Brave Career (referred to here as “we”, “our” and “Brave Career”) is an online platform that helps talents achieve their career goals. Our services and professional network may be accessed by users (referred to here as “you”, “your”, “Mentee” and “Candidate”) interested in receiving project experience and/or career coaching from industry professionals in exchange for a share of their future earnings.

A. Definitions

1. "Free Trial Duration" is The number of days after the ISA Program Start Date

2. “Income Share Percentage” (“ISA Program Fee”) is the percentage of the Candidate's pre-tax salary that shall be owed to Brave Career as compensation for Brave Career's involvement in an ISA Program relationship with the Candidate.

3. "Repayment Period" is the first 12 months of the Candidate's employment in an Eligible Role, landed within the ISA Program Period. During this period, the Candidate will pay Brave Career the agreed-upon Income Share Percentage of their pre-tax salary, including transaction fees and applicable taxes.

4. “Minimum Income Threshold” is 35,000 USD. In all other cases, the Minimum Income Threshold shall mean 35,000 USD and be calculated using an exchange rate to be determined at the current exchange rate.

5. “Overdue Rate” is a compounding monthly rate of 6%.

6. "Eligible Role" refers to a position that involves utilizing one or more skills that the Candidate has learned or applied during the ISA Program. This includes but is not limited to, natural language processing, machine learning, data analysis, data processing, data science, data engineering, data manipulation, software engineering, data visualization, research, problem-solving, or deployment. Generally, roles that involve knowledge-based activities qualify as Eligible Roles under this Agreement. Examples of ineligible roles are Barista, Driver, Receptionist, Cashier, etc. Brave Career reserves the right to determine the eligibility of a role at its sole discretion.

7. "Global Application": The Income Share Agreement (ISA) terms apply globally to any employment the Mentee secures. Within North America, the standard ISA percentage applies. For positions outside North America in regions with substantially different economic conditions, a flat fee of USD 5,000 replaces the percentage-based ISA to ensure fairness and adaptability to local economic contexts.

B. Engagement with Brave Career

1. The ISA Program Fee will be divided into twelve equal monthly instalments, starting from the Candidate's first day of qualifying contract or employment. Each instalment is due every month on the anniversary of the Candidate's start date unless a different arrangement is agreed upon in writing by both Brave Career and the Candidate. Payments should be made within one month from each due date.

2. Brave Career utilizes Stripe (Stripe, Inc.) as its primary and default payment collection method, ensuring a secure and industry-standard transaction process. After the initial deposit or the first repayment, subsequent payments will be automatically charged to the card on file unless otherwise specified by the Candidate.

3. If the Candidate fails to pay any instalment, or any fraction of any instalment of the ISA Program Fee within seven (7) days after it is due, interest shall accrue on the overdue amount, from the date overdue until the date paid, at the Overdue Rate.

4. Candidate hereby agrees to submit evidence of employment salary to Brave Career, within one month of hire. The forms acceptable to Brave Career include but are not limited to, signed employment agreements, employer pay stubs, and T4 slips (collectively, "Proof of Salary ''). Unless otherwise specified in writing between Brave Career and Candidate, in the event that Candidate fails to provide Proof of Salary within 30 days, Candidate agrees that Brave Career, in its sole discretion, may determine the ISA Program Fee. 

5. Candidate hereby agrees that, at Brave Career's request, Candidate shall make available to Brave Career Candidate's Proof of Salary from the beginning of the ISA Program Period, to up to three (3) years following the end of the ISA Program Period, which may be used by Brave Career as evidence of Candidate's employment status for the purpose of enforcing this Agreement.

6. Brave Career and the Candidate may mutually agree to defer the ISA Program Fee payment until a certain milestone, such as a promotion or pay raise, is achieved. In this case, the ISA Program Fee will be based on the Candidate's pre-tax salary at the time of deferred payment. If there's a salary increase before the deferred payment date, the new, higher salary will be used to calculate the owed ISA Program Fee.

7. If the Candidate is employed in a temporary (less than a year) Eligible Role such as a contractor, intern, or co-op position, the ISA Program Fee will be calculated based on the annualized equivalent of the Candidate's salary from this role.

8. If the Candidate loses their full-time job during the Repayment Period after being employed in an Eligible Role, no ISA Program Fee is due for the period of unemployment. If the Candidate finds employment in an Eligible Role later, the collection ISA Program Fee resumes. The ISA Program Fee calculation is based on the pre-tax salary of each applicable job for a total of 12 months.

9. Brave Career reserves the right to undertake legal action to collect the due amount.

C. Confidentiality and intellectual property

Please note that the obligations outlined in this section extend beyond the duration of the ISA Program period. Both parties are expected to adhere to these terms even after the ISA Program has concluded.

1. Protection. Both parties agree to protect the Confidential Information of the other party. For purposes of this Agreement, “Confidential Information” means all data and information that is disclosed to the other party during their relationship including, without limitation, documents, components, parts, information, drawings, data, sketches, plans, programs, specifications, techniques, processes, software, algorithms, inventions and other materials, both written and oral, of a secret, confidential or proprietary nature, including, without limitation, any and all information relating to business models or practices, marketing, finance, forecasts, invention, research, design or development of information systems and any supportive or incidental subsystems, and any and all subject matter claimed in or disclosed by any patent application in preparation, prepared or filed by or on behalf of the disclosing party, in any jurisdiction, and any amendments or supplements thereto.

2. Ownership. Unless otherwise agreed upon in writing between Candidate and Brave Career, all rights, titles, and interests in the work produced by the Candidate using all data and information that is provided by Brave Career and its partners, including all copyright and intellectual property rights, shall not belong to the Candidate.

3. Third-party IP. The Candidate agrees that, in the course of the ISA Program, neither Brave Career shall be required to disclose any trade secrets, know-how, Confidential Information, or other intellectual property that Brave Career may have acquired from or developed for a third party ("Third-Party IP").

4. Injunctive relief. In the event of a breach, or threatened breach, of any of the foregoing provisions, each Party recognizes that the harm suffered by the other Party may not be compensable by monetary damages alone and, accordingly, that the other Party shall, in addition to other available legal or equitable remedies, be entitled to seek a preliminary and permanent injunctive and other equitable relief to prevent, discontinue, and/or restrain against such breach or threatened breach. Each Party further undertakes to notify the other Party of any breach of the foregoing provisions as soon as such Party is made aware of any such breach.

5. Notification of breach If there is any actual or threatened unauthorized access to, disclosure or loss of, or inability to account for, any Confidential Information of the Disclosing Party, the Receiving Party will: (i) promptly, but in any event within 5 days after becoming aware of it, notify the Disclosing Party; (ii) take such actions as may be necessary or as may be requested by the Disclosing Party, acting reasonably, to prevent any further disclosure or loss and to minimize the consequences of such disclosure or loss; and (iii) cooperate in all reasonable respects with the Disclosing Party to minimize the impact of the disclosure or loss and any damage resulting therefrom.

6. Return of information. Upon the Disclosing Party’s written request, the Receiving Party will make commercially reasonable efforts to promptly return or destroy all tangible and electronic material, in any form, embodying the Confidential Information of the Disclosing Party. In carrying out any destruction, the Receiving Party will protect Confidential Information in accordance with the terms of this Agreement. The obligations set out in this Section shall not apply to such Confidential Information that the Receiving Party is obligated to retain as a result of legal or regulatory requirements for any other such reason. In addition to the foregoing, either party may retain data or electronic records containing the Confidential Information solely for the purposes of permitting it to satisfy its bona fide record retention obligations or enterprise policies.



D. Independent relationship

Neither Brave Career nor Candidate is agent of the other, and neither is authorized to make any representation, contract, or commitment on behalf of the other party.

E. Compliance with laws

Candidate shall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, provincial, municipal, and local governing bodies having jurisdiction over the engagement of Brave Career, the work produced by Candidate(s), or any part thereof.

The work produced by Candidate(s) and related information may be subject to export and import restrictions. Candidates shall comply with any laws that may impact their right to export, import, or use the work and related information (including, without limitation, the United States and Canadian export laws). Neither party shall use the work or related information for any purposes prohibited by applicable laws.

F. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, Brave Career (INCLUDING ITS AFFILIATES, SUBCONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, DIRECTORS, AND/OR EMPLOYEES) MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES OR CONDITIONS OF ANY KIND IN RELATION TO THE SERVICES, OR ANY SERVICES PERFORMED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, CUSTOM OF DEALING, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

BRAVE CAREER SHALL HAVE NO LIABILITY FOR ANY ACTIONS OR OMISSIONS, WITHOUT LIMITATION, INCLUDING NEGLIGENCE, CAUSED BY ANY MENTORS AND CONTRACTORS OF BRAVE CAREER.

G. Limitation of liability

Except for the Parties’ confidentiality obligations in Section D, neither party will be liable to the other party for any incidental, consequential, indirect, special, punitive, or exemplary damages, including damages for loss of business, loss of profits, or the like, arising out of or relating to the present Agreement, such party’s performance

hereunder, the use or inability to use any services or work product, or any interruption to or disruption of the foregoing, even if a party has been advised of the possibility of such damages and regardless of the cause of action.

H. Indemnity

Each Party shall indemnify, defend, and hold harmless the other against any claims and costs awarded by a court of competent jurisdiction (including reasonable attorney’s fees) arising out of or relating to any claim of infringement of a third party’s intellectual property rights, provided that: (a) the indemnified party gives the indemnifying party prompt notice in writing of each claim received by the indemnified party, (b) the indemnified party gives the indemnifying party the right to control and direct the investigation, defense, and settlement of each claim, and (c) the indemnified party has not compromised or settled the claim.

I. General provisions

The present Agreement will be subject to the following general provisions:

1. Governing Law. This Agreement is made under and shall be construed according to the laws in effect in the Province of Ontario, Canada, and the parties agree to submit to the exclusive jurisdiction of any Ontario court in any action or proceeding arising out of or related to this Agreement.

2. Severability. In case anyone or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

3. Warranties. Each party represents and warrants that (a) it has full power, right, and authority to enter into this Agreement, to carry out its obligations under this Agreement, and to grant the rights granted herein; and (b) it has not granted any rights to any third party which conflict with the rights granted herein.

4. Term. This Agreement shall enter into effect at the date on which it is executed by both Brave Career and the Candidate (the “Effective Date”) and shall continue until any and all payments required to pay in accordance with the agreement have been paid (the “Term”).”

5. Termination. Either party may terminate the present Agreement at any time, provided that no ISA Program Periods associated with the Candidate are outstanding at the time of such termination. The following provisions shall survive termination of this Agreement for a period of five (5) years: Section D. Upon termination of this Agreement, the Candidate agrees to continue payments of all ISA Program Fees due or accrued under this Agreement as of the date of such termination according to the payment schedule of Section C.

6. Assignment. Neither party shall have the right to assign this Agreement to another party without the other party's written consent, except that Brave Career may, upon written notice to Candidate (and without Candidate's consent) assign this Agreement in its entirety to a parent company, any subsidiary of a parent company, or an assignee in connection with a corporate reorganization, acquisition, merger, or sale of substantially all of its assets; provided that the assignee agrees in writing to be bound by all of the terms and conditions of this Agreement. Notwithstanding the preceding Brave Career may at its sole and exclusive discretion assign this Agreement to a collection service or other third party for the purpose of collecting repayments from the Candidate. The Candidate understands that such a third party may need to contact the Candidate by email, phone, SMS, in person, or via any other means, without limitation except as provided for by applicable laws.

7. Waiver. No waiver by Brave Career or Candidate with respect to any breach of this Agreement shall be construed to be, imply or suggest a waiver with respect to any preceding or succeeding breach of this or any other Agreement between Brave Career and Candidate. No waiver by Brave Career or Candidate of any right under this Agreement shall be construed as a waiver of any other right. Neither Brave Career nor Candidate shall be required to give the notice to enforce strict adherence to all terms of this Agreement.

8. Signature. The parties agree that the present Agreement may be signed by manual, facsimile, or digital signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

9. Entire Agreement. This Agreement is the final, complete and exclusive agreement between Brave Career and the Candidate. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless agreed to in writing and signed by both parties. The terms of this Agreement shall govern all interactions between Brave Career and the Candidate.