Terms and Conditions

Please read these MeMentum Terms of Service (“Agreement”) carefully. By accessing or using any portion of the MeMentum website, mobile application, or related services (collectively, the “Services”), you (“you” or, where applicable, “your”) acknowledge that you have read, understood, and agree to be bound by this Agreement with MeMentum Inc. (“MeMentum,” “we,” or “us”). If you do not agree to all of the terms below, you may not access or use the Services.

 

If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity; in that case, “you” will refer to the entity. This Agreement is enforceable as a written contract signed by both parties, and the mutual promises contained herein constitute good and valuable consideration.

 

1. MeMentum Offerings. MeMentum provides an online marketplace and related web‑based tools (the “MeMentum Platform”) that enable individual clients seeking career guidance (“Clients”) to locate, book, and pay independent career coaches (“Coaches”) for one‑on‑one sessions of defined duration (each, a “Session”). Access to the MeMentum Platform, the facilitation of Session bookings, integrated scheduling and payment processing, and standard MeMentum customer support are collectively referred to as the “MeMentum Services.” All purchases are made through an online checkout or order page approved by MeMentum (each, an “Order”); every Order specifies the MeMentum Services purchased, the applicable Session details, and the associated fees and payment terms, and is automatically incorporated into this Agreement upon acceptance by MeMentum. If any Order expressly conflicts with these Terms, the terms of this Agreement will control unless the Order states otherwise.

 

2. Client‑Coach Relationships, Platform Restrictions, and Reporting. All interactions between Clients and Coaches on the MeMentum Platform are governed by MeMentum’s standard user terms and community guidelines, and MeMentum may collect, use, and disclose information from those interactions in accordance with those terms and our Privacy Policy. You are solely responsible for any additional policies you choose to communicate to your own Clients or Coaches regarding what information may be shared during a Session. Access to the MeMentum Platform is granted only via individual user credentials; you will not receive a master administrative account, and all Platform passwords are MeMentum confidential information. You agree that you will not, and will not permit anyone else to: (a) copy, rent, lease, sublicense, disclose, or otherwise provide third parties with access to the MeMentum Platform; (b) use the Platform to build, market, or provide any competing or derivative service; or (c) publish or disseminate any benchmark or performance data about the Platform. If an Order expressly provides for it, MeMentum may supply you with de‑identified, aggregate usage reports (“MeMentum Reports”); such Reports may be used only for your internal business purposes and in compliance with all applicable laws, and you acknowledge that MeMentum will not disclose individual Session content, coaching notes, or personally identifying outcomes.

 

3. Fees and Payment Terms. All fees and payout schedules for the MeMentum Services—including platform commissions, service fees, subscription plans (if any), and any enterprise or volume pricing—are shown at checkout or in the applicable Order and are hereby incorporated by reference. Client payments are processed through our third‑party payment provider; the agreed commission is automatically deducted, and the net balance is remitted to the Coach via the payout method on file. Unless an Order states otherwise, all charges are due immediately and are non‑refundable.

 

4. Term, Termination, and Effect of Termination. This Agreement begins on the date you first access or use the MeMentum Services (the “Effective Date”) and continues until terminated in accordance with this Section. Unless an Order specifies a different term, paid subscription plans (if offered) run for twelve (12) months and automatically renew for successive one‑year periods unless either party gives at least thirty (30) days’ written notice of non‑renewal. MeMentum may revise pricing for any renewal term in its sole discretion. Either party may terminate this Agreement and all outstanding Orders for cause if the other party fails to cure a material breach (including non‑payment) within ten (10) days of written notice. Upon expiration or termination: (a) access to the MeMentum Platform will cease, except that individual Clients and Coaches may continue any independent relationship they choose to form outside the Platform; (b) all unpaid amounts become immediately due; and (c) you may retain any aggregate MeMentum Reports delivered prior to the termination date, unless MeMentum terminated for your uncured breach. Sections 2, 3, 6, 7, and 8 (and any other provisions that by their nature should survive) will survive termination, and no refunds will be issued.

 

5. Representations and Warranties. Each party represents and warrants that (a) it has full power and authority to enter into and perform under this Agreement, which constitutes a valid and binding obligation enforceable in accordance with its terms, and (b) it will comply with all applicable laws and regulations in carrying out its obligations hereunder.

 

6. Disclaimer. Except as expressly provided in Section 5, MeMentum provides the Platform and all MeMentum Services “as is” and makes no other warranties, whether express, implied, statutory, or otherwise—including any implied warranties of merchantability, title, fitness for a particular purpose, or non‑infringement. Coaching services arranged through the Platform are provided by independent Coaches and do not constitute medical, mental‑health, legal, financial, or other professional advice or therapy. MeMentum does not guarantee that the Services will achieve any particular results, and you accept sole responsibility for any decisions or actions taken based on coaching. MeMentum is not responsible for delays, interruptions, data loss, or service failures inherent in the use of the internet, third‑party networks, or any systems beyond MeMentum’s reasonable control.

 

7. Limitation of Liability. Except for (i) your breach of the restrictions in Section 2 or (ii) your misappropriation or infringement of MeMentum’s intellectual property, and to the maximum extent permitted by law: (a) neither party will be liable to the other for any indirect, special, incidental, exemplary, punitive, or consequential damages of any kind (including lost profits, loss of goodwill, or loss of data) arising out of or related to this Agreement, even if advised of the possibility of such damages; and (b) each party’s total cumulative liability to the other for all claims arising under or related to this Agreement will not exceed the total amount paid by you to MeMentum for the MeMentum Services in the twelve (12) months preceding the event giving rise to the claim.

 

8. General Provisions. This Agreement is governed by and construed under the laws of the State of New York, without regard to its conflict‑of‑laws rules, and any claim or dispute arising hereunder must be brought exclusively in the state or federal courts located in New York County, New York. Subject only to the limited rights expressly granted in this Agreement, MeMentum retains all right, title, and interest in and to the MeMentum Services, the Platform, all aggregated or de‑identified data, user feedback, and all associated intellectual‑property rights. You authorize MeMentum to display your name and logo on its website, in marketing materials, and in a press release identifying you as a customer. MeMentum may engage independent Coaches and other subcontractors and may rely on third‑party videoconferencing, payment, scheduling, or communications services (e.g., Zoom, Stripe, Google Calendar) (“Third‑Party Tools”); use of any Third‑Party Tool is subject to that provider’s terms, and MeMentum is not responsible for their operation or any changes thereto. You may not assign or otherwise transfer this Agreement, in whole or in part, without MeMentum’s prior written consent, and any attempted assignment without consent is void; MeMentum may freely assign or delegate its rights and obligations. Notices under this Agreement must be in writing and will be deemed given when delivered by email to the latest address each party has provided or when received by a nationally recognized courier. A party’s failure to enforce any provision will not constitute a waiver of that provision. If any provision is held unenforceable, the remaining provisions will remain in full force, with the invalid portion modified only to the extent necessary to achieve the parties’ intent. This Agreement, together with all incorporated Orders, is the parties’ entire agreement regarding its subject matter and may be amended only by a written instrument signed by both parties.