Terms and Conditions of Service Agreement
This document contains:
Conscious Crypto Circle Terms of Service Agreement
Member Agreement between Proof-Of-Lightwork and Member for Use of the Service
Coupon Terms and Condition
Conscious Crypto Circle and Mentor Agreement
Welcome to Conscious Crypto Circle (“CCC”), a social and educational platform owned and operated by Proof of Lightwork FZ LLE, a company registered in Fujairah P.O. Box 4422, United Arab Emirates, and having a license number 17013, and its related companies and affiliates (POL, the “Company,” “us,” “our,” or "we") and you ("you" or “your”), designed to enable users who identify as members, etc. (“Members”) to access several tools and services, and mentors (“Mentors”) services, and meet other Members to help facilitate the growth or evolution of their spiritual and financial goals.
Please read this terms of service agreement (“Agreement”) carefully. This website and any other websites of POL, its affiliates or agents on which a link to these terms of service appear (collectively, the “website”) and the information on it are controlled by POL. This agreement governs your use of the website, our mobile applications (“apps”), and the services, information, and content, available or enabled via the website or app (collectively, with the apps and the website, the “services”). By clicking on the “I accept” button, completing the registration process, downloading an app, or accessing or using any of the services, you represent that (1) you have read, understand, and agree to be bound by this agreement, (2) you are of legal age to form a binding contract with POL, and (3) you have the authority to enter into the Agreement personally or on behalf of the individual named as the user at the time of registration, or if you are entering into this agreement on behalf of a legal entity, you have the authority to bind that legal entity to the terms of this agreement. The term “you” or “user” refers to the individual or legal entity, as applicable, identified as the user during registration for the services. Unless otherwise specified, “you” refers to members and mentors. If you do not agree to be bound by this agreement, you may not access or use this website, app, or services.
Please be aware that section 14 of this agreement below contains provisions governing how claims that you and we have against each other are resolved, including, without limitation, any claims that arose or were asserted prior to the effective date of this agreement.
Any dispute or claim relating in any way to your use of the website or the services will be governed and interpreted by and under the laws of the DIFC courts, consistent with the DIFC-LCIA arbitration rules, without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on contracts for the international sale of goods is expressly excluded from this agreement.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. For example, if you register as a Member, you hereby agree to the Member Terms Agreement. If you register as a Mentor or feathered as a mentor at the Website, you hereby agree to the Mentor Terms Agreement. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. All Supplemental Terms are hereby incorporated into this Agreement by reference. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”
Please note that the terms are subject to change by POL at its sole discretion at any time. When changes are made, POL will make a new copy of the agreement available at the website and the app, and any new supplemental terms will be made available from within, or through, the affected service on the website or app. We will also update the “last updated” date at the top of the agreement. If we make material changes to the agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an account (as defined in section 2.1) or another manner through the services (which may include posting an announcement on our website). POL may require you to provide consent to the updated Agreement in a specified manner before further use of the website, app, and/or the services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the website, app, and services. Otherwise, your continued use of the website, app, or services constitutes your acceptance of such change(s). Please regularly check the website to view the then-current terms.
1. Use of the Services
The Website, App, Services, and the information and content available on the Website, App, and the Services (as these terms are defined herein) (collectively, the “POL Properties”) are protected by copyright laws throughout the world. Subject to the Terms, POL grants you a limited license to use the POL Properties solely for your personal use. Unless otherwise specified by POL in a separate license, your right to use any POL Properties is subject to the Terms.
1.1 Updates. POL may from time to time develop patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Updates automatically. Your continued use of the POL Properties is your agreement to this Agreement with respect to the POL Properties.
1.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any POL Properties or any portion of POL Properties, including the Website and App; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other POL Properties (including images, text, page layout or form) of CCC; (c) you shall not use any metatags or other “hidden text” using CCC’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of POL Properties; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access any POL Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of any POL Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in POL Properties. Any future release, update, or other addition to POL Properties shall be subject to the Terms. POL, its suppliers, and service providers reserve all rights not granted in the Terms. Any unauthorized use of POL Properties terminates the licenses granted by POL pursuant to the Terms.
1.3 Third-Party Materials. As a part of POL Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for POL to monitor such materials and that you access these materials at your own risk.
1.4 Independent Contractor Relationship. Mentors are independent contractors of POL and not an employee, partner, representative, agent, joint venturer, or franchisee of POL. POL provides a chat, a social platform, and audiovisual content intended to share general knowledge on personal financial management. POL does not provide financial or tax advice, financial services, or investments, and mentors may not provide the same. POL allows connecting users with mentors through CCC and other communication channels e.g Discord, and POL does not (1) provide mentor services directly to users, or (2) employ individuals to provide services. You hereby acknowledge that POL does not supervise, direct, control, or monitor a mentor’s work and expressly disclaims any responsibility and liability for the services provided by mentors in any manner, including but not limited to a warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. In addition, mentors agree that they are independent contractors and not a partner, joint venturer, agent, or employee of POL and you will not bind nor attempt to bind POL to any contract. Mentors are not eligible to participate in any of POL’s employee benefit plans, fringe benefit programs, group insurance arrangements, or similar programs.
1.5 Fees. Certain features of the Services may require payment (the “Fees”). You agree to pay all Fees in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You will be liable for any taxes required to be paid on the Services provided under the Agreement.
2.1 Registering Your Account.
(a) In order to access certain features of POL Properties, you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website, App, or Services (“Account”). Upon launching the Service, if you do not already have an Account, you will be prompted to create one by providing a username and in some cases a password. You may also be required to provide a valid email address or other information to access or utilize certain applications or features.
(b) You represent and warrant that the information you provide to us upon registration and at all other times will be true, accurate, current, and complete. We reserve the right to reject any username or to terminate your username or prevent the use of a username at our sole discretion, and without any liability to us. You understand and agree that other Users of the Service may have the same username as you, however, Users will be differentiated by a number identifier that may or may not be visible to you or other Users. You will ensure that your e-mail address is kept accurate and up-to-date at all times. You shall be responsible for maintaining the confidentiality of your log-in credentials and be fully responsible for all activities that occur through the use of your credentials or otherwise on your Account.
(c) You agree to notify us immediately in writing if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. You agree that we will not be liable for any loss or damage howsoever arising from misuse or unauthorized use of your credentials.
(d) POL may allow you to use a third-party service, like Google, to register for an Account.
2.2 Registration Data. In registering an account through the Services, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using POL Properties under the laws of the United Arab Emirates, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree to monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of POL Properties by minors. You may not share your Account or password with anyone, and you agree to (i) notify POL immediately of any unauthorized use of your password or any other breach of security; and (ii) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or POL has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, POL has the right to suspend or terminate your Account and refuse any and all current or future use of POL Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. POL reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use POL Properties if you have been previously removed by POL, or if you have been previously banned from any of POL Properties. For more specific details on registration, please see the Fan Specific Terms or Talent Specific Terms, as applicable, below.
2.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to POL Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing POL Properties.
3. Responsibility for Content
3.2 No Obligation to Pre-Screen Content. You acknowledge that POL has no obligation to pre-screen Content (including, but not limited to, User Content), although POL reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, message, voice or other communications. In the event that POL pre-screens, refuses, or removes any Content, you acknowledge that POL will do so for POL’s benefit, not yours. Without limiting the foregoing, POL shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by POL in writing elsewhere, POL has no obligation to store Your Content that you Make Available on POL Properties. POL has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving the use of POL Properties.
4. User Conduct
4.1 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement):
(a) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of POL Properties (including your Account), or access to or use of POL Properties;
(b) Upload, post, e-mail, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any POL Property;
(c) Use POL Properties or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation;
(d) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise) in connection with POL Properties; or
(e) Market any goods or services for any business purposes on or in connection with any POL Properties.
4.2 General. In connection with your use of POL Properties, you shall not:
(a) Make Available any Content that, in POL’s sole discretion, (i) is unlawful, tortious, defamatory, abusive, profane, vulgar, pornographic, obscene, libelous, or racially, ethnically or otherwise objectionable (including nudity); (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(b) Harm minors in any way;
(c) Impersonate any person or entity, including, but not limited to, POL personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, moral, publicity or other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;
(h) Stalk or otherwise harass, bully or intimidate any other user of our POL Properties; or
(i) Advocate, encourage, or assist any third party in doing any of the foregoing activities in this section
POL may, but is not obligated to, monitor or review POL Properties and Content at any time. Without limiting the foregoing, POL shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although POL does not generally monitor user activity occurring in connection with POL Properties or Content, if POL becomes aware of any possible violations by you of any provision of the Agreement, POL reserves the right to investigate such violations, and POL may, at its sole discretion, immediately terminate your license to use POL Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
6.1 POL Properties. Except with respect to Your Content, User Content, and Supplemental Terms, you agree that POL and its suppliers own all rights, title, and interest in and to all POL Properties. You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Website, the Services, or any other POL Properties.
6.2 Trademarks. “CCC” “Conscious Crypto Circle” and other related graphics, logos, service marks, and trade names used on or in connection with POL Properties or in connection with the Services are the trademarks of POL and may not be used without permission. Other trademarks, service marks, and trade names that may appear on or in POL Properties are the property of their respective owners.
6.3 Other Content. Except with respect to Your Content and Supplemental Terms, you agree that you have no right or title in or to any Content that appears on or in POL Properties.
6.4 Your Content. POL does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in POL Properties you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. In addition to any other license granted under this Agreement, you grant POL a fully-paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sub-licensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of:
(a) operating, improving, and providing the Services;
(b) advertising, marketing, and promoting our Site, App and Services and
(c) compiling statistical and other information related to the performance, operation, and use of the Service.
Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of POL Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that we may display advertising with or in connection with Your Content. You further acknowledge and agree that POL has no obligation to you in connection with any advertising displayed on or in connection with the POL Properties (including no obligation to share any revenue received by POL as a result of any such advertising). You agree that you, not POL, are responsible for all of Your Content that you Make Available on or in POL Properties.
6.5 Exporting Your Content. POL may provide tools through the Service that enable you to export information, including User Content, to third-party services. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
6.6 Third-party content POL may use third-party services to help us provide the Service, but such use does not indicate or imply whatsoever that we endorse them or are responsible or liable for their actions. In addition, the Service may link to third-party websites to facilitate its provision of services to you. If you use these links, you will leave the Service but notwithstanding you shall still be subject to any and all applicable terms relating to the Service.
6.7 Account. Notwithstanding anything contained herein to the contrary, you acknowledge and agree that you will have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of POL.
6.8 Feedback. We appreciate hearing from our Users and welcome your comments regarding the Service. If you choose to provide feedback, comments, or suggestions for improvements to the Service or otherwise (in written or oral form) (“Feedback”), you represent and warrant that (a) you have the right to disclose the Feedback, (b) the Feedback does not violate or infringe upon the rights of any other person or entity, and (c) your Feedback does not contain the confidential or proprietary information of any third party or parties.
By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) agree that we are under no obligation to act upon the Feedback, (iii) agree that we shall not be held liable for omitting or publishing the Feedback, (iv) acknowledge that we may have something similar to the Feedback already under consideration or in development, (v) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works from, publish, distribute and sublicense the Feedback, and (vi) irrevocably waive, and cause to be waived, against POL and the Users any claims and assertions of any moral rights contained in such Feedback. This Feedback provision shall survive any termination of your account or the Service.
You agree that submission of any ideas, suggestions, documents, and/or proposals to POL through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that POL has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to POL a fully-paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sub-licensable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of POL Properties.
All rights in this section are granted without the need for any compensation whatsoever of any sort to you.
6.9 Comments and Reviews. The Service allows Members to post comments about Services, Mentors, and others as may be added from time to time (collectively, “Reviews”), and if you are a Member, you are solely responsible for any content, opinion, statement, recommendation, or advance contained therein. Reviews posted on the Service are User Content that is not endorsed by POL and do not represent the views of POL. You acknowledge that any opinions, statements, recommendations, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. POL shall have the right, but not the obligation to monitor or review any Reviews at any time. POL reserves the right to refuse to post or remove any material submitted or posted in any Review. Notwithstanding the foregoing, you acknowledge that POL is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. POL does not assume liability for Reviews or for any claims for economic loss resulting from such ratings and reviews. Because we expect Users to maintain a high level of integrity with respect to ratings and reviews posted through the Service, you agree: (i) to base any rating or review you post only on your first-hand experience with the applicable Mentor; (ii) you will not provide a rating or review for any Mentor with respect to which you have an employment relationship or other affiliation; (iii) you will not submit a rating or review in exchange for payment or other benefits from any individual or entity; and (iv) your review will comply with these Terms. If POL determines, in our sole discretion, that any rating or review could diminish the integrity of the ratings and reviews, we may exclude such User Content without notice.
7. Interactions with Other Users
You are solely responsible for your interactions with other Users and any other parties with whom you interact in the Website Chat Rooms, Discord or other Services; however, that POL reserves the right, but has no obligation, to intercede in such disputes. You use all User Content and interact with other Users at your own risk. You agree that POL will not be responsible for any liability incurred as the result of such interactions.
8. Third-Party Services
8.1 Third-Party Websites, Applications & Ads. POL Properties may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website, Third-Party Application or Third- Party Ad, we will not warn you that you have left POL Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of POL. POL is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads. POL provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or their products or services. You use all links in Third-Party Websites, Third-Party Applications, and Third-Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party
You agree to indemnify and hold POL, its successors, assigns, parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “POL Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of the Services or any other POL Properties; (c) your violation of the Terms (including, without limitation, your submission of false or misleading information through the Services); (d) your violation of any rights of another party, including any Users; (e) your interactions with other Users; and (f) your violation of any applicable laws, rules or regulations. POL reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with POL in asserting any available defenses. This provision does not require you to indemnify any of the POL Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to POL Properties.
10. Disclaimer of Warranties and Conditions
10.1 As-Is. you expressly understand and agree that to the extent permitted by applicable law, your use of pol properties is at your sole risk, and pol properties are provided on an “as is” and “as available” basis. pol expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement arising from the use of the services.
(a) POL makes no warranty, representation, or condition that: (1) POL Properties will meet your requirements; (2) your use of POL Properties will be uninterrupted, timely, secure, or error-free; or (3) the results that may be obtained from the use of POL Properties will be accurate or reliable.
(b) POL makes no representations or guarantees regarding the effectiveness of the services or timeliness of the services.
(c) Any content accessed through POL Properties is at your own risk and you shall be solely responsible for any loss that results from accessing such content.
10.2 No Liability for Conduct of Third Parties. You acknowledge and agree that POL parties are not liable, and you agree not to seek to hold POL liable, for the conduct of third parties, including operators of external sites, and that the risk of economic damages from such third parties rests entirely with you. POL makes no warranty that the services provided by third parties will meet your requirements or be available on an uninterrupted, secure, or error-free basis. POL makes no warranty regarding the quality of any such services or the accuracy, timeliness, truthfulness, completeness, or reliability of any user content obtained through pol properties.
10.3 No Liability for Conduct of Other Users. The Service provides communication channels such as forums, communities, or chat areas ("Communication Channels") designed to enable you to communicate with other Service Users. POL has no obligation to monitor these communication channels but it may do so in connection with providing the Service. The POL may also (and is entitled to) terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that any User Content (including without limitation chats, postings, or materials posted by Users) on the Communication Channels is neither endorsed nor controlled by us. POL will not under any circumstances be liable for any activity within Communication Channels. POL is not responsible for information that you choose to share on the Communication Channels, or for the actions of other Users.
You are solely responsible for all of your communications and interactions with other users of pol properties. you understand that pol does not make any attempt to verify the statements of users of pol properties.
11. Limitation of Liability
11.1 Disclaimer of certain damages. To the maximum extent permitted by law, you understand and agree that in no event shall pol be liable for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the services, or for any damages resulting from loss of use, data or profits, arising out of or in connection with the services, whether or not pol has been advised of the possibility of such damages, whether based on warranty, copyright, contract, tort (including negligence), or any other legal theory.
11.2 Cap on liability. Under no circumstances will pol be liable to you for more than the total amount paid to POL by a fan or received by talent during the twelve (12)- month period prior to the act, omission, or occurrence giving rise to such liability. the foregoing cap on liability shall not apply to the liability of pol for (a) death or personal injury caused by pol’s negligence; or for (b) any injury caused by pol’s fraud or fraudulent misrepresentation.
11.4 Basis of the bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between POL and you. The foregoing limitations of liability apply to the fullest extent allowed by law.
12.1 Termination. If you want to terminate the Services provided by POL, you may do so by (a) notifying POL at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to POL's e-mail address set forth below. We reserve the right to terminate your access to the POL Properties, at any time, for any reason, at our sole discretion.
12.2 POL has adopted a policy of terminating, in appropriate circumstances and at the POL's sole discretion, Users who are deemed to be repeat infringers. POL may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users and take any action whatsoever including action at court, against those who infringe any intellectual property rights of others, whether or not there is any repeat infringement, at any time at the sole discretion of POL.
12.3 Effect of Termination. Termination of the Services includes removal of access to the Services and barring of further use of the Services. Upon termination of the Services, your right to use the Services will automatically and immediately terminate. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases and POL will not have any liability whatsoever to you for any deletion of Your Content. POL will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13. International Users
POL Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that POL intends to announce such Services or Content in your country. POL Properties are controlled and offered by POL from its facilities in the United Arab Emirates. POL makes no representations that POL Properties are appropriate or available for use in other locations. Those who access or use POL Properties from other countries do so at their own volition and are responsible for compliance with local law. POL reserves the right to limit the availability of the Website and/or Services to any person, geographic area, or jurisdiction it so desires at any time and at our sole discretion.
14. Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement, including any question regarding its existence, validity, or termination, parties shall first seek settlement of that dispute by mediation in accordance with the Mediation Rules of the DIFC LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.
If the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as Client and S4H shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this Clause.
The language to be used in the mediation and in the arbitration shall be English. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be one and the seat, or legal place, of arbitration, shall be Dubai, UAE. Any award and/or final decision of the arbitrators shall include a decision on costs, including, without limitation, fees of counsel.
15. Governing Law
This agreement shall be governed by and construed in all respects in accordance with the Laws of the United Arab Emirates, and the DIFC Courts shall have jurisdiction to decide any matter arising out of this agreement. Should anyone clause, or part of any clause, of this agreement be deemed to be against the law, this shall in no way affect the entirety of this agreement. Furthermore, the Parties agree that in said circumstances they shall make their best endeavors to achieve as closely as possible the aim of any clause, or part of a clause, that be deemed to be illegal.
Each of the terms and conditions of this Agreement operates separately. If any court or competent authority decides that any of the terms or conditions is unlawful or unenforceable, the remaining terms and conditions will remain in full force and effect.
16. Procedures for Making Claims of Copyright Infringement
It is POL’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to POL by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on POL Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on POL Properties of the material that you claim is infringing; (d) your address, telephone number, and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for POL’s Copyright Agent for notice of claims of copyright infringement is as follows: [email protected]
17. General Provisions
17.1 Electronic Communications. The communications between you and POL use electronic means, whether you visit POL Properties or send POL e-mails, or whether POL posts notices on POL Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from POL in an electronic form and we will also make it easy for you to opt-out; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that POL provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
17.2 You may use the Service to send messages to other Users of the Service from time to time in accordance with the Terms. You agree that your use of the Service will not include (and you are prohibited from) sending unsolicited marketing and/or advertising messages, spam or broadcasts. We may utilize a variety of means to block spammers and abusers from using the Service. If you believe spam originated from the Service, please email us immediately at [email protected]
17.3 Release. You hereby release POL Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from your use of POL Properties. The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a POL Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site, App or any Services provided hereunder.
17.4 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without POL’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
17.5 Force Majeure. POL shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
17.6 Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to POL Properties, please contact us at [email protected]. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
17.1 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and POL agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the DIFC Courts.
17.8 Notice. Where POL requires that you provide an e-mail address, you are responsible for providing POL with your most current e-mail address. In the event that the last e-mail address you provided to POL is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, POL’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to POL at the following e-mail address: [email protected].
17.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
17.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, and the original intention of the parties and the remaining portions shall remain in full force and effect.
17.12 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
Member Terms Agreement
By clicking “I accept” (or any similar indicia of acceptance), you (“Member”) agree to comply with the terms of service set forth in this Agreement between Proof Of Lightwork FZ LLE (“POL”) and Member (“Member”) for use of the Service on Conscious Crypto Circle (“CCC”) the (“Agreement”). If you subscribe to the member services for a term (the "Initial Term”), then the Terms will be automatically renewed for additional periods of the same duration as the Initial Term at CCC’s then-current fee for such member services unless you opt-out of the auto-renewal or decline to renew your subscription in accordance with section 1 below “subscriptions”.
2. Terms of Service
This Agreement is incorporated by reference into the CCC Terms of Service for the Service (“Terms”). Capitalized terms used but not defined in this Agreement have the meanings given in the Terms or in context, as applicable, and all other terms defined in this Agreement have the meanings provided in context. To the extent there is a conflict between the Terms and this Agreement, this Agreement will govern solely to the extent of the conflict.
Member will have the option to use CCC’s Member Services described at https://www.consciouscryptocircle.com/mentor-services/ (the “Member Services”) and Mentor Services (defined below) described on the Service. Member acknowledges and agrees that Mentors may change at any time without prior notice to Members and that Mentors are providing general financial advice, which Member relies on completely at its own risk. Member waives any claims against POL and Mentors with respect to the foregoing.
4. General Payment Terms
Member agrees to pay all fees for the Member Services and Mentor Services (if applicable) in accordance with the fees and billing terms in effect at the time a fee is due and payable by any payment method agreed to by POL (e.g., credit card or PayPal and/or such other payment methods we may make available to you from time to time through our Service) (“Payment Methods”). If Member pays by credit card, Member must provide POL with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”). Member’s Payment Provider agreement governs its use of the designated credit card and it must refer to that agreement and not this Agreement to determine its rights and liabilities. By providing POL with payment information for the applicable Payment Method, Member agrees that POL is authorized to immediately charge Member’s Account for all fees due and payable to POL in connection with the Member Services and that no additional notice or consent is required. Member agrees to immediately notify POL of any change in Member’s billing address or the credit card account used for payment hereunder. POL reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Service or by e-mail delivery to Member. The foregoing payment obligations in this Section 4 will not apply to Members who have been granted access to the Service through special invitations by POL.
POL may, in its sole discretion, cancel your payment at any time by providing notice to you through your contact information or by a notice when you attempt to make a payment. POL may cancel a payment or prevent you from initiating future payments for any reason, including, without limitation, the following: (i) if you attempt to use the Service in breach of any applicable law or regulation, including the card network rules or regulations; (ii) if you use the Service in breach of these Terms; (iii) if we suspect fraudulent, unlawful or improper activity regarding a payment; (iv) if we detect, in our sole discretion, that your payments have excessive disputes, high reversal rates or present a relatively high risk of losses; or (v) failure to cooperate in an investigation or provide additional information when requested.
5. Member Services Fees
Member will be responsible for payment of the applicable fee for (i) any Member Service (the “Service Subscription Fee”) at the time it creates its Account and select its annual package (i.e., the Service Subscription Fee will be due in advance) and (ii) any add-on Member Services that it purchases from time to time. For clarity, such add-on Member Services do not include Mentor Services. All fees for the Member Services are non-refundable. No contract will exist between Member and POL for any Member Service until POL accepts Member’s order by a confirmatory e-mail or other appropriate means of communication.
6. Availability and Pricing
Though we try to honor all purchase requests, availability cannot always be guaranteed. When an item is not available and cannot be replenished (e.g. if we offer a limited promotion), we will attempt to remove the item from the Service in a timely manner but make no guarantees in this regard. We may occasionally make errors in the stated prices on the Service. If a product’s correct price is higher than the published price, we will either, in our sole and absolute discretion, confirm that we will provide the item at the price listed or cancel your order and notify you of such cancellation. If a product’s correct price is lower than the published price, we will reimburse you the additional amount paid, subject to any terms and conditions set out separately, including without limitation in the event of a coupon for a discounted price.
7. Mentor Fees
The Service may also provide you with an opportunity to purchase services and features offered by Mentors (“Mentor Services”). The prices for Mentor Services will be set forth on the Service. All fees for the Mentor Services are non-refundable. No contract will exist between Member and POL for any Mentor Service. If you purchase Mentor Services through the Service, then any problems or support issues must be resolved with the applicable Mentor, unless otherwise set forth on the Service.
The payments required under this Agreement do not include any Sales Tax (defined below) that may be due in connection with the Member Services or Mentor Services. If POL determines it has a legal obligation to collect a Sales Tax from Member in connection with this Agreement, POL shall collect such Sales Tax in addition to the payments required under this Agreement. If any fees under the Agreement are subject to any Sales Tax in any jurisdiction and Member has not remitted the applicable Sales Tax to POL, Member will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Member will indemnify POL for any liability or expense POL may incur in connection with such Sales Taxes. Upon POL’s request, Member will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
9. Withholding Taxes
Member agrees to make all payments of fees to POL and free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to POL will be Member’s sole responsibility.
10. Price Changes
POL may change the price for the Service subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes.
Price changes for the Service subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect.
11.1 Automatic Renewal. Member’s subscription for Member Services will continue indefinitely until terminated in accordance with this Agreement or the Terms. After Member’s initial subscription period, and again after any subsequent subscription period, Member’s subscription for the Member Services will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at POL’s then-current price for such subscription.
We may change the price for the Service Subscription Fee from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes.
Price changes for the Service subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect.
11.2 Cancelation. Member agrees that its subscription will be subject to this automatic renewal feature unless it cancels its subscription at least 30 days prior to the Renewal Commencement Date. If Member cancels its subscription, Member may use its subscription until the end of Member’s then-current subscription term; its subscription will not be renewed after Member’s then-current term expires. If you wish to cancel your subscription, you may send us an email with "Cancellation Request" in the subject line to [email protected] from the registered email address. In order to process such request sent by email, we may ask you to provide the following information: a brief comment explaining why you would like to cancel your subscription, your billing information (name, transaction ID, last four digits of the credit card associated with the account, billing date, etc.), email address, login name, and other identity verification and/or authentication information.
11.3 Refund. Member will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, Member authorizes POL to charge Member via the applicable Payment Method now, and again at the beginning of any subsequent subscription period. Upon renewal of Member’s subscription, if POL does not receive payment from Member via the Payment Method, (a) Member agrees to pay all amounts due on its Account upon demand; and/or (b) Member agrees that POL may either terminate or suspend its subscription and continue to attempt to charge Member via the applicable Payment Method until payment is received (upon receipt of payment, Member’s Account will be activated and for purposes of automatic renewal, Member’s new subscription commitment period will begin as of the day payment was received).
12. Effects of Termination.
Sections 3 (last sentence only) through 13, and any liabilities or payment obligations that have accrued prior to termination will survive such termination.
Changes to this Agreement will be binding upon a party who confirms such change in writing, including via electronic mail if such writing specifically refers to this Agreement.
14. Limitation of liability
To the maximum extent permitted by law, in no event will the Mentor or POL be liable to Member or to any third person for any direct, consequential, incidental, special, punitive, or other indirect damages, including any lost profits or opportunities or lost data, arising from your use of the Member Services and Mentor Service or other materials on, accessed through or downloaded from the Member Services and Mentor Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not Mentor or POL has been advised of the possibility of these damages. Notwithstanding the foregoing, in the event the Mentor or POL is found to be liable for losses, Mentor or POL shall not be liable to Member for more than the amount Member has paid to us in accordance with these Terms in the three (3) months immediately preceding the date on which you first assert a claim. The limitations and disclaimers in these Terms do not purport to limit liability or alter rights that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. In these jurisdictions, Mentor’s or POL’s liability will be limited to the greatest extent permitted by law.
(a) Excepting the arbitration provisions in the Terms, which are governed by DIFC-LCIA Arbitration Centre in Dubai, this Agreement will be governed by United Arab Emirates Law, and all disputes will be heard only in Dubai International Financial Center (DIFC) Courts, Dubai, United Arab Emirates. Any legal fees and expenses relating thereto will be awarded to the successful party; (b) This Agreement, together with any CCC rules or policies (including the Terms) referred to herein, represents the complete agreement between Member and POL concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter; (c) Any notice hereunder must be given in writing by electronic mail to POL at [email protected] (if made by Member to CCC) or to the Member email provided to POL or updated in the Service (if made by CCC to Member); (d) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties; (e) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable; (f) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party, and do not alter any terms of this Agreement; and (g) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.
Coupon Terms & Conditions
Please read the full Proof-Of-Lightwork FZ LLE (POL) Coupon Terms & Conditions.
1. Only the User who received the Coupon is eligible to Use it, the Coupon is not transferable.
2. The Coupon is valid for a limited time only, the Coupon will expire at 11:59:59 PM CET on the date shown on the Coupon.
3. Proof-Of-Lightwork FZ LLE reserves the right to modify, amend, or revoke coupons at any time.
4. The Coupon is not redeemable for cash, has no face value, and cannot be combined with any other coupon/voucher.
5. In the event you cancel or seek a refund on any Service purchased using the Coupon, the value of the Coupon will not be refunded to you.
6. If you do not purchase the qualifying membership when the Coupon is in effect, the discount will not apply.
7. The redemption of the Coupon using the redemption code requires payment with a PayPal account or a Debit/Credit card in order to take effect.
8. The Coupon applies only to qualifying membership displaying the coupon offer in this e-mail.
9. The coupon offer will not be valid until it is applied to the qualifying membership.
10. The Coupon may only be used on POL and in conjunction with the purchase of annual membership offered by POL.
11. The promotion is limited to one coupon per customer.
12. Offer good while quantities last.
13. Without limiting other remedies and in addition to POL’s rights under the Member Agreement, POL reserves the right to disallow or reverse a discount in circumstances where POL believes you have provided false information conspired with others to gain an unfair advantage or have otherwise been involved in any way in manipulating, interfering or tampering with the conduct of such offer.
14. POL has no obligation for payment of any tax in conjunction with the distribution or use of any coupon.
15. The consumer is required to pay any applicable sales tax related to the use of the Coupon.
16. Coupons are void if restricted or prohibited by law.
17. If you’re a North Star Navigators Ltd. (NSN) Member and;
(a) You purchase the qualifying Conscious Crypto Circle membership subscription operated by POL using this Coupon's discount code, the discount will only apply for as long as your subscription for the Conscious Crypto Circle operated by North Star Navigators Ltd. (NSN) lasts. Once it's expired, you'll be charged at the regular rate for your subscription at POL on your next billing.
(b) If you purchase the qualifying membership subscription using this Coupon's discount code, you hereby agree to share your membership information at NSN with POL. To avoid doubt, you'll only share your name and current membership expiry date at NSN with the POL.
Mentor Terms Agreement
Acceptance. By clicking “I accept” (or any similar indicia of acceptance), you (“Mentor”) agree to comply with the terms of service set forth in this Agreement between Proof of Lightwork FZ LLE. (“POL”) and Mentor.
This Mentor Agreement, which consists of this cover page (“Cover Page”) and the POL Standard Terms attached as Exhibit A the “POL Mentor Standard Terms”) (collectively, this “Agreement”), is entered into as of today (“Effective Date”) by Proof of Lighting FZ LLE (“POL”), a United Arab Emirates corporation, and Mentor (defined below). Effective Date will be marked by the date & time stamp upon electronic acceptance,
Background: POL owns and operates Conscious Crypto Circle (“CCC”) a social and educational platform that allows Mentors to market and provide various educational services to Members (the “Platform”) CCC enables Mentor to connect with and provide Mentor Services “Mentor Service” to Members through the Platform.
Mentor: “Mentor” will define its business under a separate Cover Page that will supersede the terms in this cover page. That document will be executed separately between POL & Mentor.
Mentor Services: Mentor Services will be defined in a separate Cover Page that will supersede the terms on this cover page. That document will be executed separately between POL & Mentor.
Fees: Mentor will provide Mentor Services for the following fees: To be defined under separate Cover Page, (“Fees”).
Additional Terms: If necessary to be defined under separate Cover Page.
Mentor Standard Terms
Capitalized terms used but not defined in this Agreement have the meanings given in the Terms. The following terms have the following meanings, and all other terms defined in this Agreement have the meanings provided in context.
(a) “Materials” means any marketing or promotional materials provided by Mentor to POL describing the Mentor Services. Materials include any descriptive or identifying information associated with Mentor (“Marks”) such as videos, audios, graphics, artwork, images, copyright notices
(b) “User” means a Member who obtains Mentor Services through the Platform.
Mentor authorizes POL, on a non-exclusive basis, POL to make the Mentor Services available to Members through CCC, POLs proprietary online Platform (the “Platform”).
Mentor grants POL a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, reproduce, publicly display, publicly perform, and distribute the Materials through the Platform to Members. In connection with the foregoing, Mentor grants POL a non-exclusive, royalty-free, worldwide, non-transferable right to, during the Term, use, distribute, promote, advertise, transmit, and publicly display and perform Materials in any and all digital and other formats for promotional purposes in connection with the Mentor Services and Platform. These rights include POL’s right to market and display Materials with related content, such as ratings and reviews, and POL-chosen content and projects available on the Platform.
4. Services for Mentors
(a) POL Services for Mentors. POL will provide the following services to Mentors (the “POL Services for Mentors”):
1. Inclusion in Directory: POL will include the Mentor Services in the Platform.
2. Customer Service: POL will provide operators to field Members’ complaints and use commercially reasonable efforts to resolving such complaints.
(b) Exclusions from the POL Services for Mentors. The POL Services for Mentors relate to the business services set forth above, which may be updated from time to time. The POL Services for Mentors do not include anything related to providing advice or freelancing. A mentor is solely responsible for all of the Mentors’ own tools, equipment, training, transportation, office space, licensing, and other materials or requirements needed, desired, or related to providing the Mentor Services. Mentors are also solely responsible for the payment of insurance premiums, licensing fees, professional dues, or other costs or expenses connected with Mentor’s business, and acknowledge that POL will not reimburse Mentor for any such expenses. POL is not, and will not be, responsible for any liability arising out of services performed for Members. A mentor is not permitted to represent to Members or others that Mentor is an employee, contractor, or agent of POL.
(c) Service Control. As an independent business and Mentor of CCC, Mentor maintains complete control over Mentor’s use of the Service (defined in the Terms), including:
- A Mentor decides when to be available for appointments;
- A Mentor decides whether to accept, reject, or ignore offers to work with certain Members and/or Member projects if logged in;
- A mentor is permitted to select Mentor’s attire for the Mentor Services – no uniforms or other specific clothes are required;
- A Mentor confers with the Member to determine the time and location of the Mentor Services (defined below) – POL is not involved;
- A mentor is permitted to maintain Mentor’s independent business and other clients without using the Service;
- A mentor is not restricted from using competitive services or technology platforms;
- A Mentor’s opportunity for profit or loss is dependent on his or her own managerial skill;
- A mentor is responsible for resolving any disputes with Members, including financial responsibilities for refunds, breakage, spoilage, and other losses directly or indirectly caused by Mentor or Mentors agents;
- Mentor solely controls the amount of Mentor’s investment in the Mentor Services, including expenses on training and tools; and
- Mentor exclusively controls Mentor’s performance of the Mentor Services, including, but not limited to, possessing the requisite skills, credentials, and training to perform Mentor Services that he or she accepts hereunder.
(d) Mentor’s Business. By signing this Agreement, Mentor affirms that Mentor is self-employed, maintains and operates a freelancing business that is separate and independent from POL, holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain clients for whom Mentor performs Mentor Services through other means other than POL and prior to entering into this Agreement.
Title to and ownership of all copies of Materials uploaded to CCC, including all rights therein, and all related technical know-how and all rights therein are and will remain the exclusive property of POL or its licensors. Except for the licenses granted by POL in this Agreement, Mentor agrees that he or she obtains no right, title, or interest from POL (or its licensors) under this Agreement in or to any Materials, including any intellectual property rights therein. Any data generated as a result of Member’s use or purchase of Mentor Services through the Platform will be owned by POL. POL grants Mentor a limited, revocable, non-transferable license to use such data for the sole purpose of providing the Mentor Services to the applicable User.
Mentor will invoice Members the Fees for the Mentor Services performed by Mentor for Members unless otherwise specified in the “Cover Page”. Mentor will be responsible for any taxes assessed against it as a result of this Agreement.
7. Compliance with Laws
Each party will comply with all applicable local laws, rules, and regulations in fulfilling its obligations under this Agreement.
8. Representations and Warranties
Mentor represents and warrants to POL that (a) it has the power and authority to enter into this Agreement and fully perform its obligations hereunder; (b) the Materials do not infringe any third party proprietary rights, (c) the listing and provision of the Mentor Services through the Platform do not violate any agreements to which Mentor is a party; (d) Mentor has obtained any and all consents, approvals or licenses required for Mentor to make the Mentor Services and Materials available in the Platform; (e) POL’s exercise of the rights granted to POL under this Agreement will not obligate POL to make any payments to any third parties; and (f) the Materials do not contain any viruses, spyware, “Trojan horses,” or other destructive or contaminating code, and will not cause injury or damage to any person or property.
9. Independent Contractor Relationship
No Legal or Other Advice. Mentor acknowledges that Mentor is an independent contractor and not an employee of POL for all purposes, and acknowledges Mentor’s sole responsibility for complying with all local tax filing and payment obligations that pertain to any remuneration received from clients in connection with this Agreement. Neither this Agreement nor Mentor’s performance under this Agreement creates an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between POL and Mentor. Mentor will be solely responsible for all tax withholding, Worker’s Compensation Insurance, medical insurance, life insurance, paid vacations, paid holidays, pensions, and other obligations or benefits. Mentor acknowledges that POL is not rendering legal, tax, or investment advice, nor is POL a fiduciary of Mentor. Accordingly, Mentor acknowledges that Mentor may seek advice from an appropriate professional to comply with any and all applicable local laws.
10. No Employment
Nothing in this Agreement will in any way be construed to constitute Mentor or its employees or agents as an agent, employee, or representative of POL. Without limiting the generality of the foregoing, Mentor is not authorized to bind POL to any liability or obligation or to represent that Mentor has any such authority. Mentor and POL agree that Mentor and its employees and agents will receive no POL-sponsored benefits from POL where benefits include, but are not limited to, paid vacation, sick leave, and medical insurance.
Mentor will indemnify and defend POL from any actual or threatened loss, claim, liability, damage, action, or cause of action (including reasonable attorneys’ fees) that arises from any third party claim (“Losses”) relating to (a) any Mentor Services, Materials, Marks, or any other content Mentor provides to POL or (b) any claim brought by a User related to the Mentor Services provided to that User. Each party will indemnify and defend the other party from any Losses relating to a party’s alleged violation of any law, rule, or regulation. Neither party may settle any such third-party claim without the other Party’s prior written consent, not to be unreasonably withheld or delayed.
12. Confidential Information
Each party will (a) treat as confidential any information disclosed by the other party that, given the nature and circumstances of disclosure, ought to be treated confidential (“Confidential Information”), (b) not disclose such Confidential Information to any third party without the discloser’s consent, and (c) will not use such Confidential Information except in connection with performing its obligations or exercising its rights under this Agreement. Each party may disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
This Agreement commences upon Mentor’s acceptance of its terms and continues until terminated. The mentor may terminate this Agreement upon 30 days written notice to POL. POL may terminate this Agreement at any time upon notice to the Mentor.
14. Effects of Termination
Notwithstanding the foregoing, Sections 1, 5 (other than the last sentence), 6, and 8 – 15 and any liabilities or payment obligations that have accrued prior to termination will survive such termination. Following any notice of termination, Mentor will provide Members with any Mentor Services not yet provided in full.
15. Limitation of liability
To the maximum extent permitted by law, in no event will the Mentor or POL be liable to Member or to any third person for any direct, consequential, incidental, special, punitive or other indirect damages, including any lost profits or opportunities or lost data, arising from your use of the Mentor Service or other materials on, accessed through or downloaded from the Mentor Service, whether based on warranty, contract, tort, or any other legal theory, and whether or not Mentor or POL has been advised of the possibility of these damages. Notwithstanding the foregoing, in the event the Mentor or POL is found to be liable for losses, Mentor or POL shall not be liable to Member for more than the amount Member has paid to us in accordance with these Terms in the three (3) months immediately preceding the date on which you first assert a claim. The limitations and disclaimers in these Terms do not purport to limit liability or alter rights that cannot be excluded under applicable law. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. In these jurisdictions, Mentor’s or POL’s liability will be limited to the greatest extent permitted by law.
(a) Excepting the arbitration provisions in the Terms, which are governed by the Arbitration Rules of the DIFC-LCIA Arbitration Centre., this Agreement will be governed by United Arab Emirates Law, and all disputes will be heard only in DIFC Court, and Federal Courts of United Arab Emirates. Any legal fees and expenses relating thereto will be awarded to the successful party;
(b) This Agreement, together with any CCC rules or Policies (including the Terms) referred to herein, represents the complete agreement between Mentor and POL concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter;
(c) Any notice hereunder must be given in writing to the address set forth on the Cover Page;
(d) Mentor may not assign, transfer or delegate this Agreement or any part of it without POL’s prior written consent. POL may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties hereunder, upon the giving of notice;
(e) This Agreement will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties;
(f) The provisions of this Agreement are severable, and in the event, any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability will not in any way affect the validity or enforceability of the remaining provisions hereof. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be reformed, if reasonably possible, only to the extent necessary to make it enforceable;
(g) The headings and subheadings in this Agreement are for convenience only, confer no rights or obligations in either party and do not alter any terms of this Agreement;
(h) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement; and
(i) The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.