Welcome to GUILD.

The GUILD service includes (without limitation) all websites, mobile applications and other interactive properties through which the service is delivered (collectively, the "Service").

The Service is owned, operated and distributed by MENTORS GUILD, INC. ("GUILD"). By accessing any part of the Service, you are agreeing to the terms and conditions described below ("Terms of Service"), conditions of the privacy policy ("Privacy Policy") and any other legal notices published on the Service (collectively, the "Governing Documents"). These Terms of Service apply to all users, including both users who are simply viewing content available via the Service and registered users of GUILD. If you do not agree to any of these terms, you should not use the Service.

GUILD may, at its sole discretion, modify these Terms of Service at any time. By accessing the Service at any time after such modifications, you are agreeing to such modifications.

Contact [email protected] for any questions or clarifications.

GUILD offers this summary as a quick reference. This is not a complete outline, so please read the entire Terms of Service very carefully.

• You are responsible for all activity and content in your account.
• Do not do anything illegal.
• Do not misrepresent who you are, or falsify any records.
• Member-Client interactions are based on trust. Keep it professional and confidential.
• Do not share any intellectual property that does not belong to you.
• GUILD allows Members to charge fees for their services through the Service. Be transparent and honest about what is being offered and at what price.
• Members are charged a small fee on their earnings through the Service. Do not make any arrangements to avoid paying legitimate fees.
• For all other violations not listed above, e.g. minor transgressions against the spirit or letter of our Terms of Service, we have a 3-strike policy: the first reported violation will lead to a warning, the second to a 1-month ban from the Service, and the third to a permanent ban from the Service.

"Member" means a user on the Service qualified to offer Consultations as an expert. Membership is 'by invitation only'.

"Client" means a user who lists as an active seeker of expertise offered by a Member.

"Member-Client Relationship" means advising, guiding, mentoring, consulting, training and coaching, offered and provided by Members to Clients through the Service.

"Consultation" means a time or a session when a Member and a Client meet physically or online for a discussion, or interact over phone.

"Transaction Fee" means the fee GUILD charges to all Member's earnings through the Service. The Transaction Fee may vary from one Member to another, or for the same Member from time to time, or for the same member for their various offerings.

"Request for Consultation" means the process by which a Client applies to a Member for Consultation.

"Initial Consultation" is the first Consultation. Member and Client are expected to use this session to assess whether or not the Member-Client relationship will be worthwhile. If they both wish to pursue the Member-Client Relationship, they can arrange for follow up Consultations.

"Mode" means how the Member and Client interact, whether in person or electronically.

• The Service allows Clients to find Members by expertise, location, availability, and fee.
• Clients can Request for Consultation with one or more Members.
• After review of the Client's Request for Consultation, a Member may choose to accept or decline the Request.
• If the Request is accepted, then the Member schedules the Initial Consultation. Members may or may not require Clients to pay a fee for the Initial Consultation.
• If Member and Client both agree, the Initial Consultation maybe followed by a series of Consultations, lasting as long as they both agree.
• GUILD provides a private log for Member and Client to update Consultation progress and communicate securely via the Service.
• GUILD is not party to any transaction between users and PayPal, or between Member and Client.
• All Member earnings through the Service will be charged a Transaction Fee.

The Service allows Clients to find Members by expertise, location, availability, and fee.

The entire contents of the Service are protected by international copyright and trademark laws and other proprietary rights. The owners of the copyrights and trademarks are GUILD, its affiliates, and/or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SERVICE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You may print and download portions of material from the different areas of the Service solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You may not use any robots, spiders, or similar data mining, data gathering or extraction tools or manual processes to collect, gather or copy any content or data on or related to the Service in a manner not authorized by GUILD in writing. You may not engage in practices of "screen scraping", "database scraping", "crawling" or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Service, in any manner and any quantities not authorized by GUILD in writing. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of GUILD or its affiliates without express written consent. You may not use meta tags or any other "hidden text" utilizing the GUILD name or trademarks without the express written consent of GUILD.

Content submitted by users for inclusion on the Service (including, without limitation, any information submitted on profile pages, logs, or other public areas of the Service) is sometimes referred to in these Terms of Service as "User Submissions." Whether or not any User Submission is published, it will be subject to these Terms of Service. GUILD does not guarantee any confidentiality with respect to a User Submission, regardless of whether or not it is published. You are solely responsible for your own User Submissions and the consequences of posting or publishing them. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to your User Submissions (and all content included therein), including the right to authorize GUILD to use the User Submissions in the manner contemplated by the Service and these Terms of Service.

You hereby grant to GUILD a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform on any User Submissions or any other materials or information (including, without limitation, ideas for new or improved products or services) you communicate to GUILD by all means and in any media now known or hereafter developed. You also grant to GUILD the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against GUILD for any alleged or actual infringement or misappropriation of any proprietary right in your communications to GUILD.

GUILD will not tolerate violations of intellectual property rights on the Service. If you are a copyright owner and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA"). To provide GUILD notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Department" care of [email protected] that sets forth the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html). You may be liable for damages (including costs and attorney's fees) if you materially misrepresent that an activity is infringing your copyright.

The following terms apply to your use of the Service and any account that you may open or attempt to open via the Service:

• You must be 18 years or older to use the Service.
• You must be a human to open an account. Accounts registered by "bots" or other automated methods are not permitted.
• You must provide your legal name, valid email address, zip code, and any other information requested in order to complete the signup process.
• You are responsible for maintaining the security of your account and password. GUILD will not be liable for any loss or damage from your failure to comply with this security obligation.
• You agree not to upload any copyrighted, trademarked, or proprietary materials on the Service without the expressed permission of the owner.
• You agree to use the Service only for lawful purposes and not use the Service in any way that will infringe upon the use or rights of any other user.

GUILD charges Member earnings 15% of the total transaction value. GUILD reserves the right, at any time, to change any fees or charges for using any services provided on the Service, provided that such changes will not apply to fees or charges paid prior to the time of the change. ANY ARRANGEMENT MADE BY ANY USER OR USERS DESIGNED TO AVOID PAYING LEGITIMATE ADMINISTRATIVE FEES TO GUILD IS STRICTLY PROHIBITED, AND WILL RESULT IN IMMEDIATE TERMINATION OF ACCESS TO THE SERVICE.

Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for the substance of your communications through the Service. You will not upload, share, post, or otherwise distribute or facilitate distribution of any User Submission, including text, communications, software, images, sounds, data, or other information that:

• Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates our rules or policies;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• infringes on any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or proprietary right of any party;
• constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
• contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
• impersonates any person or entity, including any GUILD employee or representative.

GUILD neither endorses nor assumes any liability for the content of any User Submission. User Submissions are generally not pre-screened, monitored, or edited. However, GUILD has the right at its sole discretion to remove any User Submission or other content that, does not comply with these Terms of Service and any other rules of user conduct for the Service, or is otherwise harmful, objectionable, or inaccurate. GUILD is not responsible for any failure or delay in removing any such User Submission or other content. You hereby consent to such removal and waive any claim against us arising out of such removal of any User Submission, whether it is your own or another user's. See "Copyrights, Licenses, and User Submissions" above for a description of the procedures to be followed in the event that any party believes that a User Submission infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party.

You may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server. Not all parts of the Service may be available to you or other authorized users of the Service. You shall not interfere with anyone else's use of the Service. Users who violate systems or network security may incur criminal or civil liability.

You agree that GUILD may at any time, and at its sole discretion, terminate your membership, account, or other affiliation with the Service without prior notice to you for violating any of the above provisions. In addition, you acknowledge that GUILD will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

These Terms of Service are in addition to any agreements that a Member and Client may enter into in course of their interactions. While Members and Clients are responsible to one another for complying with the terms of their mutual agreements, GUILD has no control over either party's compliance. Accordingly, GUILD is not responsible for any liability arising out of these Agreements or any actions that you may take in reliance thereon, and is not a party to any transaction between you and any other user. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE GUILD AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "GUILD PARTIES ") FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO ANY DISPUTE RELATING TO THE CONSULTING AGREEMENTS OR ANY TRANSACTION OR ATTEMPTED TRANSACTION WITH ANOTHER USER OF THE SERVICE (WHETHER A MEMBER OR A CLIENT). YOU AGREE AND UNDERSTAND AND INTEND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS, AND ASSIGNS.

The attendance of a Consultation is at your sole risk. GUILD does not supervise these activities and is not involved in any way with the actions of any individuals (whether Members or Clients) at any Consultation.

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE GUILD AND EACH OF THE OTHER GUILD PARTIES FROM ANY CLAIMS OR DAMAGES OF ANY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, RELATING TO YOUR PARTICIPATION IN ANY EVENT, WHETHER AS A MEMBER OR CLIENT. YOU AGREE AND UNDERSTAND THAT THIS ASSUMPTION OF RISK AND RELEASE IS BINDING UPON YOU AND YOUR HEIRS, EXECUTORS, AGENTS, ADMINISTRATORS AND ASSIGNS.

If applicable, you waive California Civil Code Section 1542, which states, in relevant part: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

By listing your profile on the Service:

• you assume full responsibility for the content of the Service offered;
• you understand that it is publicly available to be viewed by any user;
• users (potential Clients) will be able send Requests for Consultation with you.
• you agree to honor any requests through the Service at the price, location, and time listed on the Service, and not to refuse Consultation with any user for any discriminatory or other illegal reason.
• you represent and warrant to GUILD that your information on the Service is accurate, that you are qualified to offer Consultations to other users as an expert, and that you will at all times conduct yourself in a professional manner and in compliance with all applicable laws.
• you agree not to use Client's personal information without the Client's prior consent for any purposes other than those needed for Consultation with the Client.
• you understand that, as a Member, your Clients will have the opportunity to review their experience with you. We cannot control the contents of any such review. You will, however, be able to either make these reviews publicly available or not.

"Confidential Information" disclosed under this Agreement is defined as any data or information that is proprietary to the Client and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Client.

Members agree not to disclose or attempt to use or personally benefit from any Confidential Information shared through a Member-Client Relationship on GUILD. This obligation shall continue until such time as the Confidential Information has become publicly known through no action of your own.

Members acknowledge and agree that any violation of confidentiality may cause the Client and GUILD irreparable harm, and therefore agree that the Client and GUILD will be entitled to seek extraordinary relief in court. It will also lead to immediate termination of Membership.

• Individual Members decide their Consultation fees.
• All Fees are paid directly to the Member via PayPal. GUILD is not party to any transaction between PayPal and any user and cannot be held responsible for any issues arising from such transactions.
• If there is a dispute with a Client, then GUILD may require the Member to do a full or partial refund to the Client of the last paid invoice.

GUILD is not responsible or liable for any refunds. Refunds and cancellations are managed by the Members, who provide the Consultations at their discretion. In case of disputes, a Member may (but is not required) to agree to a suitable rain check, make-good, or refund.

There might be instances where GUILD, in its sole discretion, assesses a user violation to be minor in nature. In such cases, the 3-Strike policy will be enforced. The first instance of violation will result in a warning. The second instance of violation will result in a warning and a 1-month deactivation from the Service. The third instance of violation will result in a permanent removal from the Service.

THE SERVICE AND ALL MATERIALS INCLUDED THEREIN ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GUILD MAKES NO WARRANTY THAT (A) THE SERVICE AND MATERIALS WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONSULTATION THAT YOU ATTEND VIA THE SERVICE, OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY YOU FROM THE SERVICE FROM GUILD OR ITS AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.

THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. GUILD MAY MAKE CHANGES TO THE SERVICE AND ANY OF THE CONTENT OR FEATURES INCLUDED THEREIN, INCLUDING THE PRICES AND ACCESS RULES FOR ANY FUNCTIONALITY, AT ANY TIME WITHOUT NOTICE. THE CONTENT INCLUDED ON THE SERVICE MAY BE OUT OF DATE, AND GUILD MAKES NO COMMITMENT TO UPDATE SUCH CONTENT.

THE USE OF THE SERVICE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

Through your use of the Service, you may have the opportunities to engage in commercial transactions with other users and vendors, including (without limitation) Members and Clients. You acknowledge that all transactions relating to any Consultation or other merchandise or services offered by any party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, are agreed to solely between the seller or purchaser of such merchandise and services and you. GUILD MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THE SERVICE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY GUILD OR ITS AFFILIATES.

Content available through the Service or presented at any Consultation represents the opinions and judgments of a Member, information provider, user, or other person or entity. We do not endorse, nor are we responsible for the accuracy or reliability of, any opinion, advice, or statement made by anyone other than an authorized GUILD spokesperson speaking in his/her official capacity. Please refer to the specific editorial policies posted on various sections of the Service for further information, which policies are incorporated by reference into these Terms of Service.

You understand and agree that temporary interruptions of the Service may occur as normal events. You further understand and agree that we have no control over third party networks you may access in the course of the use of the Service, and therefore, delays and disruption of other network transmissions are completely beyond the control of GUILD.

You understand and agree that the Service is provided "AS IS" and that GUILD assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

IN NO EVENT SHALL GUILD OR ANY OTHER GUILD PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT GUILD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SERVICE.

FURTHER, NEITHER GUILD, NOR ANY OTHER GUILD PARTY, SHALL BE LIABLE IN ANY WAY FOR ANY CONSULTATION OR OTHER THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SERVICE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH OTHER USERS OF THE SITE, INCLUDING WITHOUT LIMITATION ANY TRANSACTION BETWEEN A MEMBER AND CLIENT. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

You agree to defend, indemnify, and hold GUILD and the other GUILD Parties harmless from all liabilities, claims, and expenses, including attorney's fees, which arise from your violation of these Terms of Service, or other negligent or wrongful conduct. GUILD reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate in asserting any available defenses.

These Terms of Service, together with the Privacy Policy and the other Governing Documents, shall all be governed and construed in accordance with the internal laws of the State of Hawaii, without regard to conflicts of law principles. You agree that any legal action or proceeding between GUILD and you for any purpose concerning these Terms of Service, the Privacy Policy, the other Governing Documents or your use of the Service shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Honolulu, Hawaii.

Any cause of action or claim you may have with respect to any of the foregoing matters must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO CLAIM UNDER THESE TERMS OF SERVICE, THE PRIVACY POLICY OR THE OTHER GOVERNING DOCUMENTS SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.

These Terms of Service, together with the Privacy Policy and the other Governing Documents, constitute the entire agreement between you and GUILD concerning the Service. If any provision of any such document is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions thereof, which shall remain in full force and effect. GUILD's failure to insist upon or enforce strict performance of any provision of these Terms of Service or any of the other Governing Documents shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of these Terms of Service. GUILD may assign its rights and duties under these Terms of Service or any of the other Governing Documents to any party at any time without notice to you.

Most communication between GUILD and you will be sent and received electronically. You agree that all electronic communication between GUILD and you shall satisfy any legal requirements that such communications be in writing.

Any rights of GUILD not expressly granted herein are reserved.