Kahel Ventures LLC / MentorU Platform Provider Agreement

MentorU provides a software-as-a-service platform that enables mentors, coaches, educators, creators, organizations, and similar providers to offer programs, courses, sessions, memberships, communities, events, digital content, and related services (“Provider Offerings”) to customers, students, members, clients, or participants (“Customers”).

Platform Services may include provider pages, checkout/payment enablement, customer access, content delivery, scheduling or booking flows, community features, administrative tools, transaction reporting, communications, and related support.

MentorU does not provide legal, tax, accounting, financial, medical, therapeutic, counseling, investment, employment, certification, or other licensed professional advice.

Provider is the seller, service provider, and merchant of record for Provider Offerings to the extent supported by MentorU’s payment processor configuration. Provider is solely responsible for Provider Offerings, including pricing, descriptions, fulfillment, delivery, customer support, refunds, cancellations, chargebacks, taxes, complaints, required licenses, and legal compliance.

MentorU is not responsible for refunding Customers, reimbursing Provider, absorbing chargebacks, covering failed fulfillment, or paying losses related to Provider Offerings.

Provider must maintain and communicate customer-facing terms, privacy disclosures, refund policies, cancellation policies, community rules, participation requirements, disclaimers, and any other policies applicable to Provider Offerings.

Customers may also be required to accept MentorU’s platform Terms of Use, Privacy Policy, acceptable-use rules, checkout terms, and other platform policies. Provider’s terms govern Provider Offerings. MentorU’s terms govern use of the MentorU platform.

Payments may be processed through Stripe or other third-party processors. Provider may be required to connect or create a Stripe account and complete all onboarding, verification, tax, banking, and compliance requirements.

Provider authorizes MentorU and Kahel Ventures to perform activity on or related to Provider’s connected payment account as necessary to provide Platform Services, including creating charges, collecting platform fees, accessing transaction and payout data, communicating with Stripe or other processors, supporting disputes, creating refunds when permitted, and taking actions required for fraud, risk, platform integrity, or legal compliance.

Provider authorizes MentorU to access and use connected account data, transaction data, payout data, refund data, dispute data, and related payment information as necessary to operate the Platform, collect fees, support users, manage fraud/risk, maintain records, and comply with law.

Provider’s use of Stripe and other third-party services is governed by those third parties’ terms. Provider is responsible for maintaining all third-party accounts in good standing.

Provider will pay Kahel Ventures a platform fee equal to fifteen percent (15%) of the Gross Transaction Amount for each transaction processed through MentorU or using Platform Services.

“Gross Transaction Amount” means the total amount charged to the Customer for a transaction, including program fees, course fees, membership fees, session fees, event fees, tips, service fees, shipping, handling, taxes, and any other amounts collected, unless otherwise stated in a written addendum signed by both parties.

Provider authorizes Kahel Ventures to collect the Platform Fee automatically through Stripe Connect, application fees, transfers, deductions, invoices, or any other supported payment mechanism.

Platform Fees are earned when the Customer transaction is processed and are nonrefundable, even if the underlying transaction is later refunded, canceled, partially refunded, disputed, charged back, reversed, or not fulfilled, unless required by law or expressly agreed in writing by Kahel Ventures.

Provider is solely responsible for refunds, cancellations, disputes, chargebacks, Customer complaints, failed fulfillment, taxes, processor fees, dispute fees, negative balances, and losses related to Provider Offerings.

MentorU may deduct, withhold, invoice, debit, offset, delay payout, suspend checkout, suspend access, create reserves, or otherwise recover amounts from Provider if MentorU reasonably believes there is refund risk, chargeback risk, fraud risk, excessive complaints, suspicious activity, legal risk, processor risk, nonpayment, breach, or negative balance exposure.

If MentorU or its payment processor is debited, charged, penalized, or otherwise made responsible for any amount arising from Provider Offerings or Provider conduct, Provider must reimburse MentorU immediately upon request.

If Provider offers subscriptions, memberships, payment plans, trials, renewals, or other recurring charges, Provider is responsible for clearly disclosing the recurring charge amount, billing interval, cancellation method, trial terms, renewal terms, refund policy, and any required notices.

Provider is responsible for honoring cancellation and refund obligations required by Provider’s policies, applicable law, payment network rules, and processor requirements.

MentorU’s 15% Platform Fee applies to initial payments, recurring payments, renewal payments, payment-plan payments, and any other Customer charges processed through MentorU.

Provider may not use MentorU for illegal, fraudulent, deceptive, abusive, infringing, exploitative, or prohibited activity.

Provider may not offer unlicensed therapy, medical advice, legal advice, tax advice, financial advice, investment advice, employment placement, regulated professional services, or certification/credentialing claims unless Provider is legally authorized to do so and provides all required disclosures.

Provider may not make false, misleading, or unsupported claims about income, employment, certification, health, healing, therapy, legal outcomes, financial outcomes, investment returns, personal transformation, spiritual outcomes, guaranteed results, or other benefits.

Provider retains ownership of Provider’s pre-existing and independently created content, brand assets, logos, trademarks, videos, curriculum, written materials, images, and other materials uploaded or provided by Provider (“Provider Content”).

Provider grants Kahel Ventures a non-exclusive, worldwide license to host, display, reproduce, process, transmit, and use Provider Content as necessary to provide Platform Services, operate Provider pages, process Customer access, support transactions, and promote Provider Offerings through MentorU unless Provider opts out in writing.

Provider represents that Provider Content and Provider Offerings do not infringe or violate third-party rights. MentorU may remove, disable, or restrict access to content that MentorU reasonably believes is infringing, unlawful, risky, or violates platform rules.

Provider acknowledges MentorU may maintain a copyright/IP complaint process and may remove or disable allegedly infringing content while a complaint is reviewed.

Kahel Ventures retains all right, title, and interest in MentorU and the Platform Services, including software, code, templates, workflows, designs, systems, documentation, artificial intelligence workflows, generated platform tooling, improvements, and proprietary methods, excluding Provider Content.

Provider receives only a limited, non-exclusive, non-transferable, revocable license to access and use Platform Services during the term of this Agreement.

Kahel Ventures does not provide Provider with source code, repositories, infrastructure access, or proprietary platform tooling.

9A.1 Authorized purpose

Provider may access and use MentorU to evaluate the Platform Services in good faith and to establish, administer, market, and deliver Provider Offerings. Provider may not obtain or use a provider account as a pretext to extract protected Platform materials or nonpublic information for unauthorized reproduction of MentorU or development of a competing software platform.

9A.2 Prohibited competitive misuse

Except with Kahel Ventures’ prior written permission or as expressly permitted by applicable law, Provider may not, directly or through another person:

(a) copy, reproduce, adapt, distribute, sell, sublicense, or incorporate MentorU’s protected software, original interface assets, templates, documentation, or other proprietary Platform materials into another product or service beyond the rights expressly granted by this Agreement;

(b) systematically record, scrape, download, or extract nonpublic Platform screens, materials, data, or technical information for the purpose of reproducing protected elements of MentorU in a competing application;

(c) use or disclose MentorU Confidential Information to design, develop, train, test, assist, or supply a competing application;

(d) provide account credentials or access to another person for conduct prohibited by this Section, misrepresent the purpose of access to obtain nonpublic information, or bypass access restrictions; or

(e) reverse engineer, decompile, disassemble, or circumvent technical protections of Platform software, except to the extent applicable law permits such activity notwithstanding this restriction.

9A.3 Confidential Information

“MentorU Confidential Information” means nonpublic technical or business information disclosed or made available by Kahel Ventures that is identified as confidential or that a reasonable recipient would understand to be confidential in the circumstances. It may include nonpublic source code, implementation details, security architecture, internal documentation, product plans, and proprietary business information. Information is not confidential merely because it is visible within an account; its nature, disclosure circumstances, and applicable protections must support that treatment.

Confidential Information excludes information Provider can demonstrate: (i) is publicly available without breach of an obligation; (ii) was lawfully known to Provider without restriction before disclosure; (iii) was lawfully received from a third party without a confidentiality obligation; or (iv) was independently developed without use of MentorU Confidential Information.

Provider will use Confidential Information only as necessary for authorized use of the Platform Services, protect it with reasonable care, and disclose it only to persons who need it for that purpose and are bound by protective obligations. Disclosure required by law is permitted; where legally allowed, Provider will give reasonable advance notice and disclose only what is required. Nothing in this Agreement prohibits legally protected reporting, cooperation with government authorities, or disclosures protected by applicable whistleblower law.

9A.4 Provider rights and independent development

This Section does not prohibit Provider from operating a mentorship, coaching, education, or other lawful business; using other service providers; retaining and lawfully exporting Provider’s own content and authorized customer records; or developing products independently without prohibited copying, misuse of Confidential Information, or unauthorized access. Similar functionality alone does not establish a violation. Kahel Ventures does not claim ownership of general ideas, concepts, methods, public information, or Provider Content through this Section.

9A.5 Duration and response to misuse

The access and use restrictions apply while Provider accesses or uses Platform Services. Confidentiality and restricted-use obligations continue for three years after termination; for information qualifying as a trade secret, they continue for as long as it remains a trade secret under applicable law. Expiration does not grant any license to copy or exploit material otherwise protected by intellectual-property law.

Kahel Ventures may suspend or terminate access in accordance with Section 11 when it reasonably determines that Provider has materially violated this Section, and may seek remedies available under applicable law. This Section does not establish automatic damages or guarantee entitlement to an injunction.

MentorU may update platform policies, acceptable-use rules, payment procedures, support rules, operational requirements, customer-facing terms, privacy terms, and other platform rules from time to time. Continued use of MentorU after notice or posting of updated policies constitutes acceptance of the updated policies.

Either party may terminate this Agreement with 30 days written notice. MentorU may suspend or terminate immediately for fraud, illegal activity, nonpayment, security risk, customer harm, processor risk, reputational risk, excessive disputes, or material breach.

Termination does not relieve Provider of responsibility for prior transactions, refunds, disputes, chargebacks, taxes, fees, fulfillment obligations, Customer claims, or amounts owed to MentorU.

Platform Services are provided “as is” and “as available,” except as expressly stated in writing. MentorU does not guarantee revenue, Customers, uninterrupted access, business results, educational results, professional outcomes, or any specific result.

To the maximum extent permitted by law, Kahel Ventures will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages. Kahel Ventures’ total liability will not exceed the Platform Fees actually paid to Kahel Ventures by Provider in the three (3) months preceding the event giving rise to the claim, except for fraud or intentional misconduct.

Provider will defend, indemnify, and hold harmless Kahel Ventures, MentorU, and their owners, officers, contractors, agents, service providers, and affiliates from claims, damages, losses, liabilities, costs, and expenses arising out of or related to Provider Offerings, Provider Content, Customer claims, refunds, disputes, chargebacks, Provider communications, Provider’s violation of law, Provider’s violation of third-party terms, or Provider’s breach of this Agreement.

This Agreement is governed by Oregon law. Venue shall be in Multnomah County, Oregon or Marion County, Oregon, as selected by Kahel Ventures.

Notices to Kahel Ventures: malik@kahelventures.com, 5441 S MACADAM AVE #5616, PORTLAND, OR 97239, USA.

Notices to Provider must be sent to the email and address Provider supplies to MentorU.

Provider may not assign this Agreement without Kahel Ventures’ written consent. Kahel Ventures may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the MentorU business.

If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement is the entire agreement between the parties regarding its subject matter. Amendments must be in writing and signed by both parties.

MentorU lets Provider sell programs, courses, memberships, sessions, events, content, and related offerings through the platform. Provider owns the Customer relationship and is responsible for Provider’s offerings, policies, fulfillment, refunds, cancellations, disputes, chargebacks, taxes, support, claims, and legal compliance. MentorU is not responsible for Provider refunds, chargebacks, or Customer losses.

Kahel Ventures collects a 15% platform fee from the gross amount of every transaction processed through MentorU, including taxes, tips, service fees, shipping, handling, and other amounts charged. Platform fees are nonrefundable unless required by law or agreed in writing.

See also Terms of Use and Privacy Policy, Customer Purchase Terms, Copyright and Intellectual Property Policy, Communications and Email Policy, Minors and Youth Program Policy, and AI and Automation Policy.

Provider Agreement acceptance is recorded during MentorU workspace signup. Reviewing this page alone does not accept the agreement or create an acceptance record.