1.1 The following General Platform Terms and Conditions (“T&Cs”) of Emergi Mentors Pty Ltd (“Emergi Mentors”, “we”, “our” or “us”), a company incorporated under the laws of Australia (ACN: 677 084 883), with its registered office at Unit B, 79 Great Western Highway, Oxley Park, NSW, Australia 2760 govern your access to and use of our website located at www.emergimentors.com.au, mobile applications and platform (the “Platform”), including any content, functionality and the services offered on or through the Platform (collectively, the “Services”). By using the Platform, you agree to be bound by these T&Cs, our Privacy Policy and any other relevant corporate policies of Emergi Mentors.

1.2 If you do not agree with any part of these T&Cs, you must not access or use the Platform or Services. For the avoidance of doubt, any of your deviating general terms and conditions are not accepted, even if we do not expressly object to them.

(a) be at least 18 years of age;

(b) have the legal capacity to enter into a binding contract under the laws of your jurisdiction; and

(c) comply with these T&Cs and all applicable laws and regulations.

3.1 Account Creation: To use certain features of the Platform, you must register for an account and provide accurate and complete information. You agree to update your information as necessary to maintain its accuracy and completeness.

3.2 Account Security: You are responsible for maintaining the confidentiality of your account login credentials and are fully responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.

3.3 Account Termination: We reserve the right to suspend or terminate your account, at our sole discretion, without notice or liability, if you violate these T&Cs or for any other reason, including those reasons contemplated under clause 12 of these T&Cs.

4.1 1:1 Mentorship Sessions: Users seeking mentorship (“Mentees”) from another user offering services (“Mentor”) of mentorship (“Mentorship Services”) can book sessions with Mentors through the Platform. These sessions are designed to provide personalised guidance and support to Mentees.

4.2 Digital Product Sales: Mentors may offer courses, materials, and other digital products for sale through the Platform.

4.3 Community Events: We host webinars, talks, and other events to foster community engagement and address industry trends. Participation in these events may be subject to additional terms nominated by us in our absolute discretion.

5.1 You may only input data (“User-Generated Data”) in connection with your use of the Platform and the Services including, texts, images and other content which:

(a) Comply with all applicable laws and regulations;

(b) Do not infringe the rights of third parties; and

(c) You are legally entitled to enter without restriction.

5.2 You agree to not to upload, transmit, endorse, encourage, promote or otherwise make available any User-Generated Data that is unlawful, racist, hostile, violent, discriminatory (including with respect to race, religion, gender, sexual orientation, age, disability, ancestry or national origin), harmful, harassing, defamatory, vulgar, obscene or otherwise objectionable, or that contains software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Platform or the Services.

5.3 You retain all rights, title, and interest in the User-Generated Data uploaded by you to the Platform. You agree that Emergi Mentors may process User-Generated Data uploaded by you for the purposes contemplated by these T&Cs, in particular to store it, make it available for retrieval and utilise de-identified personal data and User Data for the improvement of the Platform and Services. For the avoidance of doubt, you hereby grant Emergi Mentors an irrevocable, perpetual, royalty-free license to use, incorporate, and further develop User-Generated Data and de-identified personal data without restriction.

5.4 Emergi Mentors is entitled to delete User-Generated Data uploaded by you if Emergi Mentors has reasonable grounds to believe that the content was not inputted in accordance with the provisions of these T&Cs.

6.1To the maximum extent permitted by law, the Platform and Services are provided “as is,” “as available,” and Emergi Mentors expressly disclaims any other assurances, terms, conditions, representations and warranties, express or implied, statutory or otherwise, including without limitation assurances, terms, conditions, representations and warranties:

(a) Of merchantability;

(b) Of fitness for a particular purpose (even if advised of the purpose);

(c) Of accuracy, title, and/or non-infringement; and

(d) That use of or access to the Platform or the Services (or any portion thereof) will be uninterrupted or error free, will not have any impact on your devices, systems or websites, or will meet all of your requirements.

6.2 Emergi Mentors shall not be liable for the availability, performance, limitations, capacity, or responsiveness of the internet or of your computers, devices, networks, servers, websites (including without limitation your website(s)), or your facilities, or for any third-party system (including without limitation any hosting provider).

7.1 Prior to accessing the Platform or utilising the Services you represent and warrant that you:

(a) Are at least 18 years of age and have the legal capacity to be bound by these T&CS;

(b) Have taken appropriate security precautions to ensure that access to, and the use of the Platform and the Services is not used by any unauthorised persons or entities;

(c) Shall utilize the Services yourself and not procure, attempt to procure or provide access to the Platform or Services to any other person or entity);

(d) Shall not utilise the Platform or the Services for any unlawful purposes, including contrary to any applicable laws and regulations in Australia or in the country in which you are domiciled;

(e) Shall not utilise the Platform or the Services for any purposes not contemplated by these T&Cs; and

(f) Have provided any information required by Emergi Mentors (including but not limited to for the creation of your account) for you to have access to and utilise the Platform and the Services and that such information is true, accurate, complete and not misleading or fraudulent.

8.1 Emergi Mentors’ Fees comprise of the following:

(a) subscription fees, being fixed amounts charged by Emergi Mentors for the use of the Platform and the Services (the “Subscription Fees”); and

(b) transaction fees for each transaction contemplated between a Mentor and Mentee through the Platform (the “Transactions Fees”). (Collectively the “Fees”)

8.2 By using the Platform and the Services, you agree to pay the Subscription Fees and/or the Transaction Fees (as applicable).

8.3 The Fees in connection with the use of the Platform and Services are set out in the table below.

8.4 All Fees quoted on our Platform [include/exclude] Goods and Services Tax (“GST”) as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (“GST Act”).

8.5 Payment of the Fees in connection with the Services shall only be effected via the approved payment methods specified by us on the Platform.

8.6 We do not, and are not, required to provide any refunds for any Fees that have been paid to us. For the avoidance of doubt, the same shall apply to Transaction Fees, even where a transaction is not completed or does not satisfy the intended requirements of the Mentee for any reason whatsoever.

8.7 You acknowledge and agree that all payment of the Fees is processed by third-party payment processors. By making any payment, you agree to comply with the terms and conditions of these third-party processors.

8.8 Emergi Mentors reserves the right to amend any Fees, as well as the applicable payment terms prescribed in this clause 8 in its absolute discretion. Publication of these amendments on its Platform shall constitute our notice of such amendments to you.

9.1 The Mentor and Mentee must agree on the applicable fee for the intended Mentorship Services to be provided by the Mentor to the Mentee (the “Mentors Fees”), and the terms relating to any refund if the intended Mentorship Service is not completed by the Mentor or does not satisfy the intended requirements of the Mentee.

9.2 If a payment is made by a Mentee to a Mentor and the intended Mentorship Service is not completed or does not satisfy the intended requirements (for any reason), then it is the Mentor’s responsibility to provide a refund to the Mentee directly that is appropriate based on the circumstances.

9.3 The Mentor and Mentee involved in each transaction should agree if a refund will be provided by the Mentor to the Mentee, under what circumstances, and how that refund will be calculated. This may be governed by the Mentor’s terms of trade or by mutual agreement between the Mentor and the Mentee for a transaction.

9.4 Mentors must comply with all applicable taxation laws and regulations in the country in which they are domiciled ('Tax Laws') when conducting their business over the Platform. When transacting with a Mentee, Mentors must charge Mentees for applicable taxes (including GST, value-added tax, or other forms of taxes applicable) when required to do so under the applicable Tax Laws.

10.1 User safety of both Mentees and Mentors is a top priority of Emergi Mentors. We strongly encourage you to exercise caution and make reasonable inquiries about other user before initiating contact or arranging any meetings. It is important to verify the identity, qualifications, and background of any Mentor or Mentee (as applicable) you intend to interact with.

10.2 Emergi Mentors provides a platform for connections but does not conduct background checks or verify the information provided by any Mentor or Mentee. Therefore, it is your responsibility to perform your own due diligence to ensure your safety and security. If you intend to exchange contact details, avoid sharing any personal data until you have carried out the due diligence contemplated by this clause 10. If you intend to meet a Mentor or Mentee (as applicable) in person, always consider meeting in public places and informing a trusted person of your plans. Your vigilance and proactive measures are essential to maintaining a safe and secure environment for everyone.

11.1 For as long as you maintain a valid account with Emergi Mentors, you are granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform and Services for legitimate and lawful purposes, in accordance with these T&Cs and any other Emergi Mentors policies (including but not limited to the Privacy Policy).

11.2 Emergi Mentors retains exclusive ownership of all its intellectual property, including but not limited to all software and source code used to provide the Platform and Services. You may not adapt, reproduce, reverse engineer, copy, store, distribute, publish, create derivative works from, commercialize, or on-sell any part of the Platform or any content you obtain from Emergi Mentors or the Platform.

11.3 The intellectual property rights in any third-party functionality integrated into the Platform by Emergi Mentors are exclusively owned by the applicable third party. Your use of such third-party functionality is subject to the terms and conditions of the respective third party.

12.1 If you terminate your account with Emergi Mentors or your access to and use of the Platform or Services, of if Emergi Mentors terminates it, your ability to access and use the Platform and the Services will cease with immediate effect. For the avoidance of doubt, in any event, you must stop accessing and using the Platform and Services immediately.

12.2 You may terminate your access to and use of the Services and the Platform at any time for any reason whatsoever. You can do so through the Platform, or by contacting us at admin@emergimentors.com.au

12.3 Emergi Mentors reserves its right to suspend or terminate your use of the Platform or Services, in whole or in part, at any time whatsoever acting in its absolute discretion. Instances where we may exercise this discretion may include but are not limited to when you have violated any terms of these T&Cs or where we have been precluded from providing you with access to the Platform or the Services through the valid operation of law.

12.4 Where a third party ceases to provide a service or functionality of the Services or the Platform, or ceases to make that service or functionality available on terms considered commercially viable to Emergi Mentors, acting in its absolute discretion, Emergi Mentors may cease to make available that service or functionality to you as part of the Services. For the avoidance of doubt, where Emergi Mentors exercises its right contemplated by this clause 12.4, you are not entitled to any refund, discount or any other compensation whatsoever.

13.1 Emergi Mentors facilitates connections and transactions between Mentors and Mentees but is not a party to these transactions. We provide the Platform to help Mentors and Mentees connect and interact, but we do not participate in the sale or purchase of any goods or services exchanged between them. All interactions and transactions between Mentors and Mentees are conducted at their own risk.

13.2 Accordingly, Emergi Mentors is not liable or responsible for:

(a) Any goods or services offered or provided by a Mentor, including but not limited to their safety, quality, or legality;

(b) The accuracy or truthfulness of any information provided by a Mentor or Mentee; or

(c) Any warranties (including implied warranties), guarantees, or other assurances made by a Mentor regarding any goods or services they offer or provide.

13.3 Emergi Mentors does not guarantee or warrant:

(a) That any goods or services offered or provided by a Mentor will meet the Mentees requirements or expectations; or

(b) The accuracy, completeness, or reliability of any information provided by a Mentor or Mentee (including feedback).

13.4 Emergi Mentors disclaims all implied warranties, including but not limited to fitness for a particular purpose, merchantability, and non-infringement, except to the extent that such disclaimers are prohibited by law.

13.5 We have no control over the communications or representations made by Mentors or Mentees and cannot screen every interaction. Consequently, Emergi Mentors cannot be held responsible for any misconduct by a Mentor or Mentee. Emergi Mentors is not liable if a:

(a) Mentor or Mentee uses the Platform under false pretences or attempts to defraud;

(b) Mentor or Mentee provides information that is inaccurate or untruthful; or

(c) Mentor or Mentee fails to complete a transaction.

13.6 Emergi Mentors is not liable to you or any other person for any claims arising from your use of the Platform or the actions or omissions of any Mentor or Mentee, whether for negligence, breach of contract, breach of statutory duty, or otherwise. We are not responsible for anything outside of our reasonable control. Emergi Mentors is not liable for any direct or indirect loss or damage, including but not limited to loss of profits or revenues, loss of business or anticipated savings, general or special damages, punitive damages, or consequential or incidental loss.

13.7 The maximum liability of Emergi Mentors to you for any breach of these T&Cs is limited to the Fees you have paid to Emergi Mentors over the preceding three months to the claim. This limitation does not restrict Emergi Mentors’ right to seek and obtain equitable relief.

13.8 Nothing in these T&Cs limits your legal rights as a consumer, including under the Australian Consumer Law (“ACL”), which cannot be waived or limited by contract.

14.1 You agree to indemnify, defend and hold harmless, Emergi Mentors and its officers, employees, agents and contractors against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims made by or brought against them by a third party arising from or relating to:

(a) Any User-Generated Data created by you over the Platform or in connection with the Services;

(b) Your use of the Platform or the Services in violation of these T&Cs; or

(c) Your gross negligence or wilful misconduct, howsoever arising.

15.1 Emergi Mentors handles your personal data in accordance with the applicable data protection laws, regulations and its Privacy Policy, as amended from time to time.

15.2 Please refer to our Privacy Policy for further information about how we collect, process, store, utilise and transmit your personal data.

16.1 You shall keep confidential any facts, documents and knowledge disclosed to you by Emergi Mentors, provided that Emergi Mentors has classified the respective information as confidential or has an obvious interest in its confidentiality ('Confidential Information'). Any publications in connection with the Services may be issued by you only with the prior written consent of Emergi Mentors. Furthermore, you shall undertake to use Confidential Information only for the purposes contemplated by these T&Cs. In particular, you shall not base your own developments on Confidential Information received or use it for the further development of your own products or services, nor will you register any intellectual property rights in relation to the Confidential Information or use it to object to an intellectual property right registration of Emergi Mentors.

16.2 The obligation to maintain confidentiality and the restrictions on usage do not apply insofar as the Confidential Information in question demonstrably:

(a) Was already in the public domain without any action on your part;

(b) Was already known you or is disclosed by a third party entitled to do so;

(c) Is developed by you without an exploitation of the Confidential Information; or

(d) Must be revealed through the operation of law or pursuant to mandatory statutory provisions or official orders.

16.3 If the contractual relationship and the cooperation between you and Emergi Mentors has come to an end, you shall be under an obligation, at our request, to return the Confidential Information received to us or to destroy it at our request. In this case, any data stored electronically shall be deleted in full.

17.1 These T&Cs shall be governed and construed by the laws of New South Wales, Australia.

17.2 If you have any dispute with Emergi Mentors, please contact us and we will use our best efforts to attempt to resolve it internally. If we need to contact you about a dispute, we will use the last email address you provided us or any other reasonable method.

17.3 Any disputes arising out of or in connection with these T&Cs or the use of the Platform shall be subject to the exclusive jurisdiction of the courts of New South Wales, Australia.

18.1 Purpose: Feedback is integral to enhancing the interactions between Mentors and Mentees, as well as the overall use of our Platform.

18.2 Providing Feedback: These T&Cs outlines the appropriate way to give and receive feedback. When providing feedback about another Mentor or Mentee, it must be respectful and free from offensive, defamatory, harassing, or retaliatory language or content. Emergi Mentors reserves the right to remove any feedback at its sole discretion, especially if it is deemed inappropriate. Feedback should specifically relate to the transaction in question and not to other unrelated transactions.

18.3 Feedback Ownership: By providing feedback, suggestions, or recommendations over the Platform (collectively, “Feedback”), you agree to the following:

(a) No Restrictions: Your Feedback is given freely and without any restrictions.

(b) Ownership: Emergi Mentors exclusively owns all rights to the Feedback, including any associated intellectual property rights.

(c) Use of Feedback: Emergi Mentors may use the Feedback at its discretion and is not obligated to implement it.

(d) Future Inclusion: Any Feedback may be included in future versions of the Platform, but this is not guaranteed.

(e) Non-Contest: You will not contest, directly or indirectly, Emergi Mentors’ ownership of the Feedback or any related intellectual property rights, nor assist any third party in doing so.

19.1 Amendments to T&Cs: These T&Cs may be amended by us acting in our absolute discretion. If we make a material change to these T&Cs, you will be given reasonable prior notice about the changes taking effect either by email or through our Platform. Any material revisions to these T&Cs will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change on our Platform. If you use the Services, or access the Platform after the effective date of any change, that use, or access will constitute your acceptance of the revised T&Cs. If you do not agree with the revised T&Cs, you must stop using the Services and accessing the Platform.

19.2 Waiver: Our failure to enforce any right or provision of these T&Cs will not be considered a waiver of those rights. Any waiver of any provision of these T&Cs will be effective only if in writing and signed by an authorised representative of Emergi Mentors.

19.3 Effect of Notices: Where reference is made in these T&Cs to written form or notification, the sending of an e-mail shall also suffice in each case.

19.4 Entire Agreement: These T&Cs and any policies or operating rules posted by us on the Platform constitute the entire agreement and understanding between you and us and govern your use of the Platform, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us.

19.5 Severance: If a provision in these T&Cs is or becomes ineffective in whole or in part, this does not affect the validity and enforceability of the remaining provisions.

19.6 Assignment: You may not assign or transfer any of your rights or obligations under these T&Cs without our prior written consent. We may assign or transfer any or all of our rights under these T&Cs in whole or in part, without obtaining your consent or approval.

19.7 Relationship: Nothing in these T&Cs gives rise to any relationship of employment, joint venture, consortium, agency or partnership between you and Emergi Mentors.

19.8 Survival: Clauses 6, 11, 13, 14, 15, 16, 17 and 18 shall survive any termination or expiry of these T&Cs.