Mentra Terms and Conditions

Last Modified: October 6, 2023

1. Legal Information.

1.1. This document, our rules, policies and the other documents referenced make up our terms and conditions (hereinafter “Terms and Conditions” or “Terms”). The Terms and Conditions are a legally binding contract between you and Mentra, Inc. (“Mentra”, “Us”, or “We”). This document is intended to inform you about the Terms and Conditions that regulate the access to and use of the Mentra services (the “Services”) The Services include the website (the “Website”), the application for your mobile device (the "Application" or “App”), as well as all related websites, networks, downloadable software, and other services provided by us and on which a link to the Terms and Conditions are displayed provided by Mentra .

1.2. The owner of the Application is Mentra, with a registered address at 16192 Costal Highway, Lewes, Delaware 19958. The Services are provided by Mentra.

1.3. Mentra is a company incorporated under the laws of the State of Delaware.

1.4. You can contact us at support@mentra.me at any time.

2. Purpose.

2.1. These Terms and Conditions govern your access to and the use of the Services as a social networking and connections-based platform for neurodiverse individuals, mentors, and those seeking to employ the talent of neurodiverse individuals to interact and, which interaction in some cases may, but are not guaranteed to, result in Users entering contractual employment relationships outside of the Platform. The information regarding the treatment of your personal data is located in the "Privacy Policy" incorporated herein by reference and available at the following link: https://www.mentra.me/privacy-policy. Your acceptance of the Terms and Conditions includes acceptance of our Privacy Policy.

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY.

3. Acceptance of the Terms and Conditions.

3.1. By entering, executing, using, downloading, accessing or using the Application, the Website or any of the Services, or by clicking to accept or agree to the Terms and Conditions when this option is made available to you, you will automatically be considered a User (hereinafter the "User" or "you"), and you will be deemed to have fully accepted of each and every provision included in in the version of the Terms and Conditions published by Mentra at that time. If you use the Services in any way after a change to the Terms is effective, that means you have agreed to such changes. Consequently, please, carefully review the Terms and Conditions each time you use the Services.

3.2. If you do not wish to accept the present Terms and Conditions or the Privacy Policy, please, do not use the Services and uninstall and discontinue use of the Application. By accepting these Terms and Conditions, you acknowledge that you will provide accurate information to Mentra so that, among other things, we may comply with our regulatory requirements in providing the Services to you.

3.3. The use of certain Services offered in the Application may be subject to additional terms and conditions that, depending on the case, may substitute for completely and/or modify these Terms and Conditions, and therefore, prior to the use of such Services, you must carefully read the corresponding terms and conditions that relate to the Application, and by downloading, accessing, and/or becoming a User of the application, you understand that you thereby accept and agree to be bound by all such terms and conditions (collectively the “App Terms”). Do not use the Application, and instead delete the downloaded Application from your device(s) if you do not accept, and agree to, the App Terms.

3.4. Mentra may amend the Terms and Conditions for its Website or the App Terms at any time by posting a revised version on our Website and in the Application. Any and all revised versions of Terms and Conditions or App Terms are effective at the time we post them and apply to all access to and use of the Services thereafter. If we change the Terms and Conditions in a way that reduces your rights or increases your responsibilities, we will provide you with a notification.

Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are obliged to periodically review the Terms and Conditions, and to comply with the obligations set out in the current version at any and all times of use or storage of the Application on your device(s).

3.5 Mentra strives to promote a positive and safe experience for members. Because of the ability to communicate in real time on the Mentra platform and in the Application, we ask all Mentra Users to act with integrity and in the best interests of Mentra and the Mentra User community as a whole. In order to ensure such an environment, Mentra reserves the right to suspend, ban, or otherwise sanction any User at any time for conduct that Mentra in its sole discretion deems as in contravention of the best interests of Mentra and the Mentra community of Users, such as, without limitation, when a User posts content that is harmful or inappropriate.

4. Accessing the Website and Account Security.

4.1. We reserve the right to withdraw or amend the Services and any material we provide through the Services, in our sole discretion without notice. Services are limited to providing a platform for connecting where Users can elect independently to communicate, engage in mentorship, and engage in professional development. Mentra makes no representations, warranties, guarantees, or product validations for the goods or services in connection with the App or Services provided by Mentra. Mentra will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or the entire Services, to Users.

You are responsible for both:

● Making all arrangements necessary for you to have access to the Services; and

● Ensuring that all person who access the Services through your Mentra User account (“Account”) are aware of the Terms and Conditions and comply with them.

4.2. To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on the Website and/or Application is correct, current, and complete. You agree that all information you provide to register with this Services or otherwise, including, but not limited to, using any interactive features on the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. Furthermore, you also acknowledge and agree to Mentra’s HIPAA Notice set out herein.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Account is personal to you and agree not to provide any other person with access to the Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use extraordinary caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms and Conditions.

5. Required Age.

5.1. The Application is intended to be used by adults ages eighteen (18) years or older. If you are not an adult (eighteen (18) years or older), you are not authorized to download the Application, register and create an Account with us. If you are a minor (under the age of eighteen (18), you do not have permission to use the Application or Services provided by Mentra. If you are a minor, you must stop using the Services immediately. Mentra is not liable for use of the Services or any acts committed by a minor.

5.2. By using the Services, you represent and warrant that you are eighteen (18) years of age or older, of sufficient legal capacity to form a binding contract, and meet all of the foregoing eligibility requirements. In the event that the information you provide in this regard is not truthful, Mentra shall not be liable as it cannot with certainty verify the age of its Users.

5.3. Mentra may contact you at any time requiring you to prove your age using a photocopy of an identity card or equivalent legally recognized credential. If you reject our request for providing identification, Mentra reserves the right to close your User Account, including, without limitation, removing all account information and data from the Mentra Platform and/or Application immediately, and you will not be able to continue using the Services.

6. Creation of an Account.

6.1. To use or access certain functionalities of the Application you need to register for personal verification, using your name, e-mail address, and phone number.

6.2. You agree to provide accurate, current, and complete User Account information about yourself as may be prompted by the registration and/or login form on the Application.

7. Security of the Account.

By opening an Account, you accept and assume all liability that may arise in any activity that occurs under your username and password. You are responsible for maintaining the confidentiality of the password you designate during the registration process. You cannot share it with other people or perform acts that may diminish or undermine the security of your Account. If you have knowledge that your password was compromised, you should inform us immediately in order to recover your Account.

8. Installation and Running the Application; License.

8.1. Mentra hereby grants you a personal, limited, revocable, non-transferable license to use the Application and Website on a single compatible device that you own or control, solely for your own personal use. Mentra reserves all rights not expressly granted to you.

8.2. The installation and execution of the Application is free. You may not modify, alter, reproduce, distribute or make the App or Website available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the App or Website.

8.3. You must accept the permissions for installation and execution of the Application. From time to time, Mentra may request the granting of additional permissions to perform certain actions so that you can enjoy certain functionalities. The lack of acceptance of some of the permits necessary for the proper operation of the Application may result in the suspension of the Services or impossibility of using the Application.

8.4. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the App or Website, any updates, or any part thereof, nor attempt to disable or circumvent any security or other technological measure designed to protect the App or Website or any content available through the App or Website.

9. Features of the Services.

9.1. The Services is a social networking and connections-based platform for neurodiverse individuals, mentors, and those seeking to employ the talent of neurodiverse individuals. While Mentra may help facilitate relationships between Users, any business exchange, sale of goods or services, or other transactions are solely between the individual Users entering those relationships. Mentra is not responsible for any transactions by and between any Users of the Application or Services. Mentra provides no warranties regarding products or services.

9.2. Mentra is free for individual Users. However, for employers, Mentra provides payment processing services through third-party service providers. Mentra is no liable for any payment related mishaps or errors on the part of any third-party service providers. Access to any

mobile and e-pay options are provided as a courtesy and may be used at your own risk.

9.3. The Services will allow different actions, including:

● Sharing with the rest of Mentra Users of information, images, photos as well as other data or personal information;

● Building a personal user profile; and

● Interacting with other users of Mentra though private messaging and other ways to be implemented in the future.

10. Intellectual Property Rights.

10.1. The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Mentra, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

10.2. These Terms and Conditions permit you to use the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our App or Website, except as follows:

● Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; and/or

● You may store files that are automatically cached by your Web browser for display enhancement purposes.

10.3. The contents of the Application, including the design, applications, text, images and source

code is protected by intellectual and industrial property rights.

10.4. The contents of this Application, the database of Users, screenshots of any App or Services related content may not be used, reproduced, broadcasted, copied, processed or transmitted in any form without the prior permission in writing from Mentra.

10.5. Users shall not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site.

10.6. Mentra assumes no responsibility for the intellectual or industrial property rights of the

content that Users include in their personal profiles.

11. Trademarks.

The Mentra name, the Mentra logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Mentra or its affiliates or licensors. You must not use such marks without the prior written permission of Mentra. All other names, logos, product and service names, designs, and slogans on the Website or Application are the trademarks of their respective owners.

12. Disputes Between Users.

12.1. As stated, Mentra is a platform that brings together neurodiverse individuals, mentors, and those seeking to employ the talent of neurodiverse individuals to interact and, in some cases may result in Users entering contractual employment relationships outside of the Platform. Mentra is not a party to any contractual relationship or transaction carried out exclusively between Users. Consequently, Mentra shall not be responsible, either directly or indirectly, for any disagreement between Users.

12.2. All information of the products published on the Application or the Website has been built and published by the User. Consequently, Mentra cannot guarantee the quality or truthfulness of the information, images and/or descriptions included on individual user profiles.

12.3. Any claim or dispute that may arise between Users of the Services shall be settled by the Users, and each User agrees to defend, indemnify, and hold Mentra harmless in the case of any dispute with or involving another User. Further,you must assist Mentra in defending any claim arising out of a matter in which you were involved, You expressly agree to hold us harmless from any legal claim or demand (including reasonable attorney’s fees with the counsel of Mentra’s choosing) that may arise from your actions, your use (or misuse) of our Services, your breach of the Terms, or your Account’s infringement of someone else’s rights.

13. Exclusion of Liability.

13.1. User access to the Application does not imply or create for Mentra the obligation to monitor the absence of viruses, worms, or any other harmful technical element. In any case, the User is solely responsible for making available the adequate tools for the detection of harmful computer programs.

13.2. Mentra is not responsible for any damages incurred in the software and computers of users or third parties during the use of the services offered on the Website or the Application.

13.3. Mentra shall not be liable for damages of any kind that resulting from faults or disconnections in telecommunication networks that produce the suspension, cancellation or interruption of service of the Website or the Application.

13.4. Mentra shall not be liable for damages of kind that are caused by the banning of your Account for violation of these Terms and Conditions or for reasonable cause.

13.5. Mentra’s Services is limited to employ the utmost diligence to ensure the proper technical functioning of the platform.

13.6. Both the Privacy Policy and HIPAA Notice applies to your use of the Services and you consent to the collection and use of your information, including personally identifiable information by Mentra. Mentra shall in no case be responsible for the content operation and/or data protection or other terms referred to in other web sites or applications that may be accessed by the inclusion of a link on the Services, or the content, services or products offered on the same, unless such sites are owned by Mentra. The hyperlinks contained in the Application or Website may lead to third-party websites. Mentra may incorporate them to facilitate the navigation of the User, assuming no responsibility for the content, information or services that may appear on those sites, which will be exclusively informative and in no case imply any relationship between the third party and

Mentra.

13.7. THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. MENTRA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

13.8. IN NO EVENT WILL MENTRA BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MENTRA HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS EXPRESSLY PROVIDED IN THE FOLLOWING PARAGRAPH, YOU AGREE THAT THE AGGREGATE LIABILITY OF MENTRA TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (I) THE AMOUNT YOU HAVE PAID TO MENTRA FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM; OR (II) $100.

FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRANSFERS OF FUNDS, THE SOLE REMEDY AGAINST MENTRA SHALL BE LIMITED TO THE AMOUNT OF THE MONEY TO BE TRANSMITTED PLUS FEES AND CHARGES. IN NO EVENT SHALL MENTRA BE LIABLE FOR DAMAGES FOR DELAY, NON-DELIVERY, NONPAYMENT OR UNDERPAYMENT OF A PAYMENT TRANSACTION, WHETHER CAUSED BY AN ACT OR OMISSION OF MENTRA OR OTHERWISE, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW OR REGULATION.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14. Rules of Use.

14.1. You agree to use the Services in accordance with the law, the public order, and in accordance with these Terms and Conditions. You are also obliged to make a proper use of the services and/or contents and to not use them to conduct illegal activities or constitute criminal offenses that violate the rights of third parties and/or violate the regulation on intellectual and industrial property, and any other rules of the applicable legal provisions.

14.2. Content that you post using our Services must be content you own or have the right to use (so let’s refer to it as “Your Content”). That includes anything you post on or by using our Services (like usernames, profile or other pictures, videos, recordings, personal data, job histories, etc.). You are solely responsible for the interaction you establish with other Users of the Services and for all of Your Content. You also guarantee that you are not infringing any third party right by the content uploaded.

14.3. By posting Your Content through our Services, you grant Mentra a license to use it. We don’t claim any ownership to Your Content, but we have your permission to use it to help Mentra function and grow. That way, Mentra won’t infringe any rights you have to Your Content when we help promote your listings and/or Account.

14.4. By posting Your Content, you grant Mentra a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Services and to promote Mentra, or the Services in general, in any formats and through any channels, including across any Mentra Services or third-party website or advertising medium.

14.5. In addition, you agree and acknowledge that Mentra in no case will be held liable for the

conduct of other Users.

14.6. Mentra prohibits the use of automated software and Posting Agents, directly or indirectly,

without the express written permission of Mentra. As used herein, the term "Posting Agent" refers to a third-party agent, service, or intermediary that offers to post Content to the Services on behalf of others. In addition, Posting Agents are not permitted to post Content on behalf of others, directly or indirectly, or otherwise access the Services to in order to post content on behalf of others, except with express written permission or license from Mentra.

14.7. You agree not to transmit, enter, disseminate and make available to third parties any type of material and information (data, content, messages, drawings, sound files and image, photos, software, etc.) that are contrary to the law, morality, public order and these Terms and Conditions. You agree NOT to:

● Enter or disseminate content or propaganda which may be considered racist, sexist, xenophobic, pornographic or contrary to the human rights.

● Enter or disseminate in the network data programs (viruses and malicious software) that might cause damage to the computer systems of the access provider, its suppliers or third-party users of the Internet.

● Disseminate, transmit or make available to third parties any information, element or content that violates the fundamental rights and civil liberties recognized in international treaties.

● Disseminate, transmit or make available to third parties any information, element or content that constitutes unlawful or unfair advertising.

● Enter or disseminate any information and content which is false, inaccurate or ambiguous in a manner which is misleading to the recipients of the information.

● Disseminate, transmit or make available to third parties any information, element or content involving a violation of the intellectual and industrial property rights, patents, trademarks or copyright that correspond to Mentra or to third parties.

● Crawl, scrape, collect, store or access the database of Mentra or collect all or part of the database of ads and users of Mentra.

● Attempt or succeed in exploitation or harm to minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

● To transmit, or procure the sending of, any advertising or promotional material, without prior written consent of Mentra, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.

● To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Us, may harm the Company or users of the Services, or expose them to liability.

● To engage in use of a false identity, misrepresentation of identity, or creation of a profile for anyone other than yourself (a real person) or use or attempt to use another User’s account.

● Otherwise attempt to interfere with the proper working of the Services.

14.8. You agree that you will be responsible for your use of the Services, and you agree to defend and indemnify Mentra from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of, the Services; (ii) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (iv) Mentra’s use of Your Content as authorized in these Terms and Conditions; or (v) any actions of, and any dispute or issue between, you and any third-party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

14.9. Mentra is diligent in the control of the data and other content to be displayed in the Website and in the Application. Notwithstanding, if you identify an error or incompleteness, we kindly ask you to notify us at the email address support@mentra.me . Mentra will reply as soon as possible.

15. Objectionable Content Policy.

15.1. Posting, messaging, sharing, or submission of “Objectionable Content” to the Services or Application is expressly prohibited. All posted content including messages may be moderated and reviewed in order to conduct investigations related to reported users and posts in violation of these Terms, including but not limited to the examples of Objectionable Content listed below. Mentra reserves the right to remove posts and listings that do not follow comply with these Terms. Disregard of these Terms will result in suspension or permanent banning of your Account at the sole discretion of Mentra.

Some examples of Objectionable Content not permitted include but are not limited to:

● False accusations

● Foul language

● Harassment of any kind be it text, picture, video, etc.

● Racist statements and images

● Sexist statements and images

● Xenophobic statements and images

● Pornographic statements and images

15.2. Mentra further reserves the right, at its sole discretion, to ban or suspend Accounts of users who break rules as outlined in these Terms and Conditions. Users who are suspended will remain suspended until applicable remediation is taken. Reinstatement is solely at the discretion of Mentra. At account creation, all Users will be verified by SMS messages sent to their mobile phone, and Mentra collects email and IP address information. Such verification allows Mentra to cooperate with law enforcement agencies in case additional issues with user behavior warrants their involvement.

16. Disputes Between Users.

16.1. Users agree to resolve any disputes directly with any other User or Users according to our Terms and Conditions. In the event that a dispute is escalated to Mentra, we reserve the right to take action consistent with these Terms and Conditions, including but not limited to removing the account of any User to is in violation of Mentra’s policies.

16.2. If there is a dispute between Users, or between a User and a third-party with regard to the Services, the matter shall be resolved by such Users at their own cost. Mentra may participate in the dispute at its discretion. Mentra reserves the right to act as final arbiter of disputes between Users, and Mentra shall not bear any liability related to such disputes.

16.3 If you have a dispute with one or more users, you release Mentra (and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

17. Enforcement; Termination.

17.1. We have the right, in our sole discretion, to:

● Remove or refuse to post any of Your Content for any or no reason;

● Take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates the Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Mentra ;

● Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

● Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and/or

● Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms and Conditions.

17.2. Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS MENTRA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

17.3. We cannot and do not review all material before it is posted on the Application or Website and cannot ensure prompt removal of objectionable material after it has been posted. You interact with content and material on the Mentra platform within the Website and Application at your own risk. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

18. Notice and Take Down.

18.1. If you believe your copyright-protected work was posted on Mentra without authorization, you may submit a copyright infringement notification. These requests should only be submitted by the copyright owner or an agent authorized to act on the owner’s behalf. The fastest and easiest way to notify Mentra of alleged copyright infringement is via support@mentra.me.

18.2. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Mentra Account and your use of our Services. Communications include:

● Agreements and policies to which you agree (e.g., the Mentra Terms of Services, the Mentra Privacy Policy, and the Mentra HIPAA Notice), including updates to these agreements or policies; and

● Account statements and history.

If Mentra determines that there is a need to notify or contact a User, it will do so by sending a text message, in-Application or in-platform direct message (at Mentra’s sole discretion), email, letter to the email address or mailing address provided by the User, and/or by other reasonable means.

Alternatively, we will provide Communications to you and all other Users by posting them on the Website or the Application.

18.3. It is your responsibility to keep your primary email address current so that Mentra can communicate with you electronically. You understand and agree that if Mentra sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, or blocked by your service provider, or if you are otherwise unable to receive electronic Communications, Mentra will be deemed to have provided the Communication to you and satisfied its proper legal notice requirement, where applicable. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Mentra to your email address book so that you will be able to receive the Communications we send to you. To update an account email address, email support@mentra.me from the email address associated with the account with the update request. To update a street address, email us at support@mentra.me from the email address associated with the account. If your email address becomes invalid such that electronic Communications sent to you by Mentra are returned, Mentra may deem your Account to be inactive, and you will not be able to transact any activity using your Mentra Account until we receive a valid, working primary email address from you.

DMCA NOTICE

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by

providing our Copyright Agent with the following information in writing (see 17 U.S.C

512(c)(3) for further details):

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests.

2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address or item number) of the location where the copyrighted work exists or a copy of the copyrighted work.

3. Identification of the URL or other specific location on the Services where the material that you claim is infringing is located.

4. Your address, telephone number, and email address

5. A statement that you have a good faith belief that the disputed use is not authorized by

the copyright owner, its agent, or the law.

6. A notarized 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.

19. HIPAA Notice and Policy.

THIS NOTICE DESCRIBES HOW HEALTH INFORMATION ABOUT YOU MAY BE USED AND DISCLOSED AND HOW YOU CAN GET ACCESS TO THIS INFORMATION. PLEASE REVIEW IT CAREFULLY. THE PRIVACY OF YOUR HEALTH INFORMATION IS IMPORTANT TO US.

19.1. Our Legal Duty

Mentra is required by the Health Insurance Portability and Accountability Act of 1996- (“HIPAA”) and other applicable federal and state law to maintain the privacy of your Health Information. For purposes of HIPAA, your protected health information (“PHI”) is individually identifiable information about your health that is used, maintained or stored by an applicable entity covered by HIPAA. We are required to give you this Notice about our privacy practices, our legal duties and your rights concerning your health information. We must follow the privacy practices that are described in this Notice while it is in effect. This Notice takes effect August 4th, 2020 and will remain in effect until we replace it.

We reserve the right to change our privacy practices and the terms of this Notice at any time, provided such changes are permitted by applicable law. We reserve the right to make changes in our privacy practices and the new terms of our Notice effective for all PHI that we maintain, including PHI we created or received before we made the changes. Before we make a significant change in our privacy practices, we will change this Notice and make the new Notice available upon request. For more information about our privacy practices or additional copies of this Notice, please contact us at support@mentra.me.

19.2. How we Collect Health Information About You

Mentra collects data through a variety of means including but not limited to letters, phone calls, emails, voicemails, information that you provide when setting up your account or using the Services, and any information that you post on your profile. These methods of collection are either required by law, necessary for processing your requests for User access, or voluntarily provided by you as a User of the Services. Your PHI will never be collected or stored without you volunteering that information to Mentra or through the Services.

19.3. Use of Information

Internally, Mentra will use PHI provided by Users to improve Services. By understanding the neurodiversity of our Users, we are able to continuously improve the Services. In addition, Mentra will use applicable PHI provided by Users to match Users with mentors and employers consistent with the mission of our organization. By using our Services, you expressly permit Mentra to use the information that you provide for these purposes.

19.4. Disclosure of Information

Mentra does not collect information about site visitors except as already detailed in these Terms and Conditions. To avoid potential data capture by any affiliated programs or links from our Services, simply do not click directly on any outside or affiliate links from our Services. We will not use your PHI for marketing communications without your written authorization.

Any pictures, videos, recordings, stories, biographies, correspondence, or other profile information that you provide to us are subject to the license you grant to us herein.. We reserve the right to use non-identifying information about our Users for operational, fundraising, and promotional purposes that are directly related to the mission of Mentra. You may opt out of any of your information being used for fundraising or promotional purposes by requesting so in writing. Users will not be compensated for use of this information and no identifying information will be used without the User’s express permission. Any content that a User elects to post on their profile is with the knowledge that this information will be published accordingly.

In addition to our use of your PHI as detailed above, you may give us written authorization to use your health information or to disclose it to anyone for any purpose. If you give us an authorization, you may revoke it in writing at any time. Your revocation will not affect any use or disclosures permitted by your authorization while it is in effect. Unless you give us a written authorization, we cannot use or disclose your PHI for any reason except those described in this Notice.

The following are additional circumstances when we would disclose User PHI:

We may use or disclose your PHI when we are required to do so by law.

We may disclose your PHI to appropriate authorities if we reasonably believe that you are a possible victim of abuse, neglect, or domestic violence or the possible victim of other crimes. We may disclose your PHI to the extent necessary to avert a serious threat to your health or safety or the health or safety of others.

We may disclose to military authorities the PHI of Armed Forces personnel under certain circumstances. We may disclose to authorized federal officials PHI required for lawful intelligence, counterintelligence, and other national security activities. We may disclose to correctional institutions or law enforcement officials having lawful custody of protected PHI of inmates or patients under certain circumstances.

19.5. User’s Rights

As a User you have the following rights regarding your PHI:

You have a right to receive a list of instances in which we disclosed your PHI for purposes other than those listed above for the last six years, but not before April 14, 2003. If you request this accounting more than once in a 12-month period, we may charge you a reasonable cost-based fee for responding to additional requests.

You have the right to request that we place additional restrictions on our use or disclosure of your PHI. We are required to agree to these additional restrictions, but if we do, we will abide by our agreement (except in emergency).

You have the right to request that we communicate with you about your PHI by alternative means. You must make your request in writing and your request must specify the alternative means and provide satisfactory explanation how payments will be handled under the alternative means you request.

You have the right to request that we amend your provided PHI. Your request must be in writing, and it must explain why the information should be amended. We may deny your request under certain circumstances.

19.6. Questions and Complaints

If you want more information about our privacy practices or have questions or concerns, please contact us.

If you are concerned that we may have violated your rights, or you disagree with a decision we made about access to your PHI or in response to a request you made to amend or restrict the use or disclosure of your health information or to have us communicate with you by alternative means or at alternative locations, you may send a written complaint to our office or to the U.S. Department of Health and Human Services, Office of Civil Rights. We will not retaliate against you for filing a complaint but appreciate any opportunity to resolve disputes prior to further escalation.

20. Severability.

If any clause included in these Terms and Conditions is declared total or partially void or inefficient, such determination shall not affect any other term or provision of these Terms and Conditions will only affect that provision or the part of the same which is void or ineffective, and the remainder of these Terms and Conditions shall remain in full force and effect..

21. Force Majeure.

Mentra shall have no liability for failure or delay resulting from any condition beyond its reasonable control, including but not limited to governmental action or acts of terrorism; acts of nature including earthquakes, fire, flood or other acts of God; labor conditions; riots; pandemics or major epidemics; significant supply chain interruptions; hackings or other cybersecurity incidents; power failures; and/or Internet disturbances.

22. Controlling Law and Jurisdiction.

These Terms and Conditions and any action related thereto will be governed by the laws of the State of Georgia without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Cobb County, Georgia, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

If you are a federal, state, or local government entity in the United States using the Services in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, these Terms and Conditions and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Georgia (excluding choice of law).

23. Arbitration.

At Mentra ’s sole discretion, Mentra may require you to submit any disputes arising from these Terms or use of the Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Georgia law.

IF YOU ARE A REGISTERED USER WITH A MENTRA USER ACCOUNT, YOU CAN CHOOSE TO REJECT THIS ARTICLE ("OPT-OUT") BY MAILING US A WRITTEN OPT-OUT NOTICE ("OPT-OUT NOTICE"). THE OPT-OUT NOTICE MUST BE POSTMARKED NO LATER THAN 30 DAYS AFTER THE DATE YOU ACCEPT THE TERMS FOR THE FIRST TIME. YOU MUST MAIL THE OPT-OUT NOTICE TO MENTRA, Inc., 9805 STATESVILLE ROAD SUITE 6169 CHARLOTTE, NC 28269.

24. Relationship of Parties.

These Terms do not create any agency, partnership, joint venture, other equity ownership, employment, broker, dealer, independent contractor, or franchisee relationship between you and Mentra.

25. Waiver.

Mentra’s failure to enforce any part of the Terms for any duration or frequency is not a waiver of Mentra’s right to later enforce that part of the Terms or any other part of the Terms.

26. Survival.

The terms of these Terms and Conditions, Privacy Policy, and HIPAA Notice which by their nature survive the termination of Services shall remain in effect even after your access to the Services is terminated, or your use of the Services ends.

27. Assignment.

You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. Mentra may assign any of our rights and obligations under the Terms to any third-party at any time without consent.

28. Entire Agreement.

This Agreement constitutes the entire understanding and agreement between you and Mentra relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between you and Mentra hereto with respect to the subject matter hereof.

29. Contact Us.

If at any time you have questions or concerns about these Terms and Conditions or your data or privacy rights, please contact at:

support@mentra.me

Mentra, Inc.

9805 Statesville Road

Suite 6169

Charlotte, North Carolina 28269

30. Lightcast Data Usage.

Mentra uses Lightcast.io for data regarding skills and occupation titles. The data used from Lightcast.io's is used during jobseeker onboarding, employer onboarding, and during the process of matching jobseekers to opportunities. Our usage of this data is subject to Lightcast.io's Subscription Agreement and Privacy Policy. No data on Mentra is sent to Lightcast.io as a function of using their dataset.