1. Acceptance of Terms
1.3. Communications. By accessing and using the Pocket Mentor website and all content contained therein, the User consents to receive electronic communications from Pocket Mentor relating to its account, as defined in these Terms.
2.1. “Mentor” shall refer to persons that provide the content that are subsequently published on the Website.
2.2. “Mentor Content” shall refer to all Mentor-generated content produced and made available on the Website, including but not limited to, video lectures, community discussions, and workshops led by mentors under Pocket Mentor.
2.3. “Website” shall refer to the Pocket Mentor website and all webpages associated with and accessible through and within the Pocket Mentor domain, subdomain, and subdirectories, including, but not limited to, the Website’s dashboard and pages displaying all available Mentor Content for viewing by the Learners.
2.4. “Learner” shall refer to any person, officer, or employee who is permitted and authorized to participate and view Mentor Content.
2.5. “User” shall refer to any person authorized to use and/or access the service of Pocket Mentor, including the Website and/or the Mentor Content.
3. Subscription and Account Access
3.1. Subscription. Pocket Mentor undertakes to make the Website and the Mentor Content contained therein available to the User, pursuant to this Terms, in accordance with a subscription. This subscription shall be granted by Pocket Mentor upon payment of the necessary fees to Pocket Mentor, according to the rates and packages as set forth in each Subscription Agreement.
3.2. Password. Access to the Pocket Mentor account and Mentor Content by the User is enabled only by a password supplied by Pocket Mentor to the User. The User is solely responsible for the management and control of such password, and the User who comes into its possession shall not be permitted to disclose or transfer such password to any third party. In the event that Pocket Mentor has reasonable cause to believe that the password is being improperly used or is being used by an unauthorized person, Pocket Mentor reserves the right to deactivate that password without prior notice; provided, however, that Pocket Mentor shall promptly provide notice to the User (or the subscribing company) as soon as practicable thereafter.
4. Grant of Licenses
4.1. Website. Subject to the terms and conditions set forth in these Terms or under the Subscription Agreement, Pocket Mentor hereby grants the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use the Website and the services provided therein for the duration of the Term. Except as otherwise provided in these Terms, the User shall not be entitled to resell, sub-license, distribute, use, copy, reproduce, distribute, transmit, broadcast, display, sell, or exploit the same for any other purposes whatsoever or otherwise provide fragments and/or ensemble of the website, provided hereunder by Pocket Mentor, to any third party.
4.1.1. Prohibitions. The User hereby undertakes represents and warrants that:
18.104.22.168. It will not reverse engineer, decompile, disassemble, decrypt, deobfuscate, unmask all or any portion of the Website or otherwise reduce the Website to human-perceivable form in whole or in part;
22.214.171.124. It will not interfere with, modify, disrupt or disable features and functionalities of all elements under the Website, including any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Website or any components of the same; and
126.96.36.199. It will not (directly, or through a representative, agent, service provider, or any third party) develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plug-ins and add-ons, or any other technology) to manipulate the number of engagements, user connections, or internet connections using the website; override any security feature or bypass or circumvent any access controls or use limits of the platform.
4.2. Mentor Content. During the term of a valid subscription, Pocket Mentor hereby grants the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and view all Mentor Content for which the User has paid all required fees, solely for the personal, non-commercial, educational and informative training. All other uses are expressly prohibited.
4.2.1. Subject to any limitation on the number of Learners provided for under the plan applicable to the User, the User acknowledges and agrees that access to and use of its account and the available Mentor Content are restricted to the Learners authorized and permitted under the relevant subscription plan.
4.2.2. The User may not reproduce, redistribute, transmit, assign, sell, rent, share, lend, modify, adapt, edit, create derivative works of, sublicense, or otherwise transfer any Mentor Content.
4.2.3. The User may not remove, obscure, or modify any copyright or any other notices included in any Mentor Content.
4.3. The licenses granted under these Terms do not authorize any use other than which is expressly set out herein. No other license or right to sublicense or other right is granted, by implication, estoppel, or otherwise.
4.4. Pocket Mentor shall be entitled to suspend or cancel the provision of the license to the User and any and all end users associated with it, if, in the reasonable opinion of Pocket Mentor, the User, its employer, and/or any of its end users are misusing the same, or for any other reason at the discretion of Pocket Mentor, to protect the business of Pocket Mentor.
5.1. Prohibition on commercial use. The User may not use the Website and/or Mentor Content for commercial purposes, including but not limited to their sale, bulk reproduction or distribution in any form.
5.2. Prohibition on unlawful or prohibited use. The User agrees that when accessing or using the Website and/or any of the Mentor Content provided therein, it shall not:
5.2.1. Use the Website and/or any of the Mentor Content for any purpose that is unlawful or prohibited by these Terms and applicable laws and regulations;
5.2.2. Not use the Website in any manner that could damage, disable, overburden, or impair any property of Pocket Mentor;
5.2.3. Not attempt to gain unauthorized access to the Website and/or any of the Mentor Content, as well as accounts of other corporations with accounts on Pocket Mentor, computer systems or networks through hacking, password mining or any other means;
5.2.4. Not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website;
5.2.5. Not permit persons within the User’s control, such as, but not limited to, Learners participating in any event in which Pocket Mentor content is used, exhibited, or displayed, to engage in any fraudulent, abusive, or illegal activity.
6. Termination. Upon termination of the Agreement, the User shall cease to access and use its Pocket Mentor account and any Mentor Content.
7.1. “Confidential Information” refers to all information in any form, whether written or unwritten, oral or otherwise, including but not limited to business-related information, financial circumstances, marketing strategies, business methods, knowledge, suppliers, customers, operations, prices, technical information, these Terms, as well as all information in any form relating to any of the Parties, related companies and associations disclosed by or on behalf of the Mentor and Pocket Mentor.
7.2. Without the express written consent of Pocket Mentor, the User shall not directly or indirectly disclose to any party any Confidential Information received by it from any source by virtue of this Agreement or by virtue of its relationship with Pocket Mentor, provided, however, that the User shall be permitted to disclose such Confidential Information as required by law.
7.3. Pocket Mentor likewise undertakes to keep all terms of this Agreement confidential.
8.1. The User shall indemnify, defend, and hold harmless Pocket Mentor from and against any and all claims, judgments, costs, awards, expenses, including reasonable attorney’s fees, and liabilities, and damages of any kind arising out of or related to:
8.1.1. the User’s breach or alleged breach of these Terms or any representation, warranty and/or covenant made by the User;
8.1.2. any act or omission of the User or any of its officers, employees, and/or representatives in connection with this Agreement; and
8.1.3. any breach or alleged breach of any applicable law by the Users and/or representatives.
9. Disclaimer of Warranties
9.1. The User acknowledges and agrees that the Website and any Mentor Content contained therein are provided on an “as is” and “as available” basis, and that its use of or reliance upon the Website and Mentor Content is at its sole risk and discretion. Pocket Mentor hereby makes no warranties that (i) its Mentor Content will meet the User’s requirements, except as otherwise stipulated in later agreements; (ii) the quality of any Mentor Content will be represented or meet your expectations; (iii) any errors in the Website and/or Mentor Content will be corrected; and/or (iv) the Website and any Mentor Content are non-infringing.
9.2. The User acknowledges that the Mentor Content is provided and produced by third parties. As such, Pocket Mentor shall not be liable for loss or damage arising from the same.
9.3. Through the Website, the User may have access to content provided by third parties. Pocket Mentor does not guarantee such third party content will be free of objectionable material or malware and hereby disclaims any responsibility related to said third party content.
10. Limitation of Liability
10.1. UNDER NO CIRCUMSTANCES SHALL POCKET MENTOR OR ITS AFFILIATES, PARTNERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USER’S ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE AND ANY MENTOR CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT POCKET MENTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. Pocket Mentor shall not be liable for any loss or errors or interruptions in the use and access of the Website and/or any Mentor Content caused by the breach by the User of these Terms, or the acts, omissions, or fraud of third parties such as but not limited to Pocket Mentor’s licensors and service providers.
11. Intellectual Property
11.1. The User acknowledges and agrees that Pocket Mentor (and/or its licensors) shall retain all intellectual property rights (including, without limitation, patents, copyrights, and trade secrets) in and arising from the Website and the Mentor Content.
11.2. The User acknowledges and agrees that it does not acquire any right of ownership over the Website and the Mentor Content.
12. General Provisions
12.1. Severability. If any provision of this Agreement is held by any competent court or regulatory authority to be void or unenforceable in whole or in part, this Agreement shall continue in force in relation to the unaffected provisions and the remainder of the provision in question and the Parties shall negotiate in good faith replacement term(s) for the affected provision in order to achieve as closely as possible the original intentions of the Parties.
12.2. Governing Law. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the Philippines, without regard to conflict of law rules.
12.3. Amendment. The Parties may by mutual written agreement (i) extend the time for the performance of any of the obligations or other acts of the Parties hereto; or, (ii) waive any compliance with or modify, amend, or supplement any of the covenants, agreements, representations or warranties contained in this Agreement or waive or modify performance of any of the obligations of the any of the Parties hereto.
12.4. No Waiver. The failure of a Party at any time to take action against the other for a breach of any provision expressed in this Agreement shall in no way affect its right thereafter to enforce such provision nor shall the waiver by the party of any breach of any provision expressed in this Agreement be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.
12.5. Assignment. Neither this Agreement nor any right hereunder may be assigned by the User. Pocket Mentor may assign any of its rights or obligations under the Subscription Agreement and the Terms to its successors or assignees subject only to prior notice to the User.
12.6. Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and cancels and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement.
12.7. Full Knowledge. The Parties acknowledge that they have read and understood the contents of this Agreement and that they have, with the assistance of their respective counsels, signed this Agreement willingly, voluntarily, and with full knowledge of their rights and obligations.
12.8. Opportunity to Consult with Counsel. The Parties warrant and represent that they have been provided with reasonable opportunity to discuss and review the terms of this Agreement with an attorney, and have so consulted the same, before signing the Agreement