providers and other third-parties featured by and through the Mentored™ Offerings. Because Mentored™ is not involved in interactions with other users and third-parties, in the event that you have a dispute with one or more users, Platform Sponsors and/or other third-parties, you hereby release Mentored™ from any and all claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.

9. LICENSE GRANT

You are granted a non-exclusive, non-transferable, revocable and limited license to access and use certain portions of the Mentored™ Offerings, and associated Content in accordance with the Agreement. Mentored™ may terminate this license at any time for any or no reason. You may use the Mentored™ Offerings for your own personal, non-commercial use. Other than as expressly authorized, no part of the Mentored™ Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Mentored™ Offerings or any portion thereof. You may not use any automated means or form of scraping or data extraction to access, query or otherwise collect information from the Site except as expressly permitted by Mentored™. Mentored™ reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Mentored™ Offerings. You may not take any action that imposes an unreasonable or disproportionately large load on Mentored™ infrastructure. Your right to use the Mentored™ Offerings is not transferable.

10. PROPRIETARY RIGHTS

The content, organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to the Mentored™ Offerings are protected under applicable copyright, trademark and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution, publication or sale by you of any part of the Mentored™ Offerings is strictly prohibited. You do not acquire ownership rights in or to the Mentored™ Offerings, or any content, document, software, services or other materials viewed at or through the Site or otherwise by and through the Mentored™ Offerings. The “Mentored” name and logo, and all associated graphics, icons and service names, are trademarks of Mentored LLC.

All Platform Sponsor-provided trademarks, brand names, custom graphics, icons and service names are the intellectual property of their rightful owners including, without limitation, the applicable Platform Sponsors. The use of any Mentored™ trademark without Mentored’s™ express written consent is strictly prohibited. The use of any third-party trademark without that party’s express written consent is strictly prohibited. The posting of information or material on the Site or otherwise by and through the Mentored™ Offerings by Mentored™ does not constitute a waiver of any right in or to such information and/or materials.

11. EDITING, DELETING AND MODIFICATION

We reserve the right in our sole discretion to edit and/or delete any documents, information or other content appearing on the Site or otherwise by and through the Mentored™ Offerings.

12. INDEMNIFICATION.

You agree to indemnify and hold Mentored™, its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, employees, agents, co-branders and/or other partners, harmless from and against any and all claims, expenses (including reasonable attorneys' fees), damages, suits, costs, demands and/or judgments whatsoever, made by any third-party due to or arising out of: (a) your improper and/or unauthorized use of the Mentored™ Offerings; (b) your breach of the Agreement; © any dispute between you and any Platform Sponsor or other third-party; and/or (d) your violation of any rights of another individual and/or entity. The provisions of this Section 12 are for the benefit of Mentored™, its parent, subsidiaries and/or affiliates, and each of their respective members, officers, directors, employees, agents, shareholders, licensors, suppliers and/or attorneys. Each of these individuals and entities shall have the right to assert and enforce these provisions directly against you on its own behalf.

13. DISCLAIMER OF WARRANTIES.

THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, MENTORED™ MAKES NO WARRANTY THAT THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; © WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY SPECIFIC EDUCATIONAL ACHIEVEMENT, HEALTH AND/OR WELLNESS BENEFIT, FINANCIAL AND/OR INVESTMENT BENEFIT OR ANY OTHER DESIRED OUTCOME; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MENTORED™ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET OR MOBILE CONNECTION ASSOCIATED WITH THE MENTORED™ OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MENTORED™ OR OTHERWISE THROUGH OR FROM THE MENTORED™ OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

14. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MENTORED™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MENTORED™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR THE INABILITY TO USE THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS AND/OR SERVICES PURCHASED OR OBTAINED FROM OR THROUGH THE MENTORED™ OFFERINGS; © THE UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR REGISTRATION DATA; (D) THE FAILURE TO REALIZE ANY SPECIFIC EDUCATIONAL ACHIEVEMENT, HEALTH AND/OR WELLNESS BENEFIT, FINANCIAL AND/OR INVESTMENT BENEFIT OR ANY OTHER DESIRED OUTCOME; AND (E) ANY OTHER MATTER RELATING TO THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS. YOU HEREBY RELEASE MENTORED™ FROM ANY AND ALL OBLIGATIONS, LIABILITIES AND CLAIMS IN EXCESS OF THE LIMITATIONS STATED HEREIN. IF APPLICABLE LAW DOES NOT PERMIT SUCH LIMITATION, THE MAXIMUM LIABILITY OF MENTORED™ TO YOU UNDER ANY AND ALL CIRCUMSTANCES WILL BE FIVE HUNDRED DOLLARS ($500.00). NO ACTION, REGARDLESS OF FORM, ARISING OUT OF YOUR USE OF THE MENTORED™ OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME, MAY BE BROUGHT BY YOU OR MENTORED™ MORE THAN ONE (1) YEAR FOLLOWING THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MENTORED™. ACCESS TO THE MENTORED™ OFFERINGS WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF MENTORED™ SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. THIRD-PARTY WEBSITES.

You may be transferred to Platform Sponsor and other third-party owned or operated websites through links or frames contained on the Site and/or Platform, or otherwise made available by and through the Mentored™ Offerings. You are cautioned to read such websites’ terms and conditions and privacy policies before using such websites in order to be aware of the rules governing your use of such websites and their use of your personal and non-personal information. Because Mentored™ has no control over such third-party websites and/or resources, you hereby acknowledge and agree that Mentored™ is not responsible for the availability of such third-party websites and/or resources. Furthermore, Mentored™ does not endorse, and is not responsible or liable for, any terms and conditions, privacy policies, content, advertising, services, products and/or other materials on or made available from such third-party websites or resources, or for any damages and/or losses arising therefrom. The inclusion of a link or frame to such websites does not imply endorsement of such Platform Sponsor or other third party, and/or its/their respective website(s) by Mentored™ and any association with the operator(s) is provided solely for your convenience. You agree that Mentored™ has no liability whatsoever in connection with such third-party websites and/or your usage thereof.

16. LEGAL WARNING

Any attempt by any individual, whether or not a Mentored™ customer, to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of any of the Mentored™ Offerings is a violation of criminal and civil law and Mentored™ will diligently pursue any and all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and/or in equity.

17. DISPUTE RESOLUTION PROVISIONS

The Agreement shall be treated as though it were executed and performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). The parties hereby agree to arbitrate all claims that may arise under the Agreement. Without limiting the foregoing, should a dispute arise between the parties including, without limitation, any matter concerning the Mentored™ Offerings, the terms and conditions of the Agreement or the breach of same by any party hereto: (a) the parties agree to submit their dispute for resolution by arbitration before the American Arbitration Association in Atlanta, GA, in accordance with the then current Commercial Arbitration rules of the American Arbitration Association; and (b) you agree to first commence a formal dispute proceeding by completing and submitting an Initial Dispute Notice. We may choose to provide you with a final written settlement offer after receiving your Initial Dispute Notice (“Final Settlement Offer”). If we provide you with a Final Settlement Offer and you do not accept it, or we cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration before the AAA, in your county of residence, by filing a separate Demand for Arbitration. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone or based only on submissions. If the arbitrator awards you relief that is greater than our Final Settlement Offer, then we will pay all filing, administration and arbitrator fees associated with the arbitration and, if you retained an attorney to represent you in connection with the arbitration, we will reimburse any reasonable attorneys' fees that your attorney accrued for investigating, preparing and pursuing the claim in arbitration. Any award rendered shall be final and conclusive to the parties and a judgment thereon may be entered in any court of competent jurisdiction. Although we may have a right to an award of attorneys' fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

To the extent permitted by law, you agree that you will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that you may have against Mentored™ and/or its employees, officers, directors, members, representatives and/or assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit. You agree to pay the attorney's fees and court costs that Mentored™ incurs in seeking such relief. This provision preventing you from bringing, joining or participating in class action lawsuits: (i) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (ii) is an independent agreement. You may opt-out of these dispute resolution provisions by providing written notice of your decision within thirty (30) days of the date that you first access the Site.

18. MISCELLANEOUS.

Should any part of the Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with any Mentored™ Offerings is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Our failure to enforce any provision of the Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of the Agreement. Mentored™ may assign its rights and obligations under the Agreement, in whole or in part, to any party at any time without any notice to you. The Agreement may not, however, be assigned by you, and you may not delegate your duties under the Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

19. CALIFORNIA USER CONSUMER RIGHTS

In accordance with Cal. Civ. Code Sec. 1789.3, California State resident users may file grievances and complaints with the California Department of Consumer Affairs, 400 R Street, Ste. 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov.

20. CONTACTING US

If you have questions about the Mentored™ Offerings or the Agreement, please e-mail us at: info@mentored.com; call us at: 1-888-227-5199; or contact us via regular (postal) mail at the following address: Mentored, LLC, 910 Sylvan Ave, Suite 140, Englewood Cliffs, NJ 07632.