Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) are a legal agreement between your organization (“Customer,” “you”) and NekoTech Ventures Inc. (“MentorNeko,” “we,” “us”) governing your use of the MentorNeko platform.

By creating an account, accessing the platform, or using any of our services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Service

MentorNeko is a B2B SaaS mentoring platform that helps organizations design, launch, and manage mentoring programs. The platform includes AI-powered mentor-mentee matching, program management tools, networking introduction rounds, goal tracking, shared notes, and administrative dashboards. Each customer organization receives an isolated, dedicated subdomain with multi-tenant data separation.

3. Accounts & Access

Organization administrators (“Admins”) manage their organization's account, including inviting and removing members, configuring programs, and managing roles. Members are invited by Admins and access the platform through passwordless magic link authentication.

You are responsible for maintaining the security of your account and ensuring that only authorized individuals within your organization have access. You must notify us promptly at security@mentorneko.com if you become aware of any unauthorized access.

4. Acceptable Use

You agree to use MentorNeko only for its intended purpose of facilitating mentoring and professional development within your organization. You agree not to:

• Use the platform for any illegal or unauthorized purpose
• Scrape, crawl, or use automated tools to extract data from the platform
• Attempt to access another organization's data or bypass tenant isolation controls
• Reverse engineer, decompile, or disassemble any part of the platform
• Use the platform to build a competing product or service
• Interfere with or disrupt the platform's infrastructure or other users' access
• Upload malicious code, viruses, or harmful content
• Harass, abuse, or harm other users of the platform

5. Intellectual Property

MentorNeko and its original content, features, functionality, and underlying technology are and remain the exclusive property of NekoTech Ventures Inc. and its licensors. Our platform is protected by copyright, trademark, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the platform for your organization's internal mentoring purposes during the term of your subscription.

6. Marketing & Customer References

Customer grants NekoTech Ventures Inc. a non-exclusive, royalty-free, worldwide license to use Customer's name, logo, and a general description of Customer's use of the Service in MentorNeko's marketing materials, website, customer lists, and sales presentations.

Customer may opt out of this license at any time by sending written notice to marketing@mentorneko.com. MentorNeko will remove Customer's name and logo from marketing materials within 30 days of receiving such notice. MentorNeko will comply with any reasonable brand usage guidelines provided by Customer.

7. Customer Data

You retain full ownership of all data your organization and its members submit to the platform (“Customer Data”). We process Customer Data solely to provide and improve the MentorNeko service on your behalf.

Each organization's data is isolated at the application layer using our defense-in-depth tenant isolation architecture. Your data is never commingled with, accessible to, or visible to other organizations on the platform.

You are responsible for the accuracy and legality of Customer Data and for obtaining any necessary consents from your members for data processing. See our Data Processing Agreement for detailed data processing terms.

8. AI Features

MentorNeko uses artificial intelligence to suggest mentor-mentee matches, generate match rationales, and facilitate networking introductions. You acknowledge that:

• AI matching is a recommendation tool. Administrators retain full control to approve, reject, or override all match suggestions
• AI-generated match rationales are intended to help participants understand their pairing, but are not guarantees of compatibility
• AI matching uses anonymized profiles with no personally identifiable information sent to AI models. All AI processing routes through Vercel AI Gateway with Zero Data Retention. Administrative analytics features may process limited personal data within the administrator's authorized scope
• We enforce Zero Data Retention (ZDR) on all AI provider calls through Vercel AI Gateway. No prompts or outputs are stored or used to train AI models
• AI features may be updated or improved over time, and the specific models used may change with notice

9. Availability & SLA

We use commercially reasonable efforts to ensure the platform is available and performant. However, we do not guarantee 100% uptime. The platform may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

Enterprise customers may negotiate specific Service Level Agreements (SLAs) with guaranteed uptime commitments as part of their subscription agreement. Contact sales@mentorneko.com for enterprise SLA options.

10. Payment Terms

Subscription fees are invoiced per the terms of your individual subscription agreement. Unless otherwise specified, invoices are due net 30 days from the date of invoice.

Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. We reserve the right to suspend access to the platform for accounts with invoices overdue by more than 15 days, after providing five business days' written notice.

11. Termination

Termination of your subscription is governed by the terms of your individual subscription agreement. We may terminate or suspend your access immediately if you materially breach these Terms.

Upon termination or expiration of your subscription:

• You will have a 30-day read-only export window to download your data in CSV or JSON format
• We will permanently delete your Customer Data within 60 days after the export window ends (90 days total from termination)
• Provisions that by their nature should survive termination (including limitation of liability, indemnification, and governing law) will continue to apply

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEKOTECH VENTURES INC. BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE PLATFORM.

OUR AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO US DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE AT ALL TIMES. AI-POWERED FEATURES ARE PROVIDED AS DECISION-SUPPORT TOOLS AND DO NOT GUARANTEE SPECIFIC OUTCOMES.

14. Indemnification

You agree to indemnify, defend, and hold harmless NekoTech Ventures Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the platform in violation of these Terms; (b) your violation of any applicable law or regulation; (c) any Customer Data you submit to the platform; or (d) any dispute between you and your organization's members regarding the use of the platform.

MentorNeko will indemnify, defend, and hold harmless Customer from third-party claims alleging that the Service infringes any third-party intellectual property rights, provided Customer promptly notifies MentorNeko of such claim and provides reasonable cooperation in the defense thereof.

15. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law provisions. The parties agree to the following dispute resolution process: (a) good-faith negotiation for 30 days following written notice of a dispute; (b) if unresolved, non-binding mediation administered in Calgary, Alberta; (c) if still unresolved, binding arbitration under the Alberta International Commercial Arbitration Act for disputes exceeding USD $50,000 (or the Canadian dollar equivalent), or the Court of King's Bench of Alberta for smaller claims. Each party irrevocably submits to the jurisdiction of the courts of Alberta.

16. Changes to Terms

We may modify these Terms from time to time. If we make material changes, we will provide at least 30 days' notice to organization administrators by email before the changes take effect. Continued use of the platform after the effective date of revised Terms constitutes your acceptance of those changes.

17. Contact Us

If you have questions about these Terms, please contact us: