Mentor and Coach Terms of Service

This Mentor and Coach Terms of Service governs your role as a Mentor and Coach with reference to the Miranna Terms of Service. The Mentor and Coach Terms of Service is an integral part of the Terms of Service. Unless otherwise defined in this Mentor and Coach Terms of Service, capitalized terms will have the meanings ascribed to such terms as set forth in the Terms of Service. These Mentor and Coach Terms of Use are considered Additional Terms, All provisions of the Terms of Service applies to Mentors and Coaches as well where applicable (hereinafter referred to jointly “Terms”)

1. Your Obligations

You must fulfill a Mentee request within 48 hours and do your best to fulfill the Mentee’s request. You contact Mentees only through our Service.

1. Miranna Videos: From time to time, a Mentee may request advice delivered in online simultaneous two-way communication video format through our Service. While we hope you will fulfill a request within 24 hours of receiving it, you may have up to 48 hours (at Miranna’s sole discretion) to complete the Miranna Video request and arrange for the Miranna Video session within the desired timeline. If you do not either: (i) accept the request for Miranna Video session; or (ii) decline the request within that time; the request will expire and can no longer be fulfilled. You may decline a request or otherwise refuse, in your discretion, to create or upload a Miranna Video if a Mentee’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to hold at least one Miranna Video session. Miranna retains the right, in its sole discretion, to cancel any request from a Mentee. No payment will be made to you for any declined, canceled, or unfulfilled Miranna Video session request. You agree that each Miranna Video session will be at least 45:00 (forty five minutes) in duration, unless otherwise requested by the Mentee. Your responses to the Mentee’s request is your responsibility and at your discretion, subject to these Terms. You agree to contact Mentees about Miranna Videos only through our Service, unless expressly guided by Miranna otherwise.
2. Miranna Consultation: A Mentee may also request one or more Miranna Consultation Sessions with you through our Service. You may have up to 24 hours to accept or deny such request and any Session arising from such request cannot be scheduled more than 20 days in advance of the Session. If you do not accept the request within 24 hours, the request will expire and can no longer be fulfilled (except at our sole discretion). You may decline a request or otherwise refuse, in your discretion, to participate in a Session if the details of Mentee’s request is objectionable or otherwise offensive to you. If you accept a request, you agree to timely participate in the Session and engage with the Mentee in any related Session Content (solely through the communication channels provided by our Service). Miranna retains the right, in its sole discretion, to cancel any request from a Mentee. No payment will be made to you for any declined, canceled, or unfulfilled Miranna Consultation request. Your response to the Mentee’s request is your responsibility and at your discretion, subject to these Terms. You agree to contact Mentees about Miranna Consultation only through our Service. Miranna may make and maintain a recording of the Session for its use. You will not share or disclose in a Session any personal, private, or sensitive information relating to a third party without written authorization from such third party.
3. Your interactions with third parties, including Mentees, on or through our Service, are solely between you and the third party; however, Miranna may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Miranna if it does so. You acknowledge and agree that Miranna will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions.
4. Registration: In order to accept requests on our Service, you will need to register. In registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your account and your use of any part of our Service. You agree not to create an account using a false identity or providing false information, on behalf of another person (except as outlined below for Organizations below), or if you have previously been removed or banned from our Services. You are responsible for maintaining the confidentiality of your account information, including your email and password. You are responsible for all activities that occur on or in connection with your account and you agree to notify us immediately of any unauthorized access or use of your account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your account.

By registering, you represent and warrant that:

1. you are the age of majority in your jurisdiction of residency, but at least 18 years old;
2. you are of legal age to form a binding contract;
3. you are not barred from using our Services under the laws of your place of residence, or any other applicable jurisdiction; and
4. you are responsible for complying with all applicable laws and regulations relating to Mentor’s participation on our Platform and will fully indemnify the Miranna for any failure to do so.

5. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Mentor (“Affiliated Mentor”). By registering, the Organization represents and warrants for itself and each Affiliated Mentor that:some text
   1. Organization is the authorized representative of the Affiliated Mentor and (if any Affiliated Mentor is below the age of 18, registering with any required consent of the Affiliated Mentor’s parent or legal guardian) and agrees to these Terms;
   2. neither the Organization nor the Affiliated Mentor is barred from using our Service under the laws of the place of residence of the Organization or any Affiliated Mentor, or any other applicable jurisdiction; and
   3. Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Mentor’s participation on our Platform under these Terms and will fully indemnify Miranna for any failure to do so.
6. Name and Likeness. Mentor hereby grants to Miranna the non-exclusive right and license, in perpetuity and throughout the universe, to use Mentor’s name, image, likeness, voice, attributes and/or biography in connection with the advertising, marketing, promoting, publicizing and exploiting any matter related to the Service and all subsidiary and ancillary rights therein, in perpetuity, throughout the world and in any and all media, whether now known or hereafter devised.

2. Fees and Payment

We pay you up to 75% of the revenue actually received by us from a Mentee arising from your Miranna Video or Miranna Consultation Session.

1. Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 1 and subject to these Terms, we will pay to you 75% of the revenue arising from your Miranna Video or Miranna Consultation Session fulfilled in response to a Mentee’s request through our Service. You will have the right to set your own price for each Miranna Video and Miranna Consultation Session. You represent and warrant that:some text
   1. Miranna Videos are not, and are not intended to be, covered by any guild, union, collective bargaining, or similar agreement and there will be no residual or any other type of payment due from Miranna to you, to any third party, guild, or union, or pursuant to any collective bargaining agreement, in connection with any Miranna Video, payment from us to you, or our Service;
   2. Miranna is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Service; and
   3. Miranna is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
2. Payment: You agree to register with the third party payment provider selected by Miranna, which is currently Stripe or, if you live in a country in which Stripe does not provide services, then PayPal; any payment provider is subject to change in Miranna’s sole discretion and you agree to abide by all the terms and conditions for the use of such third party payment provider. You do not have the option to select a payment provider other than the one selected by Miranna. You agree to provide to Miranna and/or the payment provider all information required in order to receive payments due via the payment provider. We will make all payments upon 20 days of your request for each successfully delivered Miranna Video or completed Miranna Consultation Session. You can submit your payment requests at info@miranna.com. Payments will be in the currency you select with the payment provider, your choice of currency cannot mean any costs to us and we initiate the payment of the revenue you are entitled to under these Terms in U.S. Dollars. If you do not provide Miranna and/or the payment provider all required information, then you may not be able to receive the payments due to you. Miranna will not be responsible for any damages, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that no payment provider used by Miranna is operated, owned or controlled by Miranna, and your use of any such payment provider is subject to the terms and conditions and privacy policies of that payment provider. We are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Unless otherwise agreed by Miranna, you acknowledge and agree that you are solely responsible for any fees, costs and expenses incurred in connection with the use of a payment provider. Notwithstanding anything to the contrary contained in these Terms, if Miranna, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Service, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, may have arisen out of or in connection with any such violation of law or regulation.
3. Cancellations: We understand that from time to time, you may have to cancel accepted request(s) for Miranna Video(s) and/or Miranna Consultation Session(s), or otherwise be unable to fulfill accepted request(s). Under such circumstances, you agree to fully refund all related costs to Miranna in no later than 30 days from the date of cancellation and/or authorize Miranna to set off and apply all related costs against any Fees owed to you by Miranna. IF YOU CANCEL AN ACCEPTED REQUEST WITH LESS THAN 24 HOURS REMAINING BEFORE A SCHEDULED MIRANNA CONSULTATION SESSION OR OTHERWISE FAIL TO ATTEND A SCHEDULED MIRANNA CONSULTATION SESSION, YOU AGREE TO OFFER AN ADDITIONAL MIRANNA CONSULTATION SESSION TO THE AFFECTED USER, AT NO COST TO THE USER OR MIRANNA WITHIN 10 DAYS FROM THE DATE OF THE ORIGINALLY SCHEDULED MIRANNA CONSULTATION SESSION.

3. Mentor Content

You grant us full right and license and allow the Mentee to use Session Content (as defined in the Terms) uploaded by you. You agree to keep Session Content private and not to merchandise anything on our Services.

1. Rights Grant to Mentees: You hereby grant to each Mentee of Session Content a non-exclusive right to use and access, the Session Content for personal purposes only for up to five (5) years from the date of delivery of each such Session Content to the Mentee. Such a five (5) year period survives any cessation of services provided by you as a Mentor through the Services.   
2. Licenses: Please note that the rights granted in this section are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Session Content, by us, Mentees, other than the payment set forth in Section 2.2. We may exercise our rights under this license anywhere in the world. We may sublicense our rights as needed to provide and promote our Service or otherwise in accordance with these Terms. Finally, the licenses granted in this Section 3 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Service.
3. Session Content Representations and Warranties: You represent and warrant that:some text
   1. you own all rights in and to your Session Content and that you have the right to grant the rights described in these Terms;
   2. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any creation, distribution and use of your Session Content;
   3. your agreement to these Terms and the provision of any services by you does not violate any agreement that you may have with any third party;
   4. your Session Content does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property rights, privacy rights, publicity rights, moral rights, or other legal rights of any third party, or violate any law, regulation, or court order;
   5. you will not post or make publicly available any Session Content that the Mentee has requested remain private and you will not ask us for permission to create or post same;
   6. you will not contact, respond to or communicate with any Mentee that you meet on or through our Service, other than to deliver the Session Content through our Service;
   7. you will not provide your contact information to any Mentee or send merchandise or anything else to a Mentee other than as permitted by these Terms;
   8. you agree not to edit, change, modify, or remove the watermark from any Session Content or assist or encourage any third party to do so; and
   9. you will not remake any Session Content unless asked by us to do so.
4. Treatment of Session Content: Any Session Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Session Content, including any personal information included in that Session Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Service or submit any Session Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Session Content. None of your Session Content will be subject to any obligation of confidence by us, Mentees, or third parties, and we will not be liable or responsible for any use or disclosure of any Session Content.
5. Refusal and Removal of Session Content: We may refuse to accept or transmit Session Content for any reason without notice to you. We may remove Session Content from our Application for any reason without notice to you.
6. Cancellation of Account: If you cancel your account, you may, on at least three business days’ advance written notice to us, request that we no longer include your Session Contents on our Application and that we not make any new public use of them. You acknowledge and agree that we cannot restrict the use of your existing Session Content by the Mentees for whom you created them.
7. Moral Rights: You hereby waive any and all moral rights or “droit moral” that you may have in Session Content, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Session Content.

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