Terms of Use

DealDep Corp., a Delaware corporation (hereinafter: “Miranna”, “We” (or “we”) or “Us” (or “us”) operates the Miranna website (located at miranna.com; hereafter: “Site” or “Website”) and the Miranna application (hereafter: “App” or, “Application”). As used herein, “Services” means the Site, Application and any other service offered by Miranna.

These are our Terms of Service for the Miranna Platform and the Miranna Services (our “Terms”). These Terms will apply to you as a user or recipient of the Miranna Platform and the Miranna Services (“you”, “your”, “their” and “User”). There are specific provisions in these Terms which apply to you when you are using the Miranna Platform and/or the Miranna Services as a mentor (the “Mentor” or the “Coach”), and specific provisions which apply when you are using the Miranna Platform and/or the Miranna Services as a learner (the “Mentee” or “Learner”, or “Client”). 

The Miranna Platform allows Learners to connect with Mentors or Coaches so that Learners who are interested in developing their career or gaining new skills can receive, and the Mentors and Coaches can provide, professional guidance and support. Learners will be able to request to connect with Mentors via the Miranna and/or schedule a call or meeting to obtain advice and guidance from the Mentor for the purpose of progressing the Learner’s goals (a “Mentorship Session” or “Coaching Session”). 

This Terms of Service (“Terms”) governs your use of the Services. “You” or “you” refers to you as a user of our Services whether as a visitor, Mentor or Mentee.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE, APPLICATION OR ANY OTHER SERVICES. THESE TERMS CONTAIN IMPORTANT PROVISIONS THAT AFFECT YOUR LEGAL RIGHTS.

By accessing or using the Website, Application and any other Services, you agree to be bound by all the provisions of these terms and the Miranna Privacy Policy. You further acknowledge and understand and agree that Miranna will process your personal data in accordance with the Privacy Policy (“Privacy Policy”) incorporated into these terms. If you do not agree to the terms and the Privacy Policy, please do not (and you are not permitted to) access or use the website, application or any other services.

In order to use or access certain parts of the Website, Application or other Services, you may be required to have and maintain a valid and active user account (“Account") with Miranna.

For the ease of language any reference to Site means reference to the Application and vice versa unless expressly stated otherwise. Any changes of this Terms will be effective immediately unless otherwise stated. By using our Site, Application, or other Services or otherwise indicating your acceptance (for example, agreeing by creating or when logging into your Account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms and the Privacy Policy.

THE SERVICES ARE NOT LICENSED TO YOU AND YOU MAY ONLY ACCESS SUCH SERVICES SUBJECT TO THESE TERMS. ANY RIGHTS NOT GRANTED TO YOU IN THESE TERMS ARE RESERVED BY MIRANNA.

These Terms contains a binding arbitration and class action waiver provisions in the Section entitled “Governing Law and Dispute Resolution” (“Disputes Provision”) that affects your rights under these Terms with respect to any disputes between you and Miranna, and requires you and Miranna to resolve such disputes in binding arbitration (and not in court). You have a right to opt out of the binding arbitration as provided below in the Disputes Provision.

1. Our Services

You may access, use, and pay for our Services, subject to your compliance with these Terms.

1. Through our Services, you have the opportunity to access personalized advice delivered in online simultaneous two-way communication video format (“Miranna Videos” or “Miranna Session”) or in live or asynchronous (that is, not simultaneous two-way communication) messaging format (“Miranna Consultation” or “Miranna Texting Support”) from content creators (each a “Mentor”). Miranna Videos and Miranna Consultation shall be together referred as “Mentorship Session”. 

You may submit a request for (i) a Miranna Video to a Mentor through our Services, or (ii) a Miranna Consultation session to book a live and/or asynchronous messaging channel with a Mentor through our Services.

2. You acknowledge and agree that Miranna has the sole discretion to determine how to fulfill your request for a Miranna Video or a Miranna Consultation session and over the services provided by a Mentor. The Mentor has up to 7 days (where timing is at our sole discretion) to fulfill or decline your request. We reserve the right to reject any request for a Miranna Video in our sole discretion.
3. Miranna Video: Subject to your payment in accordance with Section 4 of these Terms, the Mentor grants to you the non-exclusive right to use and access the Miranna Video solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms.some text
   1. Miranna Videos are not sold to you and your right is a right to access such Miranna Video and not a license. You may access each Miranna for a three (3) year period after the date of holding of each Miranna Video session.
   2. You may not sell, re-sell, transfer, assign, or encumber your rights in any Miranna Video. You may use a Miranna Video only in accordance with and subject to these Terms, including the acceptable use restrictions in Section 6.
   3. We may terminate all or part of the foregoing right to use and access a Miranna Video at any time for any reason. We reserve the right to remove a Miranna Video from our Services at any time for any reason without any notice to you.
   4. If you breach any provisions of these Terms, your right to use the Miranna Video granted under Section 1.3 terminates automatically and you must promptly remove all copies of the Miranna Video in your possession or control and need to remove all copies, and take any other action we reasonably request to assist in locating and removing the Miranna Video.
4. Miranna Consultation: You may elect to book or participate in a Miranna Consultation session as scheduled and described on the Service (“Session”).some text
   1. You acknowledge that each Session is subject to changes or cancellation, at the sole discretion of participating Mentor or Miranna.
   2. You may not record, capture, screenshot, use, publish, reproduce, distribute, display, post, or share any portion of the Session, except using functionality that Miranna may make available to you on the Site.
   3. You or the participating Mentor may choose to end in the Session at any time. Miranna reserves the right to monitor the Session and may also cancel or end the Session at any time.
   4. You acknowledge that any submission made in connection with the Session, including any chat, comment, audio, image, video, idea, intellectual property, Feedback (as defined below), review, photo, text, post, element, or other communication (each an “Session Content”) will be governed by these Terms.
   5. 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.
   6. You grant to Miranna an exclusive including exclusive as to you, royalty-free, fully paid, unlimited, universal, transferable, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to use your name, image, voice, appearance, performance, likeness, and other personal attributes and characteristics from and relating to the Session for any purpose, including in or in connection with advertising, marketing, or promotion.
   7. Miranna will not be responsible or liable for any Session, Session Content, or any content provided by the participating Mentor.
   8. You will not book or use a Session for promotional, business, or commercial purposes.
5. You may create an Account on our Services. In creating an Account, you agree not to use a false identity or provide false information. You agree not to create an Account if you have previously been removed or banned from our Services. If we believe that you have done so, we have the right to suspend or terminate your Account and your use of any part of our Services. You are responsible for maintaining the confidentiality of your Account information, including your e-mail and password. You represent and warrant that: (a) all required registration information you submit is truthful, complete and accurate; (b) you will maintain the accuracy of such information; (c) you are authorized to form a binding contract with Miranna; and (d) you are authorized to register and access certain features of the Services. 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. Miranna has the right in its sole discretion, to suspend or terminate your Account or access to our Services for any reason at any time.

2. Additional Terms

We may offer you products and services other than the ones covered by the Terms.

Some Services offered through the Site and Application (or through other Services) may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that Service. By using that Service, you agree to the Additional Terms and such Additional Terms will form a part of these Terms and are incorporated herein. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless otherwise specified in such Additional Terms.

3. Eligibility

In order to access our products and Services, you must comply with certain restrictions such as age and your representation and warranties.

1. Age: You must be at least the age of majority in the jurisdiction in which you reside in order to use our Services, agree to these Terms and to register for an Account. If you are under the age of 18, you are not permitted to use the Services.
2. Representations and Warranties: You represent and warrant that:some text
   1. you have not been prohibited from using or accessing any aspect of our Services by us or under to any applicable law or regulation;
   2. you will comply with all of the terms and conditions, as revised from time to time, of any third party payment provider selected by us, and you are not on a prohibited list of that third party payment provider;
   3. we have not previously disabled any Account you created or controlled for violation of any law or regulation, the infringement of any third party right, or the violation of any of these Terms; and
   4. you are not a convicted sex offender.

4. Fees and Payment

Payment of Fees by Learners to Mentors

The Mentor may, at their discretion, decide to charge the Learner a fee for a Mentorship Session (the “Fee”). In this case, the Mentor will determine the level of Fee they will charge. Such Fee shall be inclusive of any applicable VAT and the Mentor is not entitled to charge VAT on top of the Fee. The Mentor shall be responsible for any taxes payable in relation to such Fee. In addition, the Fee shall be the full amount payable to the Mentor in consideration for the time, advice, guidance and information provided by them to a Learner during a Mentorship Session. No further fees shall be payable by the Learner in respect of the advice, guidance and information it receives from the Mentor during the relevant Mentorship Session.

The Learner shall pay the applicable Fee to book a Mentorship Session with a Mentor. The relevant Fee will be made clear on the Miranna at the point of booking the Mentorship Session. Generally, the Fee must be paid in advance of the Mentorship Session, and in accordance with any specific terms or instructions communicated via the Miranna Platform from time to time.

Payment of Commission by Mentors to Miranna

Where the Mentor has elected to charge a Fee, the Mentor must pay a commission and transaction fee to us as a percentage deduction from their applicable Fee (the “Commission”). We will use reasonable endeavours to communicate to the Mentor the level of Commission which we charge on a particular transaction, if appropriate. You acknowledge that we may decide to increase or otherwise change the Commission payable on transactions from time to time. Commission will be inclusive of VAT.

Money Back Guarantee

If a Learner is unsatisfied with the advice, guidance or information received from a Mentor during a Mentorship Session, they may request a refund of the Fee paid in respect of such Mentorship Session in accordance with the instructions provided on the Miranna Platform from time to time (a “Refund Request”). The Mentor acknowledges that a Learner may be entitled to a refund of the Fee if the advice, guidance or information provided by them during a Mentorship Session is not of satisfactory quality. However, it is acknowledged that we, Miranna, will be liable for such refund to the Learner.

A Refund Request may only be made by:

• Users who are aged 18 years and over; and
• individual Users who are using the Miranna Platform as a natural person and a consumer, and not any business Users. No Refund Requests from groups, clubs, businesses or organisations will be honoured.

To make a Refund Request, the Learner must submit a claim to us within 7 days of having attended the Membership Session either:

• submitting the request with the required information via the appropriate link on the Miranna Platform; or
• by sending us an email at info@miranna.com containing details of the time and date that the Mentorship Session took place, the relevant Mentor who was supposed to participate in the Mentorship Session, and a reasonably detailed explanation of why the advice, guidance or information provided in the Mentorship Session was not satisfactory.

Incomplete, illegible, misdirected or late claims will not be accepted, and it is the responsibility of the User to provide correct, up-to-date details when submitting their claim. We cannot be held responsible for participants failing to supply accurate information which affects their claim.

If we reasonably suspect that a Learner has breached any part of these Terms, their Refund Requests shall be rejected.

This money back guarantee does not affect your statutory rights. We reserve the right to cancel or amend this money back guarantee offer at any time. It should be acknowledged that this money back guarantee is offered by Miranna only, and shall in no way impact or require a refund of the Fee received by the Mentor in respect of a Refund Request.

Payment Terms

The Fee and Commission must be paid in accordance with the instructions communicated via the Miranna Platform from time to time, through our third-party payment provider. This may involve the User registering an account with our third-party payment provider and linking such account to their Miranna Platform account. The Fee shall be transferred into the Mentor’s third-party payment provider account shortly after the relevant Mentorship Session has taken place.

Learners may be unable to pay, and Mentors may be unable to receive, the Fee without successfully linking their account to our third-party payment provider’s site. We are not liable for the processing or the handling of payments by our third-party payment provider. Such processing will be governed by the terms and conditions of that third-party provider.

We will always ask you to pay any applicable Fee and Commission directly through the Miranna Platform, using our third-party payment provider. We will not ask you to, and you should not, request or transfer any funds directly to another User via bank transfer, in cash or by cheque. You should not share your bank details on the Miranna Platform, and if you do so this is at your own risk, and we disclaim all liability in this respect. If a User asks for the Fee to be paid directly to the Mentor in a way which circumvents the Miranna Platform or Commission, you should report this to us immediately. This is a breach of our Terms and may result in the relevant User being removed from the Miranna Platform, their account being deleted, and any Commission being claimed from you directly.

Where you need or want to cancel a Mentorship Session, or if the other User did not show up to the Mentorship Session, you should refer to our Refund Policy. Our Refund Policy sets out when and if the Learner is entitled to a refund of the Fee and/or Commission in such cases. If you have any questions regarding our Refund Policy, you should contact us at info@miranna.com.

It is important to note that, if a Mentor violates any terms of these Terms or any other terms applicable to Mentors, the Learner may be entitled to a full refund.

Note that we cannot accept or send payments to any bank accounts located in a sanctioned country. If you are the subject of government sanctions such as those applied by the U.S. Office of Foreign Assets Control or the government in the country where you live, you may not be able to receive or send the Fee or use the Miranna Platform.

MIRANNA PLUS

Rather than follow the usual fee structure set out in Section 3 above, a Learner may choose to purchase Miranna Plus. Miranna Plus is subject to a set fee as described on the Miranna Platform from time to time inclusive of any applicable VAT or taxes (the “Miranna Plus Fee”) and entitles the Learner to certain Mentorship Sessions and other materials and guidance as described on the Miranna Platform from time to time.

The Miranna Plus Fee shall be payable by the Learner to Miranna in accordance with the instructions and payment methods communicated via the Miranna Platform from time to time. Note that we cannot accept payments to any bank accounts located in a sanctioned country. If you are the subject of government sanctions such as those applied by the U.S. Office of Foreign Assets Control or the government in the country where you live, you may not be able to send the Miranna Plus Fee or use the Miranna Plus package.

Generally, the Miranna Plus Fee must be paid before the Learner obtains access to, or can use, the Miranna Plus package. Once the Miranna Plus Fee has been paid, the Miranna Plus package can be used and/or accessed for the period of 1 month, after which point the package will expire (whether or not the Learner has used any Mentorship Sessions or the other benefits of the Miranna Plus package). After this point, the Learner can choose whether to re-purchase Miranna Plus.

If you change your mind after purchasing Miranna Plus, you can cancel such purchase and receive a full refund within 14 days of us accepting your order (the “Cancellation Period”) in accordance with consumer laws unless you elect to start using the Miranna Plus package before expiry of the 14-day Cancellation Period, in which case you will be unable to cancel the order or receive a refund. By choosing to access the Miranna Plus package before the Cancellation Period, you are waiving any right to cancel you may have under applicable consumer law.

If you have elected to cancel your order during the Cancellation Period and you have not started using the Miranna Plus package, you are entitled to a refund of the Miranna Plus Fee by the method you used for payment within 14 days of you providing notice to cancel. However, as mentioned above, we may make deductions from this refund if you have already started using the Miranna Plus package.

If you have any questions or issues regarding Miranna Plus, you should contact us at info@miranna.com. 

5. Ownership

Miranna Videos are owned by the Mentors, in this section you learn about the ownership rights of the Mentor thereon.

1. You acknowledge and agree that each Miranna Video is owned by the Mentor who created it.
2. We or our licensors own all right, title, and interest in and to: (i) our Services and the “look and feel” of our Services , including all software, ideas, processes, data, text, media, and other content available on Services (individually, and collectively, “Miranna Content”); (ii) our trademarks, logos, and brand elements (“Marks”) and (iii) all other intellectual property rights contained in the Services and/or comprising the Miranna Content (“Miranna IP”). Our Services, Miranna Content, Marks and Miranna IP, are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, code or concepts without our prior express written consent.
3. Miranna desires to avoid the possibility of future misunderstandings when projects developed by us, our employees, or our contractors might seem to be similar to your feedback given to us with regard to our Services, Miranna Videos or any other content provided through our platform (individually, and collectively, “Feedback”). If your Feedback consists of any ideas, suggestions, proposals, plans, or other materials related to our business, you acknowledge and agree that you are submitting that Feedback at your own risk and that Miranna has no obligation (including no obligation of confidentiality) with respect to that Feedback, and you grant to Miranna a non-exclusive, royalty-free, fully paid, unlimited, worldwide, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license to use and exploit your Feedback in any manner (including commercially) without any obligation to account to you for its use.
4. You hereby waive any moral rights you may have in your Feedback.

6. Acceptable Use of our Services

You agree to use Miranna Videos and Miranna Consultation sessions for personal and non-commercial purposes only and comply with certain rules when using our Services.

1. Your Responsibilities: You are responsible for your use of any Miranna Video, your Account, and our Services. Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful. You represent and warrant that: (i) you will not use or authorize the use of any Miranna Video or Miranna Consultation Session for any purposes other than personal, non-commercial, and non-promotional purposes set forth in Section 1(c) and 1(d), and (ii) in using a Miranna Video, Miranna Consultation, your Account, and our Services, and you will not:some text
   1. violate any law, regulation or court order;
   2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral, or other legal rights of any third party;
   3. take any action that is or submit, post, share, or communicate anything that is or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
   4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
   5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Services, including from any user of our Services;
   6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
   7. stalk, harass, threaten, or harm any third party;
   8. impersonate any third party;
   9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
   10. use any means to scrape or crawl any part of our Services;
   11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Services, users, or any other third party;
   12. access our Services to obtain information to build a similar or competitive website, application, or service;
   13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Services; or
   14. advocate, encourage, or assist any third party in doing any of the foregoing.

For clarity, your use of Miranna Video and Miranna Consultation includes use anywhere (on our Services or otherwise).

2. Investigations: You acknowledge and agree that we are not obligated to monitor access to or use of our Services by you or third parties, but we have the right to do so in order to operate our Services, to ensure compliance with these Terms, to comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process, or otherwise. Without limiting any of our rights, you acknowledge and agree that any request you submit for a Miranna Video or Miranna Consultation Session may be rejected by us or by a Mentor; if that happens more than once, we may block you from our Services, terminate your access, or take other appropriate action.

7. Copyright and Intellectual Property Policy

If you believe that your copyrights have been infringed let us know. If you infringe someone else's copy rights you will lose access to our Services.

1. Termination Policy: If we determine that you are a repeat infringer of copyright, we may we terminate your access to our Services and take other appropriate action in our sole discretion.
2. DMCA; Copyright Notice: We respond to notices of alleged copyright infringement and terminate access to our Services for repeat infringers. If you believe that your material on the Services has been copied in a way that constitutes copyright infringement, please forward the following information to us in accordance with Title 17, United States Code, Section 512(c)(2):

1. your address, telephone number, and if available, email address, so that the copyright agent may contact you about your complaint;
2. a description of the copyrighted work that you claim is being infringed;
3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located on the Services so the copyright agent can remove it;
4. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

You acknowledge and agree that if you fail to comply with the requirements of this section your notice may not be valid.
Notices of copyright infringement claims should be sent as follows:

By mail:
DealDep Corp.

220 East 23rd street, Suite 400, New York, NY, 10010, United States of America

By e-mail:
If relating to content on the Services: info@miranna.com  

If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

8. Policy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data.

9. Third Party Content and Interactions

You agree not to contact Mentors directly other than allowed by our Services or in accordance with these Terms.

Our Services may contain features and functionalities, as a part of Miranna Videos and Miranna Consultation, that may link to or provide you with access to third party content that is completely independent of us, including websites, platforms, video conferencing tools, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Mentors, found on or through our Services 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 should make whatever investigation you feel necessary or appropriate before proceeding with the interaction. You agree not to contact or interact with any Mentor except as expressly permitted through our Services and these Terms. YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES, OR LIABILITIES OF ANY KIND OR NATURE INCURRED AS THE RESULT OF ANY INTERACTION WITH A MENTOR OR FOR ANY CONTENT CONTAINED IN A MIRANNA VIDEO OR STREAMED IN A MIRANNA CONSULTATION SESSION. You hereby release Miranna (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Services.

10. Links

You may reach other websites, applications and services through our Services.

Our Services may contain links to social media platforms or third party websites, applications or services. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the third party platforms, websites, applications or services; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the third party platforms, websites, applications or services. You should always read the terms and conditions Privacy Policy of the third party platform, website, application or service before using it. 

11. Changes to our Services

We enhance and update our Services often. You acknowledge and agree that we may change or discontinue any aspect of our Services at any time, with or without notice to you.

12. Termination

You may stop using our Services at any time and Miranna may also terminate your access to any Services at any time too.

You may stop using our Services at any time. We reserve the right to terminate access to any of our Services to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms or Privacy Policy, your permission to automatically terminates.

13. Indemnification

You agree to indemnify Miranna against any claims related to these Terms.

You agree to indemnify, defend, and hold harmless Miranna its affiliates and each of its respective affiliates employees, contractors, directors, suppliers, agents, advisors, licensors, licensees, and representatives from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature arising from, out of, in connection with, or relating to: (a) any actual or alleged breach of these Terms by you or anyone using your Account; (b) any actual or alleged violation of any laws or regulations or infringement of any rights of any third party by you or anyone using your Account; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; or (e) to the fullest extent permitted by applicable law, relating to your use of our Services. Miranna will have the right to select counsel to be paid for by you in connection with any indemnification by you. You will reasonably cooperate with us in connection with any indemnification matters.

14. DISCLAIMERS; LIMITATION ON LIABILITY

YOU USE OUR SERVICES AT YOUR OWN RISK AND YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE CAUSED IN CONNECTION TO THE USE OF OUR SERVICES, ANY MIRANNA VIDEO, MIRANNA CONSULTATION OR ANY MIRANNA CONTENT.

1. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF OUR SERVICES, ANY MIRANNA VIDEO, MIRANNA CONSULTATION SESSIONS, AND ANY MIRANNA CONTENT IS AT YOUR OWN RISK AND THAT OUR SERVICES, ALL MIRANNA VIDEOS, MIRANNA CONSULTATION SESSIONS, AND ALL MIRANNA CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MIRANNA DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
2. In particular, Miranna makes no representations or warranties about the accuracy or completeness of Miranna Videos, Miranna Content or any other content available on or through our Services or the content of any social media platform or third party website, application or service linked to or integrated with our Services. You acknowledge and agree that Miranna will have no liability for any: (i) errors, mistakes, or inaccuracies of an of the foregoing content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Services or Miranna Videos, Miranna Consultation, Miranna Content or any other content; (iii) any unauthorized access to or use of our servers, any personal information, or user data, except as expressly set forth in the Privacy Policy; (iv) any interruption of transmission to or from our Services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Services; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of the use of any Miranna Videos, Miranna Consultation sessions, Miranna Content or any other content posted or shared through our Services.
3. You acknowledge and agree that any material or information downloaded or otherwise obtained through our Services, including any Miranna Video, Miranna Content or any other content is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Services, including through a Miranna Video, Miranna Consultation sessions, Miranna Content or any other content will create any warranty not expressly made by us.
4. You acknowledge and agree that when using our Services, you will be exposed to content from a variety of sources, and that Miranna is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Miranna with respect thereto.
5. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will Miranna be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Miranna has been advised of the possibility of such damages.
6. To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, from all causes of action and all theories of liability, will be limited to and will not exceed the greater of (a) fees actually received by Miranna from you during the 6 months preceding the claim giving rise to such liability and (b) $100.00.
7. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above
8. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Miranna and you.

15. Other Provisions

Here you find some other provisions governing our relationship, please read them carefully.

1. Force Majeure: Under no circumstances will Miranna be liable for any delay or failure in performance due in whole or in part to any acts of God, earthquakes, unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of Miranna.
2. Governing Law and Dispute Resolution: These Terms will be construed in accordance with and governed by the laws of the United States and the State of Delaware, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in Delaware or New York, for any actions not subject to arbitration as set forth below. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Miranna are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision will survive termination of these Terms and the termination of your Account.
   
   For any dispute you have with Miranna, you agree to first to contact Miranna at info@miranna.com and attempt to resolve the dispute with Miranna informally. If Miranna has not been able to resolve the dispute with you informally, each party agrees to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration by JAMS ("JAMS") under the JAMS Streamlined Arbitration Rules and Procedures will apply for disputes of less than $50,000, and the JAMS Comprehensive Arbitration Rules will apply for disputes involving $50,000 or more, and in either instance the JAMS Optional Expedited Arbitration Procedures will apply. Unless you and Miranna agree otherwise, the arbitration will be conducted in the county where you reside. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, except that Miranna will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $50,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)); provided, however, if the arbitrator determines that the claims you assert in arbitration are frivolous, you agree to reimburse Miranna for all cost and expenses advanced and paid by Miranna that you would have otherwise been obligated to pay under the applicable arbitration rules. The award rendered by the arbitrator will include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Services.
   
   ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS MIRANNA AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MIRANNA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
   
   Any arbitration must be commenced by filing a demand for arbitration with the JAMS within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there will be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitations period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
   
   Notwithstanding the above, you or Miranna may choose to pursue a dispute in court and not by arbitration if (a) the dispute is initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU AGREE TO THESE TERMS OF USE (“Opt-Out Deadline"). You may opt out by mailing written notification to Miranna, Attn: Legal Department, 220 East 23rd street, Suite 400, New York, NY, 10010, United States of America. Your written notification must include (a) your name, (b) your address, and (c) a clear statement that you do not wish to resolve disputes through arbitration. Your decision to opt-out will have no adverse effect on your relationship with Miranna. You are responsible for ensuring Miranna’s receipt of your opt out notice, and you therefore may wish to send a notice by means that provide a written receipt. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
   
   You and Miranna agree that if any portion this section is found illegal or unenforceable, that portion will be severed and the remainder of the section will be given full force and effect.

3. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
4. No Waiver or Amendment: The failure by Miranna to enforce any right or provision of these Terms will not prevent Miranna from enforcing such right or provision in the future and will not be deemed to modify these Terms.
5. Assignment: Miranna may, at any time, assign its rights and obligations under these Terms, including in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
6. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

16. Changes to these Terms

MIRANNA MAY, IN ITS SOLE DISCRETION, MODIFY OR REVISE THESE TERMS AT ANY TIME BY UPDATING THESE TERMS AT THE SITE OR IN CONNECTION WITH ANY SERVICE AND YOU ARE BOUND BY ANY SUCH MODIFICATION OR REVISION. YOUR CONTINUED USE OF THE SITE OR ANY SERVICE, AFTER ANY MODIFICATION OR REVISION INDICATES YOUR ACCEPTANCE OF SUCH MODIFICATION OR REVISION. IF ANY MODIFICATION OR REVISION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THIS SITE AND THE SERVICES.

17. Contact

If you have any comment or questions regarding these Terms or Privacy Policy, you may contact Miranna at the following:

DealDep Corp.
220 East 23rd street, Suite 400, New York, NY, 10010, United States of America

Or at the following e-mail: info@miranna.com