Mentorship Contract
This Coaching Agreement (“Agreement”) is entered into by and between Silah, a entity (“Platform”), and the individual identified below (“Mentor”), individually known as (“Party”) and may collectively be referred to as (“Parties”). **WHEREAS, **the Platform operates an online technology platform that facilitates connections between mentors and mentees for the purpose of educational, professional, and personal development services; **WHEREAS, **the Mentor desires to offer mentorship or coaching services to users of the Platform in accordance with the terms and conditions of this Agreement; WHEREAS, this Agreement is supplemental to, and incorporates by reference, the Platform’s Terms of Service, Privacy Policy, and any other applicable platform rules or policies governing the use of its services; NOW, THEREFORE, in consideration of the foregoing premises, of the mutual covenants contained in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:1. Engagement & Scope of Services
The Mentor agrees to provide mentorship and coaching services through the Platform, which may include but are not limited to career development guidance, professional skill-building, business strategy consultation, and personal growth support (the “Services”). The Mentor shall conduct all sessions in a professional, ethical, and supportive manner consistent with industry best practices. The Mentor acknowledges and agrees that the Services do not include psychotherapy, medical treatment, legal advice, financial advisory services, or any form of regulated professional counseling. The Mentor shall not represent themselves as a licensed medical, legal, or mental health professional unless separately licensed and engaged for such services outside the Platform, in accordance with applicable laws. The Mentor further agrees to refrain from offering any advice or services that may reasonably be construed as clinical therapy, diagnosis, legal representation, or other services regulated by state or federal licensing bodies.2. Platform-Only Relationship
The Mentor agrees to provide the Services exclusively through the Platform and shall not offer, solicit, or accept coaching or mentorship engagements with any mentee introduced or connected through the Platform outside of the Platform’s ecosystem during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement (the**“Restricted Period”** ). The Mentor shall not directly or indirectly solicit, contact, or enter into any agreement or arrangement—whether formal or informal—with any mentee met through the Platform for the provision of services similar to those offered on the Platform, except through the Platform itself. This restriction applies regardless of who initiates the contact. The Mentor acknowledges that this provision is essential to protect the Platform’s legitimate business interests, including its investment in acquiring users and facilitating mentor-mentee relationships. Any breach of this clause may result in immediate termination of the Mentor’s access to the Platform and may subject the Mentor to legal remedies, including injunctive relief and damages.3. Independent Contractor Status
The Mentor acknowledges and agrees that they are acting as an independent contractor and not as an employee, agent, joint venturer, or partner of the Platform. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between the Mentor and the Platform. The Mentor shall have no authority to bind the Platform, make representations on behalf of the Platform, or incur any obligations or liabilities in the name of the Platform. The Mentor is solely responsible for determining the manner, method, and means by which the Services are provided, subject to the guidelines and policies of the Platform. As an independent contractor, the Mentor is solely responsible for all taxes, withholdings, insurance, and other statutory, regulatory, or contractual obligations, including but not limited to income tax, self-employment tax, Social Security, Medicare, unemployment insurance, and workers’ compensation. The Mentor shall not be entitled to any benefits provided by the Platform to its employees, including but not limited to health insurance, retirement plans, paid time off, or other employee benefits.4. Background Check, Eligibility & Limitation of Liability
Eligibility and Representations\
The Mentor represents and warrants that they are legally permitted to provide mentorship services, are at least 18 years of age (or the age of majority in their jurisdiction), and possess the skills, qualifications, and experience reasonably necessary to deliver the services offered through the Platform. The Mentor agrees to provide truthful, accurate, and complete information in all communications, profiles, and representations made to the Platform and Mentees.Background Checks\
The Platform reserves the right, but is not obligated, to conduct background checks or verify the credentials of any Mentor. By entering this Agreement, the Mentor authorizes the Platform to conduct such background screenings as deemed necessary and consents to the collection and use of any information relevant to evaluating their suitability to offer services on the Platform, subject to applicable privacy laws.The Platform may immediately suspend or terminate a Mentor’s access if any information provided is found to be false, misleading, incomplete, or if any background check raises concerns regarding safety, legality, or reputational harm.
Limitation of Liability\
To the maximum extent permitted by law, the Platform shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to the Mentor’s participation in the Platform, the provision or failure to provide services, technical interruptions, or the actions or omissions of Mentees.The Platform’s total aggregate liability to the Mentor for any claim under this Agreement shall not exceed the total amount of commissions earned by the Platform from the Mentor’s services during the three (3) months immediately preceding the event giving rise to the claim.
The Mentor acknowledges and agrees that they are providing services in their personal and independent capacity, and they assume full responsibility for all consequences resulting from their sessions, conduct, and advice. The Platform does not supervise or control the manner in which services are delivered and makes no warranties regarding the outcomes, effectiveness, or suitability of any mentorship interaction.
5. Payment Terms
The Mentor’s compensation for services rendered through the Platform shall be governed by the Platform’s applicable payment policies, including but not limited to the Mentorship Platform Pricing Policy and the Mentorship Bundle Policy (collectively, the “Supplemental Pricing and Service Package Policies”), which are incorporated herein by reference and form a binding part of this Agreement. By offering mentorship services through the Platform, the Mentor agrees to adhere to all current and future iterations of the Supplemental Pricing and Service Package Policies, which set forth the following: (a) Mentorship Platform Pricing Policy – This policy governs how service fees are calculated, how net revenue is allocated between the Mentor and the Platform, and the procedures for payment processing and disbursement of earnings to the Mentor. (b) Mentorship Bundle Policy – This policy regulates the setup, structure, pricing, expiration, and refundability of bundled mentorship offerings (e.g., one-month, three-month, or six-month packages) available to Mentees through the Platform. The Mentor understands and agrees that these policies may be revised at the sole discretion of the Platform from time to time. Continued use of the Platform and ongoing provision of mentorship services after such changes constitute the Mentor’s acceptance of the most recent version of each applicable policy. Payments to the Mentor shall be made in accordance with the disbursement schedule specified in the Mentorship Platform Pricing Policy, less any applicable fees, commissions, chargebacks, or withholdings required by law or Platform policy.6. Scheduling and Cancellations
The Mentor is responsible for setting their availability and managing the scheduling of sessions through the Platform’s scheduling tools. Mentees may select from available time slots or request alternative times, subject to the Mentor’s approval.Rescheduling and Cancellations by Mentees
Mentees may reschedule or cancel a scheduled session, provided they do so at least 24 hours in advance of the scheduled session time. Cancellations made by Mentees with less than 24 hours’ notice may result in forfeiture of the session without refund, subject to the Platform’s discretion and applicable policies.Rescheduling and Cancellations by Mentors
Mentors must provide a minimum of 24 hours’ notice to reschedule or cancel a session. Excessive or last-minute cancellations by the Mentor may lead to disciplinary action, including but not limited to loss of visibility on the Platform, suspension of services, or termination of this Agreement.No-Shows
If a Mentee fails to attend a scheduled session without prior notice, the session may be marked as completed and non-refundable in accordance with the Platform’s policies. If a Mentor fails to appear for a scheduled session without timely notice, the Platform reserves the right to issue a refund to the Mentee and may take corrective action against the Mentor, including financial penalties or suspension. The Mentor agrees to review and comply with any additional scheduling and cancellation policies published by the Platform and acknowledges that failure to do so may impact their ability to offer services.7. Confidentiality
The Mentor agrees to maintain the confidentiality of all non-public, personal, or sensitive information disclosed by Mentees during the course of mentorship sessions or in connection with the Services (“Confidential Information”). This includes, but is not limited to, personal experiences, business information, goals, challenges, and any other materials shared by the Mentee with the reasonable expectation of privacy. The Mentor shall not disclose, share, or use any Confidential Information for any purpose other than providing mentorship services through the Platform, except with the Mentee’s express written consent. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Mentor;(b) was lawfully known to the Mentor prior to disclosure by the Mentee; or
(c) is required to be disclosed by law, court order, or other governmental authority, provided that, where legally permissible, the Mentor gives prompt notice to the Platform and, if appropriate, to the Mentee, to allow an opportunity to contest or limit such disclosure. The obligations under this clause shall survive the termination of this Agreement.
8. Non-Circumvention
The Mentor agrees that all mentorship relationships initiated through the Platform must remain exclusively facilitated by the Platform. The Mentor shall not, during the term of this Agreement and for a period of twelve (12) months following its termination or expiration (the “Restricted Period”), directly or indirectly solicit, engage, or accept any offer to provide services to any Mentee introduced through the Platform outside of the Platform. This restriction applies regardless of who initiates contact and includes any attempt to bypass, avoid, or circumvent the Platform’s role in facilitating or processing the mentorship engagement, including but not limited to accepting payment outside of the Platform, arranging off-platform sessions, or continuing mentorship after account closure without written consent from the Platform. The Mentor acknowledges that this clause is essential to protect the Platform’s legitimate business interests, including the value of its user relationships and investment in facilitating connections between Mentors and Mentees. Any violation of this provision shall constitute a material breach of this Agreement and may result in immediate termination, legal action, and/or monetary damages, including but not limited to reimbursement of lost platform fees.9. Content & Intellectual Property Rights
The Mentor retains ownership of any original content, materials, tools, or resources developed independently and used during mentorship sessions (“Mentor Content”). The Mentor agrees not to use or incorporate any third-party intellectual property in any Mentor Content unless they have obtained all necessary rights, licenses, or permissions to do so. The Mentor shall indemnify and hold harmless the Platform from any claims arising out of alleged infringement or unauthorized use of third-party intellectual property. Any tools, resources, documentation, software, or branding developed by or provided by the Platform (“Platform Materials”) remain the exclusive property of the Platform. The Mentor agrees not to reproduce, distribute, or use Platform Materials outside the scope of this Agreement or beyond what is permitted by the Platform. The Platform may collect and use anonymized or aggregated data derived from the Mentor’s services, feedback, or session performance metrics for internal analytics, service improvement, and marketing purposes, provided no personally identifiable information of either the Mentor or Mentees is disclosed without consent.10. Code of Conduct
The Mentor agrees to conduct all mentorship sessions and communications with Mentees and Platform personnel in a professional, respectful, and ethical manner consistent with the Platform’s values and community guidelines. The Mentor shall:- Treat all Mentees with respect, patience, and courtesy, regardless of background, identity, or beliefs;
- Refrain from any form of harassment, discrimination, exploitation, or abusive behavior;
- Avoid making any false, misleading, or unsubstantiated claims about their qualifications, background, or the expected outcomes of their services;
- Not engage in romantic, sexual, or otherwise inappropriate relationships with Mentees;
- Refrain from soliciting or offering services unrelated to the Platform, including personal or commercial promotions.
11. Data Privacy & Compliance
The Mentor agrees to handle all personal data and information obtained through the Platform in strict compliance with applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other laws relevant to the jurisdiction in which the Mentor or Mentee is located. The Mentor shall not collect, store, share, or use any personal data of Mentees for purposes other than providing mentorship services through the Platform. The Mentor is prohibited from exporting or replicating any user data outside of the Platform without the express written consent of the Platform and the Mentee. The Mentor shall not record, transcribe, or otherwise document mentorship sessions without the Mentee’s explicit prior consent and only where such recording is permitted by law. Any such recordings must be securely stored and deleted upon request by the Mentee or the Platform. The Mentor further agrees to promptly notify the Platform of any data breaches, unauthorized access, or suspected misuse of personal data related to their use of the Platform. Failure to comply with this clause may result in immediate termination and may subject the Mentor to legal and regulatory consequences.12. Termination
This Agreement may be terminated by either the Mentor or the Platform at any time, with or without cause, upon providing written notice to the other party. Termination shall be effective as of the date specified in the notice, or immediately if for cause. The Platform may immediately suspend or terminate this Agreement and the Mentor’s access to the Platform without prior notice in the event of:- Any breach of this Agreement or the Platform’s Terms of Service;
- Repeated cancellations, no-shows, or unprofessional conduct;
- Conduct that, in the sole discretion of the Platform, harms or could harm the Platform’s reputation, users, or operations;
- A legal or regulatory obligation requiring termination.
- Cease offering services through the Platform;
- Fulfill any outstanding obligations to Mentees unless excused by the Platform;
- Return or delete any Platform Materials or confidential information in their possession.
13. Indemnification
The Mentor agrees to indemnify, defend, and hold harmless the Platform, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:- The Mentor’s performance or non-performance of the Services;
- Any breach of this Agreement or the Platform’s Terms of Service or policies;
- Any violation of applicable laws, regulations, or third-party rights, including but not limited to intellectual property, privacy, or data protection laws;
- Any act, omission, or misconduct by the Mentor during the provision of Services through the Platform, including interactions with Mentees.
14. Dispute Resolution
In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the services provided, or the Mentor’s relationship with the Platform, the parties agree to first attempt to resolve the matter amicably through informal discussions in good faith. If the dispute is not resolved within thirty (30) days of such discussions, the parties agree to submit the matter to non-binding mediation as a condition precedent to initiating formal legal proceedings. Mediation shall be conducted in a manner and at a time, location (including remote/virtual), and under procedures determined at the sole discretion of the Platform. If the dispute remains unresolved following mediation, the Platform may, at its sole discretion, require that the matter be submitted to binding arbitration or litigated in a court of competent jurisdiction. The method, venue, governing procedural rules, and forum shall be determined by the Platform in its discretion. Nothing in this clause shall prevent the Platform from seeking immediate injunctive or equitable relief to prevent actual or threatened harm, misuse of confidential information, or infringement of its intellectual property or other proprietary rights.15. Governing Law and Miscellaneous Provisions
Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the jurisdiction determined by the Platform, without regard to its conflict of law principles. Entire Agreement. This Agreement, together with the Platform’s Terms of Service, Privacy Policy, and any supplemental policies referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, whether oral or written. Amendments. The Platform reserves the right to update or modify this Agreement at any time in its sole discretion. The Mentor will be notified of material changes, and continued use of the Platform following such changes constitutes acceptance of the revised terms. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. Waiver. No waiver of any term or condition shall be deemed a further or continuing waiver of such term or any other term. The Platform’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Assignment. The Mentor may not assign or transfer any rights or obligations under this Agreement without prior written consent of the Platform. The Platform may assign this Agreement freely and without restriction. Survival. Provisions that by their nature should survive termination of this Agreement shall survive, including but not limited to confidentiality, non-circumvention, intellectual property, indemnification, and dispute resolution.16. Notices
All legal or formal notices under this Agreement (“Notices”) shall be provided in writing and delivered to the parties using the contact information set forth below or as otherwise updated in writing.| Mentor | Email and/or Platform Messaging System | Email: _______________________________ (Mentor to complete) |
|---|---|---|
| Platform | Email or official communication channel | Email: support@silahplatform.com (or as posted on the website) |