1. Introduction and application

1.1 Scope

This US Terms Addendum (the "US Addendum") applies to all Users located in, resident in, or accessing the GradSearch Platform from any state or territory of the United States of America (each, a "US User").

1.2 Hierarchy

This US Addendum supplements and, where it conflicts with the main GradSearch Terms and Conditions (the "Master Terms"), supersedes the Master Terms. In the event of any inconsistency, the provisions of this US Addendum shall control for US Users. All capitalized terms used but not defined herein shall have the meanings set forth in the Master Terms.

1.3 Applicability

Except as expressly modified by this US Addendum, all other provisions of the Master Terms remain in full force and effect and apply to US Users. This US Addendum does not affect the rights or obligations of non-US Users, whose use is governed exclusively by the Master Terms.

2.​Governing law and dispute resolution

2.1 Governing Law

For US Users, these Terms, including the Master Terms and this US Addendum, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. However, you acknowledge that certain consumer protection rights, warranty provisions, and employment-related statutes may be mandatory in your state of residence and shall apply notwithstanding this choice of law.

2.2 Informal Resolution

Before initiating formal proceedings, you agree to first attempt to resolve any dispute informally by sending a written notice to GradSearch at support@gradsearch.com describing the nature of the dispute, the relief sought, and your proposed resolution. GradSearch will respond within thirty (30) days and the parties will attempt good-faith negotiation for sixty (60) days.

2.3 Binding Arbitration

2.3.1 Except as provided in Section 2.4 below, any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your use of the Services (including but not limited to contract, tort, strict liability, and statutory claims) shall be finally resolved by binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. ("JAMS") in accordance with its Comprehensive Arbitration Rules & Procedures then in effect.

2.3.2 The arbitration shall be conducted by a single, neutral arbitrator with experience in commercial or technology disputes. The arbitrator shall issue a written decision stating findings of fact and conclusions of law.

2.3.3 The arbitration shall be conducted in English via videoconference or other remote means. The seat of arbitration shall be the State of Delaware, or such other location as the parties may mutually agree.

2.3.4 Each party shall bear its own attorney's fees and costs unless the arbitrator awards fees and costs to the prevailing party in accordance with applicable law.

2.3.5 The arbitrator may award any remedy that would be available in court under applicable law, including injunctive relief and attorneys' fees where authorized by law.

2.4 Exceptions to Arbitration

Notwithstanding Section 2.3, the following matters are not subject to arbitration:

2.4.1 Small claims brought in a small claims court in your county or state of residence, provided the claim does not exceed the jurisdictional limit of that court;

2.4.2 Any claim for intellectual property infringement (including patent, copyright, or trademark infringement) may be brought in federal court;

2.4.3 Any claim for breach of confidentiality or misappropriation of trade secrets may be brought in a court of competent jurisdiction;

2.4.4 Either party may seek preliminary injunctive or other equitable relief from a court of law to prevent irreparable harm or to enforce confidentiality obligations, without waiving the right to arbitration of underlying claims.

2.5 Opt-Out Right

You may opt out of the arbitration agreement by sending written notice to GradSearch at support@gradsearch.com within thirty (30) days of first accepting this US Addendum, stating your name, email address, and clear statement that you wish to opt out of arbitration. If you opt out, all other terms of the Master Terms and this US Addendum continue to apply, and any disputes shall be resolved in the state or federal courts located in the State of Delaware.

2.6 Class Action Waiver

To the fullest extent permitted by law, you agree that arbitration shall be conducted on an individual basis only, and not as a class, consolidated, or representative action. You waive any right to participate in a class action, class arbitration, or consolidated proceeding against GradSearch. If a court determines that this class action waiver is unenforceable, then any class action must proceed in court and not in arbitration.

3.​Warranties and disclaimers

3.1 Limited Warranty Acknowledgment

GradSearch acknowledges that certain statutory warranties implied under the Uniform Commercial Code and state consumer protection laws cannot be fully disclaimed. Accordingly, for US Users:

3.1.1 The Platform is provided on an "AS IS" and "AS AVAILABLE" basis, subject to the limitations set forth in this Section 3.

3.1.2 GradSearch disclaims all express warranties and, to the maximum extent permitted by applicable law, all implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

3.1.3 GradSearch does not warrant that:

• The Platform will be uninterrupted, error-free, or secure;

• Any defects or errors will be corrected;

• The Platform or server are free of viruses or other harmful code;

• The results obtained from the Platform will meet your expectations.

3.2 Mentor Conduct and Qualifications

3.2.1 While GradSearch does not vet or guarantee the qualifications or conduct of Mentors, GradSearch does exercise reasonable care in removing Mentors who engage in fraud, illegal conduct, or material breaches of these terms and conditions. GradSearch's failure to perfect such vetting does not eliminate GradSearch's limited duty of reasonable care in response to reported misconduct.

3.2.2 Candidates are encouraged to report any Mentor misconduct, inappropriate behavior, breach of confidentiality, or other serious concerns to GradSearch via the in-Platform reporting tools or at support@gradsearch.com. GradSearch will review such reports in good faith and may, in its sole discretion, investigate, suspend, or remove Mentors where warranted by the circumstances.

3.2.3 You are encouraged to independently assess Mentor qualifications, experience, and reviews before purchasing a Mentorship Meeting.

3.3 Compatibility Score Clarification

The Compatibility Score is generated by an automated algorithm and is provided for guidance only. By using the Compatibility Score, you acknowledge that:

• The score is not guaranteed to be an accurate reflection of actual compatibility;

• You should independently evaluate Mentor credentials and fit before purchase;

• GradSearch will correct material data errors that generate inaccurate scores if reported within a reasonable amount of time.

4.​Limitation of liability

4.1 Cap on Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF GRADSEARCH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM, THE SERVICES, OR THESE TERMS (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT OF FEES PAID BY YOU TO GRADSEARCH IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE THOUSAND UNITED STATES DOLLARS (USD 1,000).

4.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRADSEARCH SHALL NOT BE LIABLE FOR:

4.2.1 Any indirect, incidental, special, consequential, or punitive damages;

4.2.2 Loss of profits, revenue, data, or business opportunities;

4.2.3 Damages arising from your inability to use the Platform;

4.2.4 Damages arising from User interactions or relationships formed through the Platform (except as provided in Section 4.3 below).

4.3 Exceptions to Limitation

The limitations in Section 4.1 and 4.2 do not apply to:

4.3.1 Your indemnification obligations under Section 5 of this US Addendum;

4.3.2 Claims arising from GradSearch's gross negligence, willful misconduct, or fraud;

4.3.3 Claims arising from GradSearch's infringement, misappropriation, or violation of your intellectual property rights;

4.3.4 Claims for breach of confidentiality or violation of privacy rights, up to the amount in Section 4.1;

4.3.5 Any liability that cannot be excluded or limited under applicable consumer protection or state law;

4.3.6 Your payment obligations under these Terms.

4.4 Acknowledgment

You acknowledge that GradSearch has set its prices and agreed to the terms of the Master Terms and this US Addendum in reliance upon the limitations of liability set forth herein, and that these limitations are a material inducement to GradSearch to enter into this agreement.

5.​Indemnification

5.1 Your Indemnification Obligations

You agree to indemnify, defend (at GradSearch's option, with counsel reasonably acceptable to GradSearch), and hold harmless GradSearch L.L.C-FZ, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with:

5.1.1 Your breach of these Terms or any other agreement with GradSearch;

5.1.2 Your violation of any applicable law or regulation;

5.1.3 Your infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other rights of any third party;

5.1.4 Any content, data, information, or materials you submit, upload, or make available through the Platform; and

5.1.5 Your interactions or relationships with other Users arising from the Platform, to the extent such claims do not arise from the gross negligence or willful misconduct of GradSearch.

5.2 Excluded Claims

You shall have no obligation to indemnify GradSearch for claims to the extent they result from:

5.2.1 Gross negligence, willful misconduct, or material breach of these Terms by GradSearch or any GradSearch Party;

5.2.2 GradSearch's failure to investigate or act upon reported misconduct after reasonable notice;

5.2.3 GradSearch's unauthorized modification or disclosure of your information.

5.3 Process

GradSearch will:

5.3.1 Promptly notify you of any third-party claim subject to indemnification (provided that failure to provide prompt notice shall not relieve you of your indemnification obligations except to the extent you are materially prejudiced by the delay);

5.3.2 Permit you to control the defense and settlement of the claim, provided you may not settle in a manner that admits fault by GradSearch or imposes non-monetary obligations on GradSearch without GradSearch's prior written consent;

5.3.3 Reasonably cooperate with you in the defense at your expense.

5.4 Cap

Your aggregate indemnification obligations under this Section 5 shall not exceed the greater of (i) the total fees paid by you in the six (6) months immediately preceding the claim, or (ii) USD 1,000, except for claims arising from your infringement or misappropriation of a third party's intellectual property rights, for which no monetary cap applies.

6.​Changes to these terms

6.1 Non-Material Changes

GradSearch may make non-material, administrative, or clarificatory changes to these Terms (including the Master Terms and this US Addendum) without prior notice. Such changes include corrections of typographical errors, updates to contact details, or re-ordering of clauses without substantive effect on your rights or obligations. Such changes will be effective upon posting on the Platform.

6.2 Material Changes

6.2.1 Material changes—including changes to (i) payment terms or pricing structures, (ii) limitations of liability, indemnification, or dispute resolution provisions, or (iii) core user rights or obligations—will be communicated to you with at least thirty (30) days' prior notice by email, in-Platform notification, or other reasonable means.

6.2.2 For any such material change, GradSearch will require you to affirmatively accept the changes by ticking a checkbox, clicking "I Agree", or taking a similar clear action within the Platform. Mere continued use of the Platform without such affirmative acceptance will not constitute acceptance of material changes.

6.2.3 Your continued use of the Platform after (a) the expiry of the thirty (30) day notice period and (b) your completion of the required affirmative acceptance step will constitute your agreement to the modified Terms.

6.3 Right to Terminate

If you do not accept a material change to these Terms, you may terminate your account and cease using the Platform at any time during the thirty (30) day notice period without penalty. Any prepaid subscription fees will be prorated and refunded for the unused portion in accordance with Section 6.4 of the Master Terms.

7.​Termination

7.1 Termination by You

You may terminate your account at any time by contacting GradSearch or using account deletion features available on the Platform. Upon termination, your right to access the Platform ceases immediately. Outstanding payment obligations remain due.

7.2 Termination by GradSearch

GradSearch may suspend or terminate your account for material breach of these Terms, fraud, illegal conduct, or safety risks. Except in cases of imminent safety risk or illegal conduct, GradSearch will provide you with ten (10) business days' written notice and an opportunity to cure any breach before termination becomes effective.

7.3 Effect of Termination

Upon termination:

7.3.1 Your right to access the Platform ceases immediately;

7.3.2 GradSearch may delete your account and associated data, or retain it in a private, secured manner for up to ten (10) years as required by law or for fraud investigation;

7.3.3 Outstanding payment obligations remain due;

7.3.4 Sections of these Terms that by their nature should survive termination (including indemnification, limitation of liability, dispute resolution, and confidentiality) shall remain in effect.

7.4 Prepaid Fees

If you are a Mentor with a prepaid Subscription and GradSearch terminates your account without cause (other than material breach), GradSearch will prorate and refund any prepaid fees for the unused portion of the billing period.

8.​Mentor classification and tax

8.1 Independent Contractor Status

For clarity, Mentors who use the Platform are independent contractors and are not employees of GradSearch. Mentors are not entitled to employee benefits, workers' compensation, unemployment insurance, or other statutory protections afforded to employees.

8.2 No Mandatory Hours or Exclusivity

Mentors are not required to maintain any minimum availability or hours. GradSearch does not prohibit Mentors from providing mentorship services outside the Platform or for competing platforms.

8.3 Tax Obligations

Mentors are solely responsible for all federal, state, and local income tax withholding, self-employment taxes, and other tax obligations arising from compensation received through the Platform. GradSearch will issue a Form 1099-NEC (or equivalent) to Mentors whose compensation exceeds applicable reporting thresholds. Mentors are encouraged to consult with a tax professional regarding their tax obligations.

9.​Us-specific conduct and legal compliance

9.1 Compliance with US Law

All Users agree to comply with applicable federal, state, and local laws, including laws regarding online communications, cybersecurity, anti-discrimination, anti-fraud, and consumer protection.

9.2 Mentor Compliance

Mentors warrant that they are legally entitled to provide mentorship services within the United States and shall comply with all applicable professional licensing, credentialing, and ethical standards in their jurisdiction. Mentors are responsible for disclosing any relevant professional limitations or restrictions.

9.3 Employer Compliance

Employers warrant that all job postings are compliant with all applicable federal, state, and local employment laws, including but not limited to the Fair Labor Standards Act (FLSA), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), the Fair Credit Reporting Act (FCRA), and any applicable state employment laws. Employers shall not engage in discrimination, harassment, or fraudulent recruiting practices.

9.4 Data Processing and Privacy Laws

GradSearch will comply with the California Consumer Privacy Act (CCPA) and such other state privacy laws as may apply to US Users. See the GradSearch US Privacy Addendum for additional disclosures regarding US Users' privacy rights.

10. Contact information for US users

For questions, concerns, or notices regarding this US Addendum or the Master Terms as they apply to US Users, please contact:

GradSearch Legal – US Disputes      
Email: support@gradsearch.com       
Mailing Address: GradSearch L.L.C. -FZ, Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E.

11. Entire agreement and severability

11.1 Entire Agreement

This US Addendum, together with the Master Terms and the Privacy Policy, constitutes the entire agreement between you and GradSearch regarding your use of the Platform and supersedes all prior negotiations, understandings, and agreements.

11.2 Severability

If any provision of this US Addendum is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be reformed to the minimum extent necessary to make it enforceable, or, if reformation is not possible, shall be severed. The remaining provisions shall continue in full force and effect. If a severance or reformation would materially alter the economic balance of the agreement, the parties agree to renegotiate in good faith.

11.3 Precedence

In the event of any conflict between this US Addendum and the Master Terms, this US Addendum shall prevail for US Users.

12. Effective date and amendments

12.1 Effective Date

This US Addendum is effective as of January 2026 and applies to all US Users from that date forward.

12.2 Future Amendments

GradSearch reserves the right to amend this US Addendum, subject to the same notice and affirmative acceptance requirements set forth in Section 6 above. You will be notified of material amendments via email or in-Platform notification, and your continued use after the notice period and affirmative acceptance shall constitute acceptance.

END OF US ADDENDUM