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.

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.