These Coach Terms and Conditions (these “Coach Terms”) describe the expectations and obligations of Coaches that use the Service to provide videogame coaching services to other users (“Coaching Services”). If you are not a Coach or an authorized representative of a Coach, then these Coach Terms do not apply to you and please see our
(collectively, these “Terms”); if there is a conflict between these Coach Terms and the Terms, the provisions of these Coach Terms control.
Capitalized Terms. For purposes of these Coach Terms, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Terms of Service.
Coach Eligibility. You must be at least 18 years old to provide Coaching Services. By agreeing to these Coach Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Coach Terms on your behalf represents and warrants that they have authority to bind you to these Coach Terms and you agree to be bound by these Coach Terms. Coaches are not eligible to act as a reseller or referral agent of the Services (“Affiliate Partner”), whereby such Affiliate Partners receive a commission payment for directing users to the Services – Coaches are only eligible to receive payment for the provision of Coaching Services.
Limited License. Subject to your complete and ongoing compliance with these Terms, Metafy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license toaccess and use (i) the Service and (ii) Metafy’s name and logo for your commercial use and to provide the Coaching Services. All uses of the Metafy name and logo must be in accordance with Metafy’s brand guidelines, which Metafy will provide to you in the event you are approved by Metafy to be a Coach.
Qualifying to Become a Coach. To become a Coach on the Service, you must complete the questionnaire located at
. Metafy in its sole discretion determines whether you are qualified to be a Coach. Upon approval, Metafy will notify you and upgrade your account to a Coach Account (described below). Metafy may revoke your approval at any time and for any or no reason.
Account Registration. To provide Coaching Services, you must first register a user account on the Service (see the Metafy
). Upon receiving approval to be a Coach, Metafy will upgrade your account on the Service to a coach account (“Coach Account”). In order for Metafy to upgrade your account to a Coach Account, you may be required to provide us with additional information, such as your name, phone number, age, location, applicable tax documentation (such as a W-9 form), and other information as determined by Metafy. You agree that any and all information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. Certain data collected with respect to Coaches is done in accordance with the Privacy Policy. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at
Payment. Subject to your full and ongoing compliance with these Terms, we will pay you the applicable payments (“Payments”) in return for your provision of Coaching Services.
Payment Amount. Coaches determine the pricing for their Coaching Services (see “Coaching Fees” in Section 4 of the
. Metafy will pay the Payments within [10] business days of your request.
Payment Disbursement. In order to provide Coaching Services and receive Payments, you must provide certain details in your Coach Account, including a valid bank account or PayPal account (“Payment Details”). All Payments will be provided through either PayPal or wire transfer. You agree that all fees associated with the transfer of Payments to your account are your responsibility, and such charges will be assessed to you. If we are unable to make any Payments to you because you have failed to provide accurate Payment Details, we will hold your Payments for up to 12 months. If you fail to update your Payment Details in that time, your Payments will be forfeited to a charity of our choice. If your account remains inactive for a period of 12 or more months, meaning you have not provided Coaching Services or requested Payments during that time, Metafy may close your account and will send any outstanding Payments to the Payment Details you provided.
Accuracy of Payment Details. You are responsible for maintaining an accurate, up-to-date Payment Details that comply with these Terms, and Metafy will not be responsible for any delay, failure, or inability to transfer Payments to you due to any reason out of Metafy’s control, including your failure to comply with these Coach Terms or the Terms.
Account Termination. Metafy may terminate your account if Metafy determines, in its sole discretion, that you have violated these Terms. In such case, Metafy will pay, within thirty (30) days after the effective date of termination, all amounts owed to you for Services completed and accepted by Metafy prior to the termination date, but you will not be entitled to any additional Payments from Metafy , and you are prohibited from creating a new account.
Taxes. You agree to be properly registered to collect sales, use, excise and other taxes, duties, and other governmental assessments in connection with your services (“Taxes”). You acknowledge and agree that you are responsible for collecting, withholding, remitting and reporting all applicable Taxes on the provision of your services. You agree that you, and not Metafy, are solely responsible for all matters related to Taxes. Metafy requires all Coaches to provide the applicable tax documentation, including an IRS Form W-9 or W-8, before their account can be registered as a Coach Account. For Coaches who receive more than USD$600 in Payments in a calendar year, (i) those Coaches who choose to receive Payments via PayPal agree to acquire IRS 1099 Forms from PayPal, and (ii) those Coaches who choose receive Payments via wire transfer will be issued IRS 1099 Forms from Metafy.
User Content.
Specific Rules for Videos and Images. Subject to and in addition to all of the User Content provisions of the Terms and Service, you further agree that if you share or upload a video or image to the Service that includes one or more persons, including yourself, you hereby grant Metafy an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to utilize, adapt, modify, reproduce, distribute, and publicly display that video or image for any purpose including in promotional, informational, advertising or commercial materials and communications in any form now known or later developed, including but not limited to publications, websites, articles, brochures, books, magazines, newsletters, exhibits, events, videos, films, social media, advertisements, and training programs (collectively “Metafy Content”). You represent and warrant that you are either the photographer/videographer (or have a signed release from the photographer/videographer) and you wrote any text you are uploading (or you have a signed release from the writer). Further, you hereby authorize and consent to the use of your name, image, likeness, and voice (“Likeness”) in Metafy Content or any other purposes deemed appropriate by Metafy.
Waiver and Release. You hereby waive any right to be notified or to inspect or approve Metafy Content that is created using your Likeness, now or in the future, whether that use is known or unknown to you. You hereby waive any right to royalties or other compensation arising from or related to the use of Metafy Content. You hereby release and hereby agree to indemnify and hold harmless Metafy, and their licensees and assigns, for any and all claims that you or any third party may have now or in the future for invasion of privacy, right of publicity, copyright infringement, defamation, or any other cause of action arising from the use, utilization, adaptation, modification, reproduction, distribution, public performance or display of your Likeness in Metafy Content. In accordance with this complete release of all rights in your Likeness used in Metafy Content, you hereby waive any and all claims, damages, or liability arising from or related to the use of Metafy Content, including but not limited to any misuse, distortion, blurring, alteration, optical illusion, or use in composite form, either intentionally or otherwise, of your Likeness that may occur or be produced in taking, processing, reducing, adapting, modifying, producing, or reproducing Metafy Content and the publication, distribution, display or performance thereof. You understand and agree that Metafy is and shall be the exclusive owner of all right title and interest, including any copyright, in Metafy Content.
, Coach represents, warrants and covenants as follows:
You agree that when you create a Coach account on the Service, you will maintain good standing in your relevant field of expertise and abide by all relevant laws, rules, and regulations, including but not limited to rules of ethics and professional responsibility.
You are in compliance with all applicable laws, including federal and state employment laws.
You are in compliance with all third-party terms governing the games you play while providing Coaching Services.
You will provide your services using the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in the same locale.
You agree that all of the information that you provided in or through the Service, and the information that you will provide in or through the Service in the future, is accurate, true, current, and complete. Furthermore, during the term of these Coach Terms you will maintain this information so it will continue to be accurate, current and complete.
You agree to immediately notify us if: (i) any information you have provided to us, or any relevant information about you, has changed, or (ii) a user has notified you that they have a complaint with you, or any products or services provided by you.
You will provide the same correct and accurate representation of your skills, degrees, qualifications, background, and other information to any and all users, including but not limited to, any communications or services provided to users.
You will maintain adequate insurance if such insurance is required by any applicable laws or regulations, including applicable professional liability insurance.
You will not charge users a higher fee for your services than you would charge in a similar client relationship.
You will not solicit personal information on or through the Service, including through your provision of Coaching Services.
You will not provide Coaching Services or any similar services in any forum or method other than the Service to any individual who you were introduced to via the Services, nor will you contact such individual for the purpose of providing Coaching Services in any forum or method other than the Service.
You will note speak negatively about Metafy or the Service while providing the Coaching Services, or otherwise on social media or in any medium reasonably expected to be public.
You have no agreements, relationships, or commitments to any other person or entity that would conflict with the provisions of these Coach Terms, your obligations under these Coach Terms, and/or your ability to perform the Coaching Services. You will not enter into any such conflicting agreement during the term of these Coach Terms.
User Data. To the extent that you receive personal information of a user, you may use that information only for the limited and intended purpose for which it was provided subject to these Terms.
Termination; Effect of Termination. You or we may terminate our relationship at any time as specified in the Terms of Service. You are solely responsible for retaining copies of any User Content you post to the Service, since upon termination of your account, you may lose access rights to any User Content you posted to the Service. Upon termination, all rights and duties of Metafy and you toward the other shall cease except Metafy will pay, within thirty (30) days after the effective date of termination, all amounts owing to you for Services completed and accepted by Metafy prior to the termination date. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
Disclaimer; No Warranties. IN ADDITION TO THE WARRANTY DISCLAIMER IN THE TERMS OF SERVICE, METAFY FURTHER MAKES NO REPRESENTATION OR WARRANTY ABOUT THE USERS INCLUDING USERS THAT CONTACT YOU FOR SERVICES. YOU UNDERSTAND AND ACCEPT THAT USER INFORMATION HAS NOT BEEN SCREENED OR VALIDATED BY US IN ANY WAY. WE DO NOT GUARANTEE THAT THE INFORMATION PROVIDED BY THE USERS IS ACCURATE, COMPLETE, OR ERROR-FREE, AND ALL RISKS OF USE OR QUALITY ARE YOURS.
Independent Coach’s Indemnification. In addition to the indemnification provision of the Terms of Service, you agree to indemnify, defend and hold harmless Metafy and its directors, officers, and employees from any third-party claim or investigation relating to or arising from (i) any negligent or reckless act or omission or intentional misconduct by you or if an entity any of your officers, directors, employees, or agents; (ii) any physical damage to or destruction of property, equipment and/or facilities resulting from accessing or using your Coaching Services; (iii) any physical injury or death to natural persons resulting therefrom; (iv) any breach by you of applicable law, including federal and state employment laws or breach of these Coach Terms, (v) a determination by a court or agency that you are not an independent contractor; or (vi) your, your affiliates’, or your or their employees’, contractors’ or agents’ activities with respect to your services or the communication, disclosure or use thereof, including without limitation, any breach of the representations and warranties you made. This obligation remains in effect indefinitely.
Limitation of Liability. IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN THE TERMS OF SERVICE, IN NO EVENT SHALL METAFY BE LIABLE TO YOU OR TO ANY OTHER PARTY UNDER THESE COACH TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER METAFY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL METAFY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE COACH TERMS EXCEED THE AMOUNTS PAID BY METAFY TO YOU UNDER THESE COACH TERMS FOR THE COACHING SERVICES OR DELIVERABLES GIVING RISE TO SUCH LIABILITY.
Miscellaneous.
General terms. These Coach Terms are Additional Terms subject to, and that supplement, the Terms. Together with the Privacy Policy, Code of Conduct and any other agreements expressly incorporated by reference into these Coach Terms, these Terms are the entire and exclusive understanding and agreement between you and Metafy regarding your use of the Service as a Coach. If there is a conflict between these Coach Terms and the Terms of Service, the provisions of these Coach Terms control. You and Metafy agree that any disputes arising in connection with these Coach Terms will be resolved by binding arbitration as described in the Terms of Service.
Independent Contractor. You acknowledge that you are an independent contractor and no agency, partnership, joint ventures or employee-employer relationship with Metafy is intended or created by these Coach Terms or any relationship between us, that you have no power or authority to make any commitments on behalf of Metafy, and that Metafy has no power or authority to make any commitments on your behalf. You agree to furnish all tools and materials necessary to accomplish the Coaching Services and shall incur all expenses associated with performance. Metafy and you agree that you will receive no company-sponsored benefits from Metafy, where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If you are reclassified by a state or federal agency or court as Metafy’s employee, you will become a reclassified employee and will receive no benefits from Metafy, except those mandated by state or federal law, even if by the terms of Metafy’s benefit plans or programs of the Metafy in effect at the time of such reclassification, you would otherwise be eligible for such benefits.
Legal Compliance. You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.
Contact Information. The Service is offered by Metafy, located at 447 Broadway, 2nd Fl #707, New York, NY 10013. You may contact us by sending correspondence to that address or by emailing us at
Survival of Coach Terms. Sections 8 (User Content), 9 (Coach Warranties), 10 (User Data), 11 (Termination; Effect of Termination), 12 (Disclaimer; No Warranties), 13 (Independent Coach’s Indemnification), 14 (Limitation of Liability) and 15 (Miscellaneous) of these Coach Terms will survive termination of these Coach Terms in accordance with their terms.
