Taaluma Community Standards Policy

Extracted from the Taaluma Africa Terms and Conditions (clauses 4, 5 and 11) and the Mentor Content & Contributor Agreement (clause 12).

User responsibilities and conduct

You agree to use the Platform lawfully, honestly and respectfully. You must not misrepresent your identity or credentials; harass, bully, threaten or abuse another person; upload harmful, illegal, offensive, defamatory or infringing material; violate another person's privacy or intellectual property rights; use the Platform for fraud or unlawful activity; or interfere with the safety, security or proper functioning of the Platform.

Acceptable use

You must not attempt unauthorised access; introduce viruses, malware or harmful code; send spam or phishing communications; impersonate another person or entity; collect or use another user's personal information without lawful authority or consent; circumvent access, authentication or payment controls; scrape or systematically extract Platform content or data without written authorisation; or reproduce, resell, redistribute or commercially exploit Platform materials except as expressly permitted.

Moderation

Users must comply with this Community Standards Policy. Taaluma may review, moderate, edit, restrict, remove or disable access to content or accounts where it reasonably considers that a user has breached the Terms or applicable policies, or where action is necessary to protect users, the Platform or Taaluma's legal or reputational interests.

Mentor professional conduct

The Mentor shall act professionally, honestly and in good faith in all interactions undertaken in connection with Taaluma. Taaluma may suspend or terminate the Mentor's participation where the Mentor engages in conduct which, in Taaluma's reasonable opinion, may materially damage Taaluma's reputation, goodwill, the Platform, its users, its commercial interests, or the reputation of the Taaluma mentor community.

Content Ownership & Intellectual Property Policy

Extracted from the Mentor Content & Contributor Agreement (clause 7) and the Taaluma Africa Terms and Conditions (clause 6).

User content

You retain ownership of original content that you create and submit to the Platform, subject to rights granted to Taaluma under the Terms or a separate agreement. By submitting content, you grant Taaluma a non-exclusive licence to host, store, display and distribute it to the extent reasonably necessary to operate, provide, secure and improve the Platform. You represent that you own the content or have obtained all necessary rights and permissions.

Mentor pre-existing materials

The Mentor retains ownership of all Pre-Existing Materials. Nothing in the Mentor Agreement transfers ownership of Pre-Existing Materials to Taaluma.

Ownership of platform content

Subject to the pre-existing materials clause, all Content created specifically for Taaluma or pursuant to the Mentor Agreement shall, upon creation, vest in and become the sole and exclusive property of Taaluma. The Mentor irrevocably assigns to Taaluma all worldwide intellectual property rights, title and interest in such Content.

Where Pre-Existing Materials are incorporated into Content, the Mentor grants Taaluma a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free licence to use, reproduce, modify, distribute, publish, display and commercialise such Pre-Existing Materials solely to the extent necessary to use and commercialise the relevant Content.

Taaluma exploitation rights

Taaluma may publish, reproduce, edit, translate, adapt, reformat, bundle, sublicense, distribute and commercialise Content; create derivative works; and use extracts of Content for advertising and marketing.

Upload confirmations

Before uploading Content, the Mentor confirms: I own or have the necessary rights to this content; this content does not infringe any third-party intellectual property or other rights; I understand that Taaluma may review, reject, suspend or remove non-compliant content.

Taaluma Africa Institutional Access Terms

1. Introduction

These Institutional Access Terms (“Terms”) apply to users who access Taaluma Africa services through an institutional or university-provided email address or other institutional access arrangement. They should be read together with the Taaluma Africa Terms and Conditions, Privacy Policy and any other applicable policies published on the Platform.

2. Institutional Eligibility

By registering using an institutional email address, you confirm that you are eligible to use the institutional email address provided and that the information submitted during registration is accurate and complete. Taaluma Africa may require additional information or verification where reasonably necessary to confirm eligibility for institutional access.

3. Institutional Email Address

You are responsible for ensuring that the institutional email address provided belongs to you and is authorised for your use. You must not register using another person’s institutional email address or an address that you are not entitled to use. Where access is linked to an institution, eligibility may depend on the relationship between you and that institution and may cease when that relationship or the institution’s authorisation ends.

4. Use of Institutional Access

Institutional access is provided for the purposes for which Taaluma Africa makes the relevant service available. You must use the Platform lawfully and in accordance with the Terms and Conditions, Community Standards, Acceptable Use requirements and other applicable Taaluma Africa policies. You must not share, transfer, sell, or otherwise permit another person to use access credentials issued or associated with your account.

5. Account Responsibilities

You are responsible for maintaining the confidentiality of your account credentials and for activity carried out through your account. You should notify Taaluma Africa promptly if you become aware of unauthorised access or any other security concern relating to your account.

6. Institutional Verification and Access Controls

Taaluma Africa may verify institutional eligibility and may use reasonable access controls to administer institutional services. Where institutional access is no longer available or the user no longer satisfies the applicable eligibility requirements, Taaluma Africa may suspend or terminate that institutional access. The available source policies do not specify a particular verification method, duration of institutional access, or institution-specific entitlement. Any such arrangements should be stated separately where applicable.

7. Privacy and Data Protection

Personal information collected in connection with institutional registration and use of the Platform will be handled in accordance with the Taaluma Africa Privacy Policy and applicable data-protection requirements. The Privacy Policy describes the categories of information collected, purposes of processing, sharing with service providers, retention, user rights and international transfers.

8. Intellectual Property and User Content

Your use of institutional access does not transfer ownership of Taaluma Africa’s platform, software, proprietary content, digital products or other intellectual property to you. Any user-generated content remains subject to the intellectual-property provisions in the Terms and Conditions and applicable Taaluma Africa policies.

9. Availability and Changes

Taaluma Africa may modify, suspend or discontinue an institutional access arrangement where reasonably necessary, including where access is no longer authorised by the relevant institution or where a user breaches applicable terms or policies. Changes to these Terms will be handled in accordance with the applicable provisions governing changes to Taaluma Africa policies.

10. Suspension and Termination

Taaluma Africa may suspend or terminate institutional access where a user violates these Terms, the Terms and Conditions, applicable policies, or where continued access creates a legal, security or operational risk. Termination or suspension of institutional access does not affect provisions that by their nature are intended to continue after access ends.

11. Governing Law and Disputes

These Terms are governed by the laws of Kenya. Disputes will be handled in accordance with the dispute-resolution provisions contained in the Taaluma Africa Terms and Conditions, including the applicable mediation and court provisions.

12. Acceptance

By selecting the institutional-access registration checkbox, you acknowledge that you have read and understood these Institutional Access Terms and agree to comply with them.

Suggested website checkbox wording: “I confirm that I am eligible to use the institutional email address provided.”

13. Contact

Questions concerning institutional access may be directed to Taaluma Africa using the contact details published on the Platform.

Taaluma.World Mentor Content & Contributor Agreement

This Mentor Content & Contributor Agreement (the “Agreement”) is made and entered into on the Effective Date.

BETWEEN: TAALUMA.WORLD, operating the online platform available at www.taaluma.world, together with its websites, applications, digital products, services and related platforms (collectively, the “Platform”) (hereinafter referred to as “Taaluma”, “we”, “us” or “our”); AND the Mentor registering on the Platform (hereinafter referred to as the “Mentor”, “you” or “your”).

Taaluma and the Mentor are individually referred to as a “Party” and collectively as the “Parties.”

Recitals

A. Taaluma operates a digital career-development, mentorship and professional growth platform designed to support college graduates, young professionals and other users through educational content, strategic blueprints, courses, mentorship, professional resources and a global ecosystem of mentors.

B. The Mentor possesses expertise, experience, knowledge, qualifications and/or professional credibility in one or more areas relevant to Taaluma's Platform.

C. The Mentor wishes to participate in Taaluma's mentor ecosystem and contribute original educational and professional content and, where agreed, participate in mentorship sessions and related activities.

D. Taaluma wishes to appoint the Mentor as an independent contributor on the terms contained in this Agreement.

E. The Parties intend that this Agreement establish the legal and commercial framework governing the Mentor's relationship with Taaluma, including Content creation, intellectual property, revenue sharing, confidentiality, data protection, professional conduct and use of the Platform.

NOW THEREFORE, the Parties agree as follows:

1. Definitions and Interpretation

“Content” means all materials created, developed, submitted, recorded, uploaded or otherwise provided by the Mentor for or in connection with the Platform, including articles, strategic blueprints, courses, modules, lesson plans, worksheets, templates, assessments, presentations, written materials, video, audio, recordings, webinars, Q&A materials, mentorship materials, graphics, photographs, illustrations, downloads and other educational or professional materials.

“Confidential Information” means any non-public information disclosed by either Party to the other in connection with this Agreement, including business plans, financial information, technology, software, product development information, user information, business strategies, pricing, marketing strategies, commercial arrangements, trade secrets and other information which a reasonable person would understand to be confidential.

“Net Revenue” means gross amounts actually received and retained by Taaluma from users or third parties that are directly attributable to the Mentor's Content, less: (a) payment processing and transaction fees; (b) refunds; (c) chargebacks; (d) applicable taxes; (e) discounts; (f) vouchers and credits; (g) promotional amounts; (h) scholarships and complimentary access; and (i) other reasonable deductions directly attributable to the relevant transaction.

“Platform User” means any individual, institution, organisation or other entity accessing or using the Platform.

“Pre-Existing Materials” means intellectual property, materials, methodologies, frameworks, know-how, trademarks, trade names, works, courses or other materials owned or controlled by the Mentor before the Effective Date or developed independently of this Agreement and without use of Taaluma's Confidential Information or resources.

“Revenue Share” means the percentage of Net Revenue payable to the Mentor in accordance with Clause 6 and Schedule A.

“Taaluma Policies” means Taaluma's Terms of Service, Privacy Policy, Community Standards Policy, Content Ownership & Intellectual Property Policy, Mentoring Disclaimer, Mentor Verification Rules, Revenue Share terms and any other policies applicable to the Mentor or Platform, as notified by Taaluma from time to time.

2. Engagement and Role

2.1 Appointment. Taaluma appoints the Mentor as an independent contributor and, where applicable, a Strategic Mentor within the Taaluma ecosystem. The Mentor accepts the appointment and agrees to create and provide Content in accordance with this Agreement.

2.2 Scope. The Mentor's role may include: (a) creating Content; (b) developing strategic blueprints; (c) developing or contributing to courses; (d) preparing educational resources; (e) participating in webinars; (f) participating in recorded or live mentorship sessions; (g) participating in Q&A sessions; and (h) such other activities as may be agreed in writing.

2.3 No Minimum Obligation. Nothing in this Agreement requires Taaluma to commission, publish, promote or maintain any minimum quantity of Content. Taaluma may determine which Content is accepted, published, promoted, modified, bundled, suspended or removed.

3. Independent Contractor

3.1 The Mentor is an independent contractor and not an employee, agent, partner, shareholder, joint venturer or representative of Taaluma.

3.2 The Mentor shall not be entitled to employment benefits, pension contributions, leave, medical benefits or other employee benefits from Taaluma.

3.3 The Mentor shall be solely responsible for: (a) income tax; (b) VAT or other applicable taxes; (c) statutory contributions; (d) business registration; (e) professional licences; (f) permits; and (g) other regulatory obligations applicable to the Mentor. Taaluma shall make any deductions required by law.

4. Content Creation and Submission

4.1 Content Standards. The Mentor shall ensure that all Content:

• is original or lawfully licensed;
• is accurate to the best of the Mentor's knowledge;
• is professionally prepared;
• complies with applicable laws;
• does not infringe any third-party intellectual property rights;
• is not defamatory, fraudulent, misleading, discriminatory, unlawful or abusive;
• does not knowingly contain false or misleading information;
• complies with Taaluma Policies; and
• is suitable for publication on the Platform.

4.2 Editorial Control. All Content shall be subject to Taaluma's editorial review. Taaluma may accept Content; request revisions; edit Content for quality, length, style or format; reject Content; suspend Content; remove Content; or discontinue publication of Content.

4.3 Removal of Content. Taaluma may remove or suspend Content where it reasonably believes that the Content breaches this Agreement; infringes third-party rights; is inaccurate or misleading; violates applicable law; violates Taaluma Policies; or may expose Taaluma to legal, regulatory or reputational risk. Where practicable, Taaluma shall notify the Mentor of material removal.

4.4 Submission Confirmation. By submitting or uploading Content through the Platform, the Mentor confirms that: (a) the Mentor owns the Content or possesses all rights necessary to provide it to Taaluma; (b) the Content does not infringe third-party rights; (c) the Mentor has authority to grant Taaluma the rights contemplated by this Agreement; and (d) the Content complies with this Agreement and applicable Taaluma Policies.

5. Electronic Acceptance and Platform Policies

5.1 The Mentor acknowledges that acceptance of this Agreement by electronic checkbox, electronic signature, digital acceptance mechanism or other electronic means approved by Taaluma constitutes valid and binding acceptance of this Agreement and shall have the same effect as a handwritten signature to the fullest extent permitted by applicable law.

5.2 As part of registration, the Mentor may be required to confirm: I agree to the Mentor Agreement; I agree to the applicable Revenue Share terms; I agree to the Content Ownership & Intellectual Property Policy; I agree to the Community Standards Policy.

5.3 The Mentor agrees to comply with all applicable Taaluma Policies. Where Taaluma materially updates a policy, it shall provide reasonable notice where practicable. If there is an inconsistency between this Agreement and a Taaluma Policy, this Agreement shall prevail unless the Agreement expressly states otherwise.

6. Revenue Share

6.1 Subject to the terms of this Agreement, the Mentor shall receive the percentage of Net Revenue generated from the Mentor's published Content recorded in Schedule A.

6.2 No Guaranteed Payment. Unless expressly stated otherwise in Schedule A, the Mentor shall not receive a retainer, a salary, a guaranteed minimum payment, or any other fixed compensation. Compensation is contingent upon actual Net Revenue.

6.3 Attribution. Where Content is bundled, included within a subscription, accessed as part of a larger programme, co-created with another mentor, or otherwise not capable of direct attribution, Taaluma may reasonably apportion Net Revenue using an appropriate methodology, including pro-rata usage, views, completion rates, agreed weighting or another commercially reasonable method.

6.4 Statements. Taaluma shall provide a statement of Net Revenue and Revenue Share within fifteen (15) days following the end of each calendar quarter.

6.5 Payment. Amounts due shall be paid within thirty (30) days after issuance of the relevant statement, subject to the minimum payout threshold in Schedule A.

6.6 Minimum Threshold. Amounts below the minimum payout threshold may be carried forward to the next payment cycle.

6.7 Payment Records. Taaluma's books, payment records, platform analytics and financial records shall constitute prima facie evidence of Net Revenue calculations, except in the case of manifest error.

6.8 Excluded Revenue. No Revenue Share shall be payable on free trials, complimentary access, scholarships, promotional access, vouchers, credits, refunded transactions, chargebacks, or amounts not actually received and retained by Taaluma.

6.9 Pricing and Commercial Flexibility. Taaluma may, at its discretion, change pricing; offer discounts; create promotional campaigns; bundle Content; include Content in subscription products; offer temporary free access; repackage Content; or modify its commercial model. The Mentor shall not have a veto over such decisions.

7. Intellectual Property

7.1 Pre-Existing Materials. The Mentor retains ownership of all Pre-Existing Materials. Nothing in this Agreement transfers ownership of Pre-Existing Materials to Taaluma.

7.2 Ownership of Platform Content. Subject to Clause 7.1, all Content created specifically for Taaluma or pursuant to this Agreement shall, upon creation, vest in and become the sole and exclusive property of Taaluma. The Mentor hereby irrevocably assigns to Taaluma all worldwide intellectual property rights, title and interest in such Content, including copyright and all other proprietary rights capable of assignment.

7.3 Further Assurances. The Mentor shall execute any documents and undertake any acts reasonably required to confirm, perfect or register Taaluma's ownership of the Content.

7.4 Embedded Pre-Existing Materials. Where Pre-Existing Materials are incorporated into Content, the Mentor grants Taaluma a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free licence to use, reproduce, modify, distribute, publish, display and commercialise such Pre-Existing Materials solely to the extent necessary to use and commercialise the relevant Content.

7.5 Taaluma Exploitation Rights. Taaluma may publish, reproduce, edit, translate, adapt, reformat, bundle, sublicense, distribute and commercialise Content; create derivative works; and use extracts of Content for advertising and marketing.

7.6 Moral Rights. To the fullest extent permitted by applicable law, the Mentor irrevocably waives any moral rights or similar rights in the Content, including rights relating to attribution, integrity and objection to modification.

7.7 Attribution. Taaluma may credit the Mentor as the author or contributor of Content in a form determined by Taaluma.

7.8 Mentor's General Knowledge. Nothing prevents the Mentor from using general knowledge, skills, experience and expertise acquired independently of the Platform, provided that the Mentor does not reproduce or commercially exploit Taaluma-owned Content in breach of this Agreement.

8. Confidentiality

8.1 Each Party shall keep the other's Confidential Information confidential and shall use it only for purposes connected with this Agreement.

8.2 Confidential Information does not include information that is publicly available other than through breach; was lawfully known to the receiving Party before disclosure; is independently developed without reference to Confidential Information; or must be disclosed by law or court order.

8.3 Where legally permitted, the receiving Party shall provide reasonable notice before making a legally required disclosure.

8.4 Confidentiality obligations shall survive termination for five (5) years. Trade secrets shall remain protected for so long as they remain trade secrets under applicable law.

9. Data Protection and Privacy

9.1 The Mentor shall comply with all applicable data protection and privacy laws, including the Data Protection Act, 2019 of Kenya, to the extent applicable.

9.2 The Mentor shall not collect, retain, copy, disclose, transfer or use Platform User information except as expressly authorised by Taaluma.

9.3 The Mentor shall immediately notify Taaluma upon becoming aware of any actual or suspected unauthorised access, disclosure, loss or misuse of Platform User information.

9.4 The Mentor shall comply with Taaluma's Privacy Policy and applicable data-handling requirements.

10. Platform Data and Business Information

All Platform User information, databases, analytics, engagement statistics, subscriber information, conversion data, behavioural data, platform metrics and business intelligence generated through the Platform shall remain the property of Taaluma, subject to applicable data protection laws. The Mentor shall acquire no ownership interest in such information by virtue of participating in the Platform.

11. Non-Circumvention and Non-Solicitation

11.1 During the Term and for twelve (12) months following termination, the Mentor shall not knowingly circumvent Taaluma's commercial relationship with a Platform User by encouraging the user to bypass Taaluma's payment systems; entering into substantially similar paid arrangements with a Platform User introduced through Taaluma for the purpose of avoiding Taaluma's fees; or otherwise using access obtained through the Platform to divert a commercial opportunity belonging to Taaluma. Nothing in this clause prevents legitimate professional relationships that existed independently before the Mentor's relationship with Taaluma.

11.2 During the Term and for twelve (12) months thereafter, the Mentor shall not actively solicit Platform Users identified or introduced through Taaluma to move to a directly competing platform for substantially similar services.

11.3 During the Term and for twelve (12) months thereafter, the Mentor shall not knowingly solicit Taaluma's employees, contractors or mentors for the purpose of causing them to terminate or materially reduce their relationship with Taaluma.

11.4 During the Term, the Mentor shall not knowingly provide substantially identical Content created specifically for Taaluma to a directly competing career-development or mentorship platform without Taaluma's prior written consent. This restriction does not prevent the Mentor from using general expertise or creating genuinely independent and non-identical materials.

12. Professional Conduct and Reputation

12.1 The Mentor shall act professionally, honestly and in good faith in all interactions undertaken in connection with Taaluma.

12.2 Taaluma may suspend or terminate the Mentor's participation where the Mentor engages in conduct which, in Taaluma's reasonable opinion, may materially damage Taaluma's reputation, goodwill, the Platform, its users, its commercial interests, or the reputation of the Taaluma mentor community.

12.3 The Mentor may describe themselves as a Taaluma Mentor or Strategic Mentor only while authorised by Taaluma and subject to Taaluma's brand guidelines. The Mentor shall not represent that they are an employee, director, partner, agent or legal representative of Taaluma. Upon termination, the Mentor shall cease representing themselves as an active Taaluma Mentor unless Taaluma provides written permission otherwise.

13. Mentor Verification and Warranties

13.1 The Mentor warrants that all information submitted to Taaluma in connection with the Mentor's application, verification or participation is true, accurate and not materially misleading. This includes information relating to qualifications, professional experience, employment history, academic credentials, professional memberships, awards, publications, areas of expertise, and other information reasonably relevant to verification.

13.2 The Mentor shall promptly notify Taaluma of any material change that makes previously submitted information inaccurate or misleading.

13.3 The Mentor warrants that: the Mentor has authority to provide the Content; the Content is original or lawfully licensed; the Content does not infringe third-party rights; the Content is not defamatory; the Content does not knowingly contain false or misleading statements; the Content complies with applicable law; and the Content does not contain malicious software or code.

14. Professional Advice and Mentoring Disclaimer

14.1 All Content, courses, strategic blueprints, mentoring sessions, webinars, Q&A sessions, audio recordings, video recordings and other materials provided through the Platform are intended primarily for educational and informational purposes.

14.2 Unless expressly agreed in writing by Taaluma, neither Taaluma nor the Mentor provides regulated professional advice through the Platform. This includes, without limitation: legal advice; medical advice; financial or investment advice; tax advice; accounting advice; immigration advice; psychological or therapeutic advice; or other regulated professional services.

14.3 Participation in the Platform or a mentoring session does not, by itself, create an advocate-client, doctor-patient, accountant-client, investment adviser-client, therapist-client or other regulated professional relationship.

14.4 Platform Users remain responsible for obtaining appropriate independent professional advice before acting upon information obtained through the Platform.

14.5 The Mentor shall not represent that Taaluma has authorised the Mentor to provide regulated professional advice on Taaluma's behalf unless expressly authorised in writing.

15. Artificial Intelligence and Technology

15.1 Where Taaluma requires disclosure, the Mentor shall disclose the use of artificial intelligence tools in creating or materially modifying Content.

15.2 The Mentor remains responsible for the accuracy, originality, legality and quality of Content regardless of whether AI or other technological tools were used.

15.3 Taaluma may reject or require revision of AI-generated or AI-assisted Content that does not satisfy its editorial, originality, accuracy or quality standards.

16. Indemnity

The Mentor shall indemnify, defend and hold harmless Taaluma, its affiliates, directors, officers, employees, contractors and agents from and against claims, proceedings, liabilities, damages, losses, penalties, costs and reasonable legal expenses arising out of or in connection with: breach of this Agreement; infringement or alleged infringement of intellectual property rights; breach of confidentiality; breach of data protection obligations; defamation; violation of applicable law; fraud; negligence; wilful misconduct; or any material misrepresentation made by the Mentor.

17. Limitation of Liability

17.1 To the fullest extent permitted by law, Taaluma shall not be liable for indirect, incidental, special, punitive or consequential loss, including loss of profits, revenue, goodwill, opportunity or anticipated savings.

17.2 To the fullest extent permitted by law, Taaluma's aggregate liability arising out of or in connection with this Agreement shall not exceed the total Revenue Share actually paid or payable to the Mentor during the twelve (12) months immediately preceding the event giving rise to the claim.

17.3 Nothing in this Agreement shall exclude or limit liability to the extent that such exclusion or limitation is prohibited by applicable law.

18. Term and Termination

18.1 This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Clause.

18.2 Either Party may terminate this Agreement by giving thirty (30) days' written notice.

18.3 Either Party may terminate this Agreement if the other Party commits a material breach and fails to remedy that breach within fifteen (15) days after receiving written notice requiring it to do so.

18.4 Taaluma may terminate immediately upon written notice where the Mentor materially damages Taaluma's reputation; commits fraud or serious misconduct; materially breaches confidentiality; infringes intellectual property rights; materially breaches data protection obligations; provides materially false verification information; commits a serious or unlawful act connected with the Platform; or engages in conduct creating material legal or reputational risk for Taaluma.

18.5 Upon termination: Taaluma shall pay Revenue Share properly accrued and due up to the effective date, subject to Clause 6; the Mentor shall cease holding themselves out as an active Taaluma Mentor; the Mentor shall cease using Taaluma's confidential information; the Mentor shall return or securely destroy Confidential Information upon request; and the Mentor shall cease unauthorised use of Taaluma's name, logo and branding.

18.6 Termination shall not automatically require Taaluma to remove Content previously submitted or published. Subject to applicable law and the rights expressly reserved in this Agreement, Taaluma may continue to host, distribute, market and commercialise Content created for the Platform and owned by Taaluma.

18.7 Where Taaluma elects to continue commercialising Content following termination, the Mentor shall continue to receive the applicable Revenue Share on Net Revenue generated from such Content unless the Mentor's entitlement has been expressly terminated pursuant to this Agreement due to the Mentor's material breach, or the Parties agree otherwise in writing.

19. Taxes

The Mentor shall be solely responsible for all taxes, levies, duties, statutory contributions and other governmental obligations arising from payments received under this Agreement. Taaluma may deduct or withhold any amount required by applicable law. The Mentor shall indemnify Taaluma against liability arising from the Mentor's failure to comply with applicable tax obligations.

20. Force Majeure

Neither Party shall be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including natural disasters, governmental action, war, civil unrest, pandemics, strikes, cyberattacks, internet outages, telecommunications failures, infrastructure failures, or other events beyond reasonable control. The affected Party shall use reasonable efforts to mitigate the effect of the event.

21. Dispute Resolution

21.1 The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiations.

21.2 If a dispute remains unresolved for thirty (30) days, the Parties may, by mutual agreement, refer the dispute to mediation.

21.3 Where the dispute remains unresolved, it shall be finally resolved by arbitration in Nairobi, Kenya, in accordance with the Arbitration Act, 1995 of Kenya and the applicable rules of the Nairobi Centre for International Arbitration.

21.4 The arbitration shall be conducted by one arbitrator appointed in accordance with the applicable arbitration rules. The language of arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

21.5 Nothing prevents either Party from seeking urgent interim or conservatory relief from a court of competent jurisdiction where such relief is reasonably necessary to protect intellectual property, confidential information, data, assets or other rights pending resolution of the dispute.

22. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

23. Notices

Any notice under this Agreement shall be in writing and may be delivered by email, by courier, or by registered post, to the addresses set out in this Agreement or such other address as a Party may notify to the other. An email notice shall be deemed received when transmitted, provided that the sender does not receive a delivery failure notification.

24. Assignment

The Mentor shall not assign, transfer, subcontract or otherwise dispose of any rights or obligations under this Agreement without Taaluma's prior written consent. Taaluma may assign or transfer this Agreement to an affiliate, successor, purchaser of the Platform or other entity acquiring substantially all of the relevant business or assets, without requiring the Mentor's consent.

25. Severability

If any provision of this Agreement is held to be invalid, unlawful or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, where legally permissible, and the remaining provisions shall continue in full force and effect.

26. Waiver

Failure or delay by either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy. A waiver shall be effective only if given in writing.

27. Entire Agreement

This Agreement, together with the applicable Schedule and incorporated Taaluma Policies, constitutes the entire agreement between the Parties concerning the Mentor's engagement with Taaluma and supersedes prior discussions, representations and understandings relating to the subject matter.

28. Amendments

No amendment to this Agreement shall be effective unless made in writing and accepted by both Parties, except for amendments to Taaluma Policies permitted under this Agreement.

29. Counterparts and Electronic Signature

This Agreement may be executed electronically and in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. Electronic signatures and electronic acceptance mechanisms shall be valid to the fullest extent permitted by applicable law.

30. Survival

The following provisions shall survive termination or expiry of this Agreement to the extent applicable: Intellectual Property; Confidentiality; Data Protection; Platform Data; Non-Circumvention and applicable Non-Solicitation obligations; Professional Advice Disclaimer; Indemnity; Limitation of Liability; Revenue Share obligations accrued or continuing under this Agreement; Taxes; Dispute Resolution; Governing Law; and any provision which by its nature is intended to survive termination.

Schedule A — Mentor Commercial and Engagement Details

Commercial terms including mentor name, area(s) of expertise, mentor status, initial content commitment, revenue share percentage of Net Revenue, attribution methodology, payment method, currency, minimum payout threshold, editorial contact and special commercial terms are recorded in Schedule A as agreed on the Platform.

Schedule B — Mentor Registration Acknowledgement

By registering as a Mentor on the Taaluma Platform, the Mentor shall be required to acknowledge, where applicable: I agree to the Mentor Agreement; I agree to the applicable Revenue Share terms; I agree to the Content Ownership & Intellectual Property Policy; I agree to the Community Standards Policy. These electronic acknowledgements form part of the Mentor's acceptance of the contractual framework governing participation in the Taaluma Platform.

Schedule C — Content Submission Acknowledgement

Before uploading Content, the Mentor may be required to confirm: I own or have the necessary rights to this content; This content does not infringe any third-party intellectual property or other rights; I understand that Taaluma may review, reject, suspend or remove non-compliant content. These confirmations constitute representations and warranties under Clauses 4 and 13 of this Agreement.

Schedule D — Mentor Payout Acknowledgement

Before receiving payments through the Platform, the Mentor may be required to confirm: I confirm that my payment details are accurate; I understand that I am responsible for my applicable tax obligations.

Schedule E — Verified Mentor Declaration

The Mentor confirms: I certify that all information submitted to Taaluma in connection with my Mentor application and verification is true, accurate and not materially misleading. The Mentor agrees to notify Taaluma promptly of any material change affecting the accuracy of the information submitted.

Schedule F — Mentoring Disclaimer Acknowledgement

For audio, video, live mentoring, webinars and Q&A activities, the Mentor may be required to confirm: I understand that mentoring Content provided through Taaluma is educational and informational and is not, unless expressly authorised, regulated professional advice.

Mentor Verification Rules

Extracted from the Mentor Content & Contributor Agreement, clause 13 and Schedule E.

Accuracy of information

The Mentor warrants that all information submitted to Taaluma in connection with the Mentor's application, verification or participation is true, accurate and not materially misleading. This includes information relating to qualifications, professional experience, employment history, academic credentials, professional memberships, awards, publications, areas of expertise, and other information reasonably relevant to verification.

Continuing obligation

The Mentor shall promptly notify Taaluma of any material change that makes previously submitted information inaccurate or misleading.

Verified mentor declaration

The Mentor confirms: I certify that all information submitted to Taaluma in connection with my Mentor application and verification is true, accurate and not materially misleading.

Providing materially false verification information is grounds for immediate termination of the Mentor Agreement.

Mentoring Disclaimer Extracted from the Mentor Content & Contributor Agreement, clause 14 and Schedule F, and the Taaluma Africa Terms and Conditions, clause 10.

Educational purpose All Content, courses, strategic blueprints, mentoring sessions, webinars, Q&A sessions, audio recordings, video recordings and other materials provided through the Platform are intended primarily for educational and informational purposes.

No regulated professional advice Unless expressly agreed in writing by Taaluma, neither Taaluma nor the Mentor provides regulated professional advice through the Platform. This includes, without limitation, legal advice; medical advice; financial or investment advice; tax advice; accounting advice; immigration advice; psychological or therapeutic advice; or other regulated professional services.

Taaluma provides career-development tools, educational resources and mentoring for informational and educational purposes. Such material does not constitute regulated professional advice. Users remain responsible for obtaining independent professional advice where appropriate.

No professional relationship Participation in the Platform or a mentoring session does not, by itself, create an advocate-client, doctor-patient, accountant-client, investment adviser-client, therapist-client or other regulated professional relationship.

Acknowledgement For audio, video, live mentoring, webinars and Q&A activities: I understand that mentoring Content provided through Taaluma is educational and informational and is not, unless expressly authorised, regulated professional advice.

Taaluma Africa Privacy Policy

This Privacy Policy is assembled from the privacy and data-protection clauses in the Taaluma Africa Terms and Conditions, Institutional Access Terms, and Mentor Content & Contributor Agreement (the client source documents supplied). It should be read with those documents.

1. How personal information is handled

Taaluma processes personal information in accordance with this Privacy Policy and applicable data-protection laws, including the Kenya Data Protection Act, 2019. Use of cookies and similar technologies is governed by the Cookie Policy.

Personal information collected in connection with institutional registration and use of the Platform will be handled in accordance with this Privacy Policy and applicable data-protection requirements. The Privacy Policy describes the categories of information collected, purposes of processing, sharing with service providers, retention, user rights and international transfers.

2. Mentor and platform-user data

The Mentor shall comply with all applicable data protection and privacy laws, including the Data Protection Act, 2019 of Kenya, to the extent applicable.

The Mentor shall not collect, retain, copy, disclose, transfer or use Platform User information except as expressly authorised by Taaluma.

The Mentor shall immediately notify Taaluma upon becoming aware of any actual or suspected unauthorised access, disclosure, loss or misuse of Platform User information.

All Platform User information, databases, analytics, engagement statistics, subscriber information, conversion data, behavioural data, platform metrics and business intelligence generated through the Platform shall remain the property of Taaluma, subject to applicable data protection laws.

3. Account and contact use

By submitting the contact form you consent to being contacted regarding your enquiry. Newsletter and promotional communications are optional and are not a condition of using the Platform.

4. Contact

Taaluma Africa; 149 Water Front Gardens, Loresho, Waiyaki Way; P.O. Box 19499-00100, Nairobi, Kenya; Phone: +254724409796.

Taaluma Africa Refund & Cancellation Policy

Extracted from the Taaluma Africa Terms and Conditions (September 2026), clause 8.

Refunds and Cancellations

Digital products are generally non-refundable once downloaded or accessed, subject to applicable law and this Refund & Cancellation Policy. Where a genuine technical problem prevents access, Taaluma may provide technical assistance, replacement access or, where appropriate, a refund in accordance with this Policy.

Payments

Prices will be displayed in the applicable currency before purchase. Payment is required before access to digital products unless otherwise stated. Payments may be processed through third-party providers and may be subject to their terms.

Revenue Share Terms

Extracted from the Mentor Content & Contributor Agreement, clause 6 and Schedule A.

Revenue share

Subject to the Mentor Agreement, the Mentor shall receive the percentage of Net Revenue generated from the Mentor's published Content recorded in Schedule A.

“Net Revenue” means gross amounts actually received and retained by Taaluma from users or third parties that are directly attributable to the Mentor's Content, less payment processing and transaction fees, refunds, chargebacks, applicable taxes, discounts, vouchers and credits, promotional amounts, scholarships and complimentary access, and other reasonable deductions directly attributable to the relevant transaction.

No guaranteed payment

Unless expressly stated otherwise in Schedule A, the Mentor shall not receive a retainer, a salary, a guaranteed minimum payment, or any other fixed compensation. Compensation is contingent upon actual Net Revenue.

Attribution, statements and payment

Where Content is bundled, included within a subscription, accessed as part of a larger programme, co-created, or otherwise not capable of direct attribution, Taaluma may reasonably apportion Net Revenue using an appropriate methodology.

Taaluma shall provide a statement of Net Revenue and Revenue Share within fifteen (15) days following the end of each calendar quarter. Amounts due shall be paid within thirty (30) days after issuance of the relevant statement, subject to the minimum payout threshold in Schedule A. Amounts below the minimum payout threshold may be carried forward.

Excluded revenue

No Revenue Share shall be payable on free trials, complimentary access, scholarships, promotional access, vouchers, credits, refunded transactions, chargebacks, or amounts not actually received and retained by Taaluma.

Taxes

The Mentor shall be solely responsible for all taxes, levies, duties, statutory contributions and other governmental obligations arising from payments received under the Mentor Agreement. Taaluma may deduct or withhold any amount required by applicable law.

Taaluma Africa Terms and Conditions

Last Updated: September 2026

1. Introduction

These Terms and Conditions (“Terms”) govern your access to and use of Taaluma Africa, including its website, digital products, career-development resources, mentorship services, institutional services and related features (collectively, the “Platform”).

By accessing, registering for, purchasing from or otherwise using the Platform, you agree to be bound by these Terms and the policies incorporated by reference. If you do not agree, please do not use the Platform.

Service Provider: Taaluma Africa; 149 Water Front Gardens, Loresho, Waiyaki Way; P.O. Box 19499-00100, Nairobi, Kenya; Phone: +254724409796.

2. Services

2.1 Current Services. Taaluma Africa currently provides the Taaluma Digital Workbook, available globally.

2.2 Future Services. Taaluma may introduce the Taaluma Hub mentorship platform and the Taaluma Digital Vision Board. These services may initially be restricted to Kenya and/or selected African countries.

2.3 Changes to Services. Taaluma may add, modify, suspend or discontinue features or services. Where practicable, material changes affecting an existing paid service will be communicated in advance.

3. Eligibility and Registration

3.1 You must be at least thirteen (13) years old to use the Platform.

3.2 Users below eighteen (18) years must obtain parental or guardian consent where required.

3.3 You must provide accurate, current and complete information and must not misrepresent your identity, qualifications, credentials, experience or eligibility.

3.4 You are responsible for maintaining the confidentiality of your account credentials and for activity conducted through your account.

4. User Responsibilities and Conduct

You agree to use the Platform lawfully, honestly and respectfully. You must not:

• misrepresent your identity or credentials;
• harass, bully, threaten or abuse another person;
• upload harmful, illegal, offensive, defamatory or infringing material;
• violate another person's privacy or intellectual property rights;
• use the Platform for fraud or unlawful activity; or
• interfere with the safety, security or proper functioning of the Platform.

5. Acceptable Use

You must not:

• attempt unauthorised access;
• introduce viruses, malware or harmful code;
• send spam or phishing communications;
• impersonate another person or entity;
• collect or use another user's personal information without lawful authority or consent;
• circumvent access, authentication or payment controls;
• scrape or systematically extract Platform content or data without written authorisation; or
• reproduce, resell, redistribute or commercially exploit Platform materials except as expressly permitted.

6. User Content and Intellectual Property

6.1 You retain ownership of original content that you create and submit to the Platform, subject to rights granted to Taaluma under these Terms or a separate agreement.

6.2 By submitting content, you grant Taaluma a non-exclusive licence to host, store, display and distribute it to the extent reasonably necessary to operate, provide, secure and improve the Platform.

6.3 You represent that you own the content or have obtained all necessary rights and permissions.

6.4 Taaluma owns its Platform design, software, branding, proprietary content and other intellectual property belonging to or licensed to Taaluma. Except as expressly permitted, you may not reproduce, modify, distribute, publish, resell or commercially exploit it.

6.5 Mentor-created content is governed by the applicable Mentor Content & Contributor Agreement and Content Ownership & Intellectual Property Policy.

7. Digital Products and Payment

7.1 Prices will be displayed in the applicable currency before purchase.

7.2 Payment is required before access to digital products unless otherwise stated.

7.3 You are responsible for accurate payment and billing information.

7.4 Payments may be processed through third-party providers and may be subject to their terms.

7.5 Taaluma may change prices, promotions or offers with reasonable notice where practicable.

8. Refunds and Cancellations

Digital products are generally non-refundable once downloaded or accessed, subject to applicable law and the Taaluma Refund & Cancellation Policy. Where a genuine technical problem prevents access, Taaluma may provide technical assistance, replacement access or, where appropriate, a refund in accordance with that Policy.

9. Future Mentorship Services

9.1 When Taaluma Hub launches, mentors and mentees may use the same Platform account, subject to eligibility and applicable terms.

9.2 Mentors may set their own rates, subject to Taaluma's platform arrangements.

9.3 Platform fees may apply to mentorship transactions.

9.4 Separate terms may govern mentor-mentee relationships.

9.5 Mentor participation, mentor content, revenue share and related obligations are governed by the applicable Mentor Content & Contributor Agreement and mentor policies.

10. Career Guidance and Professional Advice

Taaluma provides career-development tools, educational resources and mentoring for informational and educational purposes. Such material does not constitute regulated professional advice. Unless expressly authorised in writing and lawfully provided within the relevant professional framework, Taaluma does not provide legal, medical, financial or investment, tax, accounting, immigration, psychological, therapeutic or other regulated professional advice. Users remain responsible for obtaining independent professional advice where appropriate.

11. Community Standards and Moderation

Users must comply with the Taaluma Community Standards Policy. Taaluma may review, moderate, edit, restrict, remove or disable access to content or accounts where it reasonably considers that a user has breached these Terms or applicable policies, or where action is necessary to protect users, the Platform or Taaluma's legal or reputational interests.

12. Privacy and Data Protection

Taaluma processes personal information in accordance with its Privacy Policy and applicable data-protection laws, including the Kenya Data Protection Act, 2019. Use of cookies and similar technologies is governed by the Cookie Policy.

13. Third-Party Services

The Platform may use or link to third-party services, including payment, hosting, analytics and communications providers. Taaluma is not responsible for services that it does not control. Third-party services may have separate terms and privacy policies.

14. Disclaimers

14.1 The Platform and services are provided on an “as available” basis to the extent permitted by law.

14.2 Taaluma does not warrant that the Platform will be uninterrupted, error-free, secure or free from harmful components.

14.3 Taaluma does not guarantee employment, promotion, income, admission, investment returns, business success or any particular outcome.

14.4 Platform information and tools are not a substitute for independent professional judgment or advice where required.

15. Limitation of Liability

15.1 To the fullest extent permitted by law, Taaluma will not be liable for indirect, incidental, special, punitive or consequential loss arising from or connected with use of the Platform.

15.2 Subject to applicable law, Taaluma's aggregate liability arising from a paid service will not exceed the amount actually paid by the affected user for that service.

15.3 Nothing excludes or limits liability that cannot lawfully be excluded or limited.

16. Suspension and Termination

Taaluma may suspend or terminate an account or access because of breach of these Terms or applicable policies, fraudulent or deceptive activity, behaviour harmful to the community, non-payment, security or technical concerns, or legal or regulatory requirements. Termination does not affect accrued rights or provisions which by their nature should continue.

17. Dispute Resolution

17.1 The parties shall first attempt in good faith to resolve any dispute arising from or relating to these Terms.

17.2 Where appropriate, the parties shall attempt mediation before commencing litigation.

17.3 Any dispute not resolved through good-faith efforts or mediation may be referred to the competent courts in Nairobi, Kenya, subject to mandatory rights or remedies.

18. Governing Law

These Terms are governed by and shall be interpreted in accordance with the laws of the Republic of Kenya.

19. Changes to These Terms

Taaluma may update these Terms to reflect changes to the Platform, services, technology, business arrangements or applicable law. Material changes will ordinarily be communicated through email, Platform notification or another reasonable method, with thirty (30) days' notice where practicable.

20. Policies Incorporated by Reference

The following policies form part of Taaluma's legal framework where relevant: Privacy Policy; Cookie Policy; Refund & Cancellation Policy; Content Ownership & Intellectual Property Policy; Community Standards Policy; Mentoring Disclaimer; Institutional Access Terms; Mentor Verification Rules; and the Mentor Content & Contributor Agreement and applicable Revenue Share Terms. Where a specific written agreement expressly governs a particular service or relationship and conflicts with these Terms, that specific agreement will prevail to the extent of the inconsistency.

21. Contact

Taaluma Africa; 149 Water Front Gardens, Loresho, Waiyaki Way; P.O. Box 19499-00100, Nairobi, Kenya; Phone: +254724409796.