# Upskillzone Mentor Contractor Agreement **Version:** 3.2.0 **Effective Date:** 2026-05-03 **Document ID:** UZ-LEGAL-MA-3.2.0 **Supersedes:** UZ-LEGAL-MA-3.1.4 (2026-01-12) This Mentor Contractor Agreement (the "Agreement") governs the engagement between Upskillzone, Inc. and the individual identified in the signature block (the "Mentor"). This Agreement is referenced from the public application flow at `/mentors/apply` and incorporated by reference into the platform Terms of Service published at `/legal/tos`. By executing this Agreement, the Mentor agrees to all terms set forth below. --- ## §1. Parties and Engagement Status **1.1 Parties.** This Agreement is entered into between Upskillzone, Inc., a Delaware C-corporation with its principal place of business at 2261 Market Street, Suite 5429, San Francisco, CA 94114 ("Upskillzone," "Company," or "we"), and the Mentor signing below. **1.2 Independent Contractor.** The Mentor is engaged solely as an independent contractor. The Mentor is not a W-2 employee of Upskillzone. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, agency, or franchise. The Mentor is not eligible for employee benefits including but not limited to health insurance, retirement contributions, paid time off, equity grants reserved for employees, unemployment insurance, or workers' compensation coverage funded by Upskillzone. **1.3 Tax Responsibility.** The Mentor is solely responsible for the payment of all applicable income taxes, self-employment taxes, GST, VAT, and any other levies arising from compensation received under this Agreement. Upskillzone will issue a Form 1099-NEC (US contractors) or equivalent tax document in the Mentor's local jurisdiction as required by law. The Mentor agrees to provide a completed W-9, W-8BEN, or local-equivalent form prior to first payout. **1.4 No Authority.** The Mentor has no authority to bind Upskillzone, enter into contracts on its behalf, make public representations about product roadmap, or speak for the Company in any media engagement without prior written authorization from the Company's Head of Mentor Operations. --- ## §2. Calibration Prerequisite **2.1 Cohen's Kappa Floor.** Active mentor status requires a sustained Cohen's kappa coefficient of **0.7 or greater** when measured against the seed rubric maintained by the Upskillzone evaluation team. The kappa floor is non-negotiable and applies uniformly across all submission kinds. **2.2 Initial Drill.** Before the Mentor receives any production assignment via `/mentor/queue/claim`, the Mentor must complete a four-twin calibration drill. The drill consists of four pre-scored job-twin submissions. The Mentor's reviews are scored against the canonical rubric outputs to compute an initial kappa value. **2.3 Pass Condition.** A drill score of kappa ≥ 0.7 unlocks `/mentor/queue/claim` access. A drill score below 0.7 places the Mentor into a remediation cohort with up to two additional drill attempts permitted within a 30-day window. Three consecutive failed drills disqualify the Mentor from the program for a minimum cooldown of 180 days. **2.4 Visibility.** Live calibration metrics are visible to the Mentor at `/mentor/queue/stats`. The Mentor is expected to monitor their rolling kappa value and proactively flag drift to mentor-ops@upskillzone.com. --- ## §3. Pay Structure **3.1 Compensation Schedule.** Compensation rates per submission kind are published and maintained at `/mentors/compensation`. The Mentor acknowledges that the rate table at `/mentors/compensation` is the controlling document for unit economics and is incorporated by reference into this Agreement. **3.2 Per-Review Model.** The Mentor is compensated on a strict per-review basis. There is no hourly billing, retainer, or guaranteed minimum unless explicitly granted in a separate written addendum executed by both parties. **3.3 Payout Cadence.** Earnings accrued in calendar month M are aggregated, reconciled against quality flags, and paid out on **T+15** from the end of month M (i.e., the 15th of month M+1). If the 15th falls on a weekend or US federal holiday, payout is initiated on the next business day. **3.4 Payment Rails.** Payouts are disbursed via **Stripe Connect** for Mentors with a US, EU, UK, AU, CA, or SG bank account, and via **RazorpayX** for Mentors with an Indian bank account. The Mentor must complete onboarding and KYC with the applicable rail before the first payout cycle. Upskillzone does not issue paper checks, wire transfers, or cryptocurrency payouts. **3.5 Holdbacks.** Up to 5% of monthly earnings may be held in escrow against pending quality audits and released on the subsequent T+15 cycle if no adverse finding is recorded. Earnings disputed under the appeals process at `/mentor/disputes` follow the resolution timelines documented therein. --- ## §4. Calibration Methodology **4.1 Scoring Function.** The platform computes Cohen's kappa between the Mentor's rubric scores and the seed rubric on a rolling window of the most recent 50 reviews per submission kind. The seed rubric is curated by the Upskillzone evaluation council and versioned at `/rubrics/seed`. **4.2 Recalibration Trigger.** A rolling kappa value below **0.7 over any window of 8 consecutive reviews** automatically triggers recalibration. Recalibration consists of: 1. Suspension of `/mentor/queue/claim` for the affected submission kind. 2. Mandatory completion of a two-twin re-drill within 14 calendar days. 3. Pairwise blind comparison of three subsequent reviews against a senior mentor. 4. Reinstatement upon achieving kappa ≥ 0.7 across the comparison set. **4.3 Methodology Disputes.** The Mentor may challenge a specific seed-rubric scoring decision via `/rubrics/seed/contest`. Challenges are reviewed within 7 business days. A successful challenge updates the seed rubric prospectively and removes the affected review from the Mentor's kappa window. **4.4 No Retaliation.** Filing a methodology challenge in good faith will not be used as the basis for termination, payout reduction, or queue de-prioritization. --- ## §5. Time Commitment and Service Levels **5.1 Volume Range.** The Mentor agrees to a monthly commitment of **between 4 and 40 hours** of platform time. The Mentor may set their availability ceiling at `/mentor/queue/preferences`. Exceeding 40 hours in a calendar month requires prior written approval from mentor-ops to maintain the independent contractor classification. **5.2 SLA per Submission Kind.** Once a review is claimed via `/mentor/queue/claim`, the Mentor must complete and submit it within the following service level windows: | Submission Kind | SLA Window | Late Penalty | | --- | --- | --- | | Code review (≤ 500 LOC) | 24 hours | 25% pay reduction | | Code review (> 500 LOC) | 48 hours | 25% pay reduction | | Design artifact | 36 hours | 25% pay reduction | | Async pair-programming transcript | 72 hours | 15% pay reduction | | Mock interview debrief | 24 hours | 25% pay reduction | **5.3 Auto-Release.** Reviews not submitted within 1.5x the SLA window are automatically released back to the queue and forfeit compensation for that review. **5.4 SLA Visibility.** The Mentor's rolling SLA compliance percentage is surfaced at `/mentor/queue/stats` alongside kappa and acceptance metrics. --- ## §6. Confidentiality and Intellectual Property **6.1 Learner Artifacts.** The Mentor acknowledges that all submissions, code, designs, transcripts, audio recordings, and derivative artifacts produced by learners ("Learner Artifacts") are the exclusive property of the learner. The Mentor never owns, licenses, or holds residual rights in any Learner Artifact, regardless of the depth or substantiveness of the review provided. **6.2 Confidentiality.** The Mentor agrees to treat Learner Artifacts, learner identities, learner employment status, learner cohort assignment, and any non-public information about learner performance as strictly confidential. Disclosure is permitted only to Upskillzone personnel with a legitimate need to know. **6.3 Aggregate Statistics.** Notwithstanding §6.2, the Mentor may publicly reference aggregate, de-identified statistics about their own mentorship work — for example, "I have completed 312 reviews on Upskillzone with a kappa of 0.84." The Mentor must not disclose any individual learner's identity, score, or content of their submission. **6.4 Review Output Ownership.** Rubric scores, structured feedback fields, and any taxonomies authored by the Mentor within the platform are licensed to Upskillzone under a perpetual, irrevocable, royalty-free, worldwide license for the operation of the platform. The Mentor retains the right to reference their general methodology externally. --- ## §7. Conflict of Interest **7.1 Day-Job Boundary.** The Mentor must not review submissions from any individual who (a) reports to the Mentor in their primary employment, (b) the Mentor formally manages, mentors, or instructs at the Mentor's day-job employer, or (c) is enrolled in a course or bootcamp where the Mentor serves as instructor of record. **7.2 Personal Relationship Boundary.** The Mentor must not review submissions from immediate family members, romantic partners, current housemates, or any individual with whom the Mentor has a financial entanglement (joint venture, business partnership, lender-borrower relationship). **7.3 Disclosure Obligation.** Upon claiming a review at `/mentor/queue/claim`, if the Mentor recognizes a conflict of interest, the Mentor must immediately release the review via `/mentor/queue/release` and flag it through `/mentor/queue/conflict`. Released conflict reviews are not counted against the Mentor's SLA or acceptance metrics. **7.4 Recruitment Prohibition.** The Mentor must not solicit learners for employment, contract opportunities, paid newsletters, paid courses, or any other commercial relationship using contact information obtained through the platform. This restriction survives termination of this Agreement for 24 months. --- ## §8. Termination **8.1 Termination for Convenience.** Either party may terminate this Agreement at any time, with or without cause, upon **14 calendar days' written notice** to the other party. Notice from the Mentor must be sent via `/mentor/account/offboard`. Notice from Upskillzone will be delivered to the Mentor's registered email address. **8.2 Immediate Termination.** Upskillzone may terminate this Agreement immediately, without notice or cure period, in the event of: 1. **Repeated SLA breach** — three or more SLA violations in any rolling 30-day window after a written warning. 2. **Kappa floor violation** — failure of a recalibration cycle under §4.2 or sustained kappa below 0.5 across any 20-review window. 3. Material breach of §6 (Confidentiality), §7 (Conflict of Interest), or §11 (Code of Conduct). 4. Fraudulent submission of reviews, including AI-generated reviews submitted without disclosure or evidence of collusion with learners. 5. Misrepresentation of professional credentials submitted at `/mentors/apply`. **8.3 Effect of Termination.** Upon termination, (a) the Mentor's access to `/mentor/queue/claim` and `/mentor/queue/stats` is revoked within 24 hours, (b) accrued and unreversed earnings through the termination date are paid out on the next T+15 cycle, and (c) §6, §7.4, §9, and §10 survive termination indefinitely. --- ## §9. Indemnification, Governing Law, and Arbitration **9.1 Mutual Indemnification.** Each party will indemnify and hold the other harmless from any third-party claims, losses, damages, and reasonable attorneys' fees arising from (a) the indemnifying party's breach of this Agreement, (b) the indemnifying party's gross negligence or willful misconduct, or (c) the indemnifying party's violation of applicable law. **9.2 Limitation of Liability.** Except for breaches of §6 (Confidentiality) and indemnification obligations under §9.1, neither party's aggregate liability under this Agreement will exceed the total compensation paid or payable to the Mentor in the 12 months preceding the event giving rise to the claim. Neither party is liable for indirect, incidental, consequential, or punitive damages. **9.3 Governing Law.** This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply. **9.4 Arbitration.** Any dispute, controversy, or claim arising out of or relating to this Agreement that is not resolved through good-faith negotiation within 30 days will be finally resolved by binding arbitration administered by **JAMS** under its Comprehensive Arbitration Rules and Procedures. The arbitration will be conducted in Wilmington, Delaware (or remotely by mutual agreement) before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. **9.5 Class Action Waiver.** Each party waives any right to bring or participate in a class, collective, or representative action arising out of this Agreement. --- ## §10. Acknowledgments and Signature **10.1 Acknowledgments.** By signing below, the Mentor acknowledges that they have: 1. Read and understood every section of this Agreement. 2. Reviewed the compensation table at `/mentors/compensation`. 3. Reviewed the platform Terms of Service at `/legal/tos`. 4. Reviewed the privacy practices at `/legal/privacy`. 5. Had the opportunity to consult independent counsel. 6. Provided truthful information in their application at `/mentors/apply`. 7. Understood that calibration metrics at `/mentor/queue/stats` are the operative measurement of fitness for active queue access. **10.2 Entire Agreement.** This Agreement, together with the documents incorporated by reference, constitutes the entire agreement between the parties regarding the Mentor engagement and supersedes all prior or contemporaneous understandings, written or oral. Any amendment must be in writing and signed by both parties. **10.3 Severability.** If any provision is held unenforceable, the remaining provisions remain in full force and effect. **10.4 Counterparts and Electronic Signature.** This Agreement may be executed in counterparts and via electronic signature platforms. Execution via DocuSign or comparable e-signature tooling carries the same legal force as a wet-ink signature. --- ### Signature Block **MENTOR** ``` Signed: ____________________________ [DocuSign Field: Signature] Printed Name: _______________________ [DocuSign Field: FullName] Email: ______________________________ [DocuSign Field: Email] Tax ID / W-8BEN ID: _________________ [DocuSign Field: TaxID] Date: _______________________________ [DocuSign Field: DateSigned] ``` **UPSKILLZONE, INC.** ``` Signed: ____________________________ [DocuSign Field: CounterSignature] Name: _______________________________ [DocuSign Field: CounterName] Title: ______________________________ [DocuSign Field: CounterTitle] Date: _______________________________ [DocuSign Field: CounterDateSigned] ``` --- *End of Agreement — UZ-LEGAL-MA-3.2.0*