Terms and Conditions

Mentor

TERMS OF SERVICE AGREEMENT

THIS MENTOR TERMS OF SERVICE AGREEMENT (“Agreement”) is entered into by that certain individual agreeing to the terms of this Agreement (“Mentor”) as of the date on which it is first accepted (“Effective Date”) with regard to providing services to Iron Egg, LLC, a North Carolina limited liability company (“Company”). As part of the Services (as defined herein), the Mentor may be referred to as the “Professional” or the “Coach”, and any such reference shall be the same as reference to the Mentor.

WHEREAS

The Company is engaged in the online business of matching individual customers with professionals who will act as mentors to offer advice, guidance, training, and other professional feedback exclusively through the Company’s online portal (the “Business”). Mentor is qualified and legally permitted to provide professional advice and desires to become engaged by the Company as an independent contractor providing the Services (as such term is defined herein) to the Business, and the Company wishes to engage Mentor as an independent contractor providing Services to the Business, as follows:

TERMS

1. Engagement. By accepting this Agreement, Mentor agrees to be engaged by Company upon the terms included herein. Mentor avers that he or she has reviewed the included terms, has consulted with legal counsel (if desired), and agrees to be bound by each and every term herein, without exception. Mentor is over eighteen (18) years of age and is legally competent to enter into this Agreement.

2. Term. The term of this Agreement shall be such period beginning on the Effective Date and ending upon a Termination Event (as defined herein) by Company or Mentor (“Term”). Neither Company nor Mentor shall have any minimum or maximum period of engagement, and at-will termination of this Agreement shall be permitted, pursuant to the specific termination terms herein.

3. Services. The Company shall engage with individuals seeking professional guidance and advice (“Mentees”), and Mentor shall provide such professional guidance and advice to Mentees (“Services”) exclusively through the Business’s online portal or mobile application. The Services shall be limited to those topics on which Mentor has significant and relevant experience. Mentor agrees to devote as much productive time, energy, and ability to the performance of his or her duties under this Agreement as may be necessary to provide the Services in a timely and productive manner. Mentor shall perform the Services in a professional manner, in accordance with any standards promulgated by any applicable licensing or qualifying agency and in accordance with applicable laws, rules, or regulations. Mentor shall maintain all education, certification, and training credentials required to comply with those standards, laws, rules, or regulations, and none of Mentor’s representations regarding certifications, degrees obtained, and relevant experience is untrue. Mentor shall not discriminate against any Mentee nor any other individual affiliated with the Company based on race, color, national origin, religion, sex, age, or disability, and any actions which the Company deems discriminatory shall be grounds for immediate termination.

4. Nature of Relationship. The relationship of Mentor to Company pursuant to this Agreement is one of independent contracting, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Mentor may not assume or create obligations on Company’s behalf, and Mentor shall not take any action that creates the appearance of such authority. Mentor shall perform the Services, and the Company is not required to hire, supervise, or pay any other person or entity to help Mentor perform the Services. Mentor acknowledges that any of the Services provided to Mentees shall be the exclusive responsibility of Mentor. At no time shall Mentor be speaking to any individual or entity as behalf of the Company or as an agent of the Company. Company shall have no input nor control over what information is disseminated by Mentor while administering the Services. As such, Mentor takes full and complete responsibility for any verbal or written statements made to Mentee, both as part of or outside the administration of the Services and agrees to fully indemnify Company from any liability which it may incur as a result of Mentor’s administration of the Services, as more completely described in this Agreement.

5. Compensation. Mentor shall be compensated as agreed upon between Mentor and Company, which agreement shall not be included as part of this Agreement but shall be sufficient consideration to bind Mentor to the terms contained herein.

6. Termination. This Agreement may be terminated (i) by Company immediately without prior notice of any kind for any reason or no reason, and (ii) by Mentor with provision of no less than thirty (30) days’ written notice to Company (each, a “Termination Event”). Upon a Termination Event by Company, Company shall be obligated to remit payment to Mentor of any amounts earned by Mentor prior to the Termination Event. Upon a Termination Event by Mentor, Mentor shall be obligated to provide Services to the best of his or her ability until the expiration of the 30-day termination period, if requested by Company. Mentor shall return all Confidential Information (as defined herein) provided him or her by Company as part of administering the Services, whether electronic or in printed form, within forty-eight (48) hours of the Termination Event, without exception, and shall destroy any duplicated or copies made of any Confidential Information.

7. Restrictive Covenants.

7.1 Non-Solicitation Outside Business. At no time during the Term or after a Termination Event shall Mentor engage with any Mentee (with whom Mentor was connected through the administration of the Services) outside of the Company or the Business, whether or not such outside engagement includes an exchange of money for services, without the express prior written consent of the Company.

7.2 Non-Competition. At no time during the Term or for a period of five (5) years after a Termination Event shall Mentor, as owner, shareholder, member, manager, director, officer, employee, contractor, consultant, volunteer, agent, or otherwise, on behalf of him or herself or for any entity other than Company, engage in any activity for which Mentor was engaged by Company or which Company provides to Mentees.

7.3 Non-Disparagement. Mentor shall not, unless required to do so by legal process, make any defamatory or disparaging statements or representations, either directly or indirectly, whether orally or in writing, to the public or other persons, about the Company or the Business, at any time during the Term or following a Termination Event.

7.4 Confidentiality. At any time during the Term, Mentor may have access to or receive certain information of or about the Company, the Business, or Mentees that the Company has designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by Mentor (collectively the “Confidential Information”). Confidential Information includes information relating to the Company or the Business or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. Mentor shall hold confidential any information related to the personality assessment utilized by Company to match Mentors and Mentees, including but not limited to the questions contained within any such assessment. Additionally, Mentor shall not disclose any information received by Mentee as part of the Services, nor shall Mentor record (audio or video) any conversation Mentor has with the Company or any Mentee; all communications with Mentee and/or any recordings wrongly made in violation of this section shall be considered Confidential Information. Mentor will treat the Confidential Information as strictly confidential and will not disclose it to any third-party or use it for any purpose but to fulfill his or her obligations in this Agreement. In addition, Mentor shall use due care and diligence to prevent the unauthorized use or disclosure of Confidential Information. The obligations and restrictions in this section do not apply if it is shown that the Confidential Information (i) was or becomes publicly available other than as a result of a disclosure by Mentor in violation of this Agreement; (ii) was or becomes available to Mentor on a nonconfidential basis before its disclosure to Mentor by Company; (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed; or (iv) was developed by Mentor independently without breach of this Agreement.

7.5 Remedies. Mentor agrees that money damages may not be a sufficient remedy for any breach of this section by Mentor and, in addition to all other remedies, Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy. Mentor covenants and agrees that the restrictions contained in this section are fair and equitable to Mentor and should be considered valid and enforceable by any court of competent jurisdiction. Mentor acknowledges that the consideration recited herein is full, complete, and adequate consideration for the restrictive covenants undertaken herein.

8. Data Security. Mentor agrees, to the extent reasonable, to secure all computers or hardware utilized in the administration of the Services with virus-protection software, and to perform the Services in a way which minimizes the possibility of data loss, theft, or third-party intrusion. Mentor acknowledges that he or she has no claim of ownership for any algorithm, assessment, or other process which the Company uses to match Mentors with Mentees, nor over any of the information which is developed through performance of the Services. Mentor grants Company full authority to collect and use any data which Company is able to collect from Mentor through administration of the Services, and grants Company an irrevocable right to utilize any data collected from Mentor in any way in which Company desires. Mentor acknowledges that Company and the Business, in addition to any software, websites, or applications which Company has developed, utilizes the services of third-party companies (including but not limited to Stripe), over which Company has no control. Mentor hereby waives any claim which it may now have or may have in the future against Company regarding, in any way, the administration of services by any third-party provider.

9. Indemnification. At all times after the Effective Date, Mentor shall indemnify Company and Business and all subcontractors, officers, members, managers, employees, owners, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Company Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Company Indemnitee may incur and that arise from (i) Mentor’s negligence or willful misconduct arising from Mentor’s carrying out of his or her obligations under this Agreement; (ii) Mentor’s breach of any of his or her obligations or representations under this Agreement; or (iii) Mentor’s breach of his or her express representation that he is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that Mentor is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on Mentor’s own actions, Mentor will assume full responsibility and liability for all taxes, assessments, and penalties imposed against Company or Business resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from Mentor’s earnings if Mentor had been on Company’s payroll and employed as a Company employee.

10. Intellectual Property. Mentor acknowledges and agrees that all content presented on the Business website or pursuant to the Services provided for herein is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Company. Further, nothing in this Agreement grants Mentor any right to use any trademark, service mark, logo, and/or the name of Company or Business.

11. Miscellaneous. This Agreement shall be construed in accordance with the laws of the State of North Carolina. This Agreement may be amended from time to time exclusively by the Company and without prior notice to Mentor. Waiver of any of the terms and conditions hereof shall not be construed as a general waiver by Company, and Company shall be free to reinstate any such term or condition, with or without notice to the other. Any dispute arising hereunder shall have exclusive venue in the District and Superior Courts of Buncombe County, North Carolina, or in the federal courts of the Western District of North Carolina, if such courts have exclusive jurisdiction. Mentor may not assign any of his or her rights under this Agreement. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Mentor was not induced to enter this Agreement by, and is not relying on, any statement, representation, warranty, or agreement of the Company. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness. Should a conflict exist between this Agreement and federal or state law, which law cannot be controverted, the terms of such law shall control.

Mentee

TERMS OF SERVICE AGREEMENT

THIS MENTEE TERMS OF SERVICE AGREEMENT (“Agreement”) is entered into by that certain individual agreeing to the terms of this Agreement (“Mentee”) as of the date on which it is first accepted (“Effective Date”) with regard to providing services to Iron Egg, LLC, a North Carolina limited liability company (“Company”). As part of this Agreement and the associated Services (as defined herein), Mentee may be referred to as the “Client”, and any such reference shall be the same as reference to the Mentee.

WHEREAS

The Company is engaged in the online business of matching individuals with professionals who will act as mentors to offer advice, guidance, training, and other professional feedback exclusively through the Company’s online portal (the “Business”). Mentee seeks to engage the Company to receive the Services in exchange for payment of associated fees.

TERMS

1. Engagement. By accepting this Agreement, Mentee agrees to engage Company upon the terms included herein. Mentee avers that he or she has reviewed the included terms and agrees to be bound by each and every term herein, without exception. If Mentee is not over eighteen (18) years of age, Mentee has received the consent of Mentee’s legal guardian, and Company is not responsible for any misrepresentation made by Mentee as to such consent. Otherwise, Mentee agrees that he or she is over eighteen (18) years of age and legally competent to enter into this Agreement. Under no circumstances shall any Mentee be under thirteen (13) years of age, even with legal guardian consent. By agreeing to this Agreement, Mentee avers that he or she is over thirteen (13) years of age.

2. Term. The term of this Agreement shall be such period beginning on the Effective Date and ending upon a Termination Event (as defined herein) by Company or Mentee (“Term”). Neither Company nor Mentee shall have any minimum or maximum period of engagement, and at-will termination of this Agreement shall be permitted, pursuant to the specific termination terms herein. No fees paid by Mentee to Company shall be refunded should Mentee terminate this Agreement without reasonable cause.

3. Services. Mentee hereby engages the Company to provide Mentee professional guidance and advice (“Services”) from a qualified professional individual (“Mentor”) exclusively through the Business’s online portal or mobile application. The Services shall be limited to those topics on which Mentor has significant and relevant experience. Mentee shall interact with the Company and Mentor in a professional manner. Mentee acknowledges that Mentor is an independent contractors, and that Mentor is solely responsible for their competency and legal authority to provide the Services. Company is not responsible for ensuring Mentor compliance with applicable laws, rules, or regulations, and to ensure that Mentors are appropriately educated and qualified to offer the Services. Mentee shall not discriminate against any Mentor or agent of the Company based on race, color, national origin, religion, sex, age, or disability, and any actions which the Company deems discriminatory shall be grounds for immediate termination.

4. Nature of Relationship. The relationship of Mentee to Company, and Mentee to Mentor, pursuant to this Agreement is one of a customer to service provider, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Mentee shall not take any action that creates the appearance of such authority. Mentee acknowledges that Company has no obligation to supervise the providing of Services by Mentor. At no time shall Mentor be speaking to any individual or entity as behalf of the Company or as an agent of the Company. Company shall have no input nor control over what information is disseminated by Mentor while administering the Services. As such, Mentor takes full and complete responsibility for any verbal or written statements made to Mentee, both as part of or outside the administration of the Services.

5. Fees. Mentee shall remit payment to Company for the Services as mutually agreed upon by Company and Mentee in separate agreement, which agreement shall not be included as part of this Agreement but shall be sufficient consideration to bind Mentee to the terms contained herein.

6. Termination. This Agreement may be terminated by Company or Mentee immediately without prior notice of any kind for any reason or no reason (each, a “Termination Event”). Upon a Termination Event by Company for reasonable cause, Company shall not be obligated to refund any amount to Mentee which may have been paid prior to the Termination Event. Upon a Termination Event by Mentee with reasonable cause, Company shall return any amount paid to Company for which Services have not been provided. Mentee shall return all Confidential Information (as defined herein) provided him or her by Company as part of receiving the Services, whether electronic or in printed form, within forty-eight (48) hours of the Termination Event, without exception, and shall destroy any duplicated or copies made of any Confidential Information.

7. Restrictive Covenants.

7.1 Non-Solicitation Outside Business. At no time during the Term or after a Termination Event shall Mentee engage with any Mentor (with whom Mentee was connected through the administration of the Services) outside of the Company or the Business, whether or not such outside engagement includes an exchange of money for services, without the express prior written consent of the Company. Mentee shall be prohibited from recruiting Mentor to work with any business offering services similar to the Business, or from offering employment to Mentor for a period of no less than one (1) year following termination of Mentee’s Services.

7.2 Non-Competition. At no time during the Term or for a period of five (5) years after a Termination Event shall Mentee, as owner, shareholder, member, manager, director, officer, employee, contractor, consultant, volunteer, agent, or otherwise, on behalf of him or herself or for any entity other than Company, engage in any similar activity to that which Mentee received from the Company or the Business.

7.3 Non-Disparagement. Mentee shall not, unless required to do so by legal process, make any defamatory or disparaging statements or representations, either directly or indirectly, whether orally or in writing, to the public or other persons, about the Company, the Business, or any Mentor, at any time during the Term or following a Termination Event.

7.4 Confidentiality. At any time during the Term, Mentee may have access to or receive certain information of or about the Company, the Business, or Mentors that the Company has designated as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by Mentee (collectively the “Confidential Information”). Confidential Information includes information relating to the Company or the Business or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. Mentee shall hold confidential any information related to Mentor, including name, professional experience, affiliations with companies, location, or any other Mentor information. Mentee shall hold confidential any information related to the personality assessment utilized by Company to match Mentors and Mentees, including but not limited to the questions contained within any such assessment. Additionally, Mentee shall not disclose any information received by Mentee as part of the Services, nor shall Mentee record (audio or video) any conversation Mentee has with the Company or any Mentor without prior written consent of Company and Mentor; if such recording is permitted, Mentee shall not disseminate or reproduce the recording to any other individual or entity without the prior written consent of Company and Mentor. The obligations and restrictions in this section do not apply if it is shown that the Confidential Information (i) was or becomes publicly available other than as a result of a disclosure by Mentee in violation of this Agreement; (ii) was or becomes available to Mentee on a nonconfidential basis before its disclosure to Mentee by Company; (iii) is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed; or (iv) was developed by Mentee independently without breach of this Agreement. Nothing in this Agreement shall limit Company’s ability to freely aggregate, store, distribute, or sell Mentee’s personal information to any third party without prior notice to Mentee.

7.5 Remedies. Mentee agrees that money damages may not be a sufficient remedy for any breach of this section by Mentee and, in addition to all other remedies, Company may seek (and may be entitled to) as a result of such breach, specific performance and injunctive or other equitable relief as a remedy. Mentee covenants and agrees that the restrictions contained in this section are fair and equitable to Mentee and should be considered valid and enforceable by any court of competent jurisdiction. Mentee acknowledges that the consideration recited herein is full, complete, and adequate consideration for the restrictive covenants undertaken herein.

8. Data Security. Mentee agrees, to the extent reasonable, to secure all computers or hardware utilized in the receipt of the Services with virus-protection software, and to receive the Services in a way which minimizes the possibility of data loss, theft, or third-party intrusion. Mentee acknowledges that he or she has no claim of ownership for any algorithm, assessment, or other process which the Company uses to match Mentors with Mentees, nor over any of the information which is developed through performance of the Services. Mentee grants Company full authority to collect and use any data which Company is able to collect from Mentee through administration of the Services, and grants Company an irrevocable right to utilize any data collected from Mentee in any way in which Company desires. Mentee acknowledges that Company and the Business, in addition to any software, websites, or applications which Company has developed, utilizes the services of third-party companies (including but not limited to Stripe), over which Company has no control. Mentee hereby waives any claim which it may now have or may have in the future against Company regarding, in any way, the administration of services by any third-party provider.

9. Indemnification. At all times after the Effective Date, Mentee shall indemnify Company and Business and all subcontractors, officers, members, managers, employees, owners, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, the “Company Indemnitees”) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that any Company Indemnitee may incur and that arise from (i) Mentee’s negligence or willful misconduct arising from Mentee’s receipt of the Services; or (ii) Mentee’s breach of any of his or her obligations or representations under this Agreement.

10. Intellectual Property. Mentee acknowledges and agrees that all content presented on the Business website or pursuant to the Services provided for herein is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of Company. Further, nothing in this Agreement grants Mentee any right to use any trademark, service mark, logo, and/or the name of Company or Business.

11. Miscellaneous. This Agreement shall be construed in accordance with the laws of the State of North Carolina. This Agreement may be amended from time to time exclusively by the Company and without prior notice to Mentee. Waiver of any of the terms and conditions hereof shall not be construed as a general waiver by Company, and Company shall be free to reinstate any such term or condition, with or without notice to the other. Any dispute arising hereunder shall have exclusive venue in the District and Superior Courts of Buncombe County, North Carolina, or in the federal courts of the Western District of North Carolina, if such courts have exclusive jurisdiction. Mentee may not assign any of his or her rights under this Agreement. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Mentee was not induced to enter this Agreement by, and is not relying on, any statement, representation, warranty, or agreement of the Company. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement’s effectiveness. Should a conflict exist between this Agreement and federal or state law, which law cannot be controverted, the terms of such law shall control.