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MIRO LEGAL INFORMATION

TABLE OF CONTENTS

AI Features Addendum
Code of Conduct
Cookies Policy
Customer Data Processing Addendum
Current Subprocessors List
Developer Terms of Use
Master Cloud Agreement
Miro Imprint
Miro Marketplace Terms of Use
Miro Master Cloud Agreement Guide
Online Community Terms of Use
Open Source Software - Client
Open Source Software - Site
Prior Master Cloud Agreement "MCA" Versions
Privacy Policy
Recruitment Privacy Policy
Terms of Service
1. Overview
2. The Service
3. Support
4. Customer Content
5. Customer Obligations
6. Suspension of Service
7. Third-Party Platforms
8. Technical Services
9. Commercial Terms
10. Warranties and Disclaimers
11. Term and Termination
12. Ownership
13. Limitations of Liability
14. Indemnification
15. Confidentiality
16. Required Disclosures
17. Trials and Betas
18. Publicity
19. Modifications to Agreement
20. General Terms
Definitions
Vendor Data Processing Addendum
Vendor Information Security Schedule
Cookie List

TABLE OF CONTENTS





TERMS OF SERVICE

Any translated versions of the Agreement in a language other than English are
provided as a courtesy only. In the event of any conflict or discrepancy between
any translated version of the Agreement and the English language version, the
English language version shall prevail.

Any translated versions of the Agreement in a language other than English are
provided as a courtesy only. In the event of any conflict or discrepancy between
any translated version of the Agreement and the English language version, the
English language version shall prevail.

Any translated versions of the Agreement in a language other than English are
provided as a courtesy only. In the event of any conflict or discrepancy between
any translated version of the Agreement and the English language version, the
English language version shall prevail.

These are the standard terms of service applicable to all Miro self-serve and
reseller customers. If you have subscribed to an Enterprise Plan, please visit
our Master Cloud Agreement.

These are the standard terms of service applicable to all Miro self-serve and
reseller customers. If you have subscribed to an Enterprise Plan, please visit
our Master Cloud Agreement.

These are the standard terms of service applicable to all Miro self-serve and
reseller customers. If you have subscribed to an Enterprise Plan, please visit
our Master Cloud Agreement.

Publication date July 19, 2021

Effective date September 1, 2021

This Miro Terms of Service (“Agreement”) is entered into by and between
RealtimeBoard Inc. dba Miro or the Miro Affiliate identified in an Order
(“Miro”) and the entity or person placing an order for or accessing the Service
(“Customer” or “you”). This Agreement consists of the terms and conditions set
forth below and any Orders. If you are accessing or using the Service on behalf
of your company, you represent that you are authorized to accept this Agreement
on behalf of your company, and all references to “you” reference your company.

The “Effective Date” of this Agreement is the date which is the earlier of (a)
Customer’s initial access to the Service through any online provisioning,
registration or order process or (b) the effective date of the first Order. This
Agreement will govern Customer’s initial purchase on the Effective Date as well
as any future purchases made by Customer that reference this Agreement. Miro may
modify this Agreement from time to time as permitted in Section 19
(Modifications to Agreement). Purchase from Reseller: If Customer purchases the
Service from an authorized reseller of Miro (“Reseller”), Customer’s use of the
Service will be governed by this Agreement, subject to Section 19.14 (Reseller
Orders) below. By indicating your acceptance of this Agreement or accessing or
using the Service, you are agreeing to be bound by the terms and conditions of
this Agreement. Each party expressly agrees that this Agreement is legally
binding upon it.


1. OVERVIEW

Miro offers a unique Service for visual collaboration that is designed to allow
Users to create, collaborate and centralize communication through interactive
online virtual whiteboards. Customer maintains sole control over the types and
content of all Customer Content it submits to the Service.


2. THE SERVICE

2.1 PERMITTED USE

During the Subscription Term, Customer may access and use the Service only for
its internal business or personal purposes in accordance with the Documentation
and this Agreement, including any usage limits in an Order. This includes the
right to copy and use the Software as part of Customer’s authorized use of the
Service.

2.2 USERS

Only Users may access or use the Service. Each User must keep its login
credentials confidential and not share them with anyone else. Customer is
responsible for its Users’ compliance with this Agreement and actions taken
through their accounts (excluding misuse of accounts caused by Miro’s breach of
this Agreement). Customer will promptly notify Miro if it becomes aware of any
compromise of its User login credentials. Miro uses User account information as
described in its Privacy Policy.

2.3 ADMINISTRATORS

Customer may designate a User as an administrator with control over Customer’s
Service account, including management of Users and Customer Content, as
described in the Documentation. Customer is fully responsible for its choice of
administrators and any actions they take.

2.4 CUSTOMER AFFILIATES

Customer’s Affiliates may use the Service as Users of Customer. Alternatively,
an Affiliate of Customer may enter its own Order(s) as mutually agreed with
Miro, and this creates a separate agreement between the Affiliate and Miro that
incorporates this Agreement with the Affiliate treated as “Customer.” Neither
Customer nor any Customer Affiliate has any rights under each other’s agreement
with Miro, and breach or termination of any such agreement is not breach nor
termination under any other.

2.5 REGISTRATION USING CORPORATE EMAIL

If you created an account using an email address belonging to your employer or
other entity, you represent and warrant that you have authority to create an
account on behalf of such entity and further acknowledge that Miro may share
your email address with and control of your account may be taken over by such
entity (as the “Customer”). Upon such takeover, the administrator controlling
the account may be able to (i) access, disclose, restrict or remove information
from the account, (ii) restrict or terminate your access to the Service and
(iii) prevent you from later disassociating such account from the Customer.

2.6 ACCESS TO THIRD PARTY BOARDS

If you are invited to another Customer’s Board, you acknowledge that your access
to that Board as well as any content you submit will be under the sole control
of that other Customer.

2.7 SHARING SETTINGS

Through the Service you control who you share Boards with (including making
Boards public). Miro has no liability for how others may access or use Customer
Content as a result of your or your Users’ decision to share a Board.

2.8 AGE REQUIREMENT FOR USERS

The Service is not intended for, and may not be used by, anyone under the age of
16. Customer is responsible for ensuring that all Users are at least 16 years
old.

2.9 RESTRICTIONS

Customer will not (and will not permit anyone else to) do any of the following:
(a) provide access to, distribute, sell or sublicense the Service to a third
party, (b) use the Service on behalf of, or to provide any product or service
to, third parties, (c) use the Service to develop a similar or competing product
or service, (d) scrape, data mine, reverse engineer, decompile, disassemble or
seek to access the source code or non-public APIs to or unauthorized data from
the Service, except to the extent expressly permitted by Law (and then only with
prior notice to Miro), (e) modify or create derivative works of the Service or
copy any element of the Service (other than authorized copies of the Software),
(f) remove or obscure any proprietary notices in the Service or otherwise
misrepresent the source of ownership of the Service, (g) publish benchmarks or
performance information about the Service, (h) interfere with the Service’s
operation, circumvent its access restrictions or conduct any security or
vulnerability test of the Service, (i) transmit any viruses or other harmful
materials to the Service, (j) allow Users to share User seats, (k) engage in any
fraudulent, misleading, illegal or unethical activities related to the Service
or (l) use the Service to store or transmit material which contains illegal
content.


3. SUPPORT

During the Subscription Term, Miro will provide Support in accordance with the
Support Policy.


4. CUSTOMER CONTENT

4.1 DATA USE

Customer grants Miro the non-exclusive, worldwide right to use, copy, store,
transmit and display Customer Content and to modify and create derivative works
of Customer Content (for reformatting or other technical purposes), but only as
necessary to provide the Service, Support and any Technical Services to Customer
under this Agreement.

4.2 SECURITY

Miro uses reasonable technical and organizational measures designed to protect
the Service and Customer Content as described in the Security Policy.

4.3 PERSONAL DATA

Each party agrees to comply with the DPA.

4.4 DATA EXPORT

During the Subscription Term or within 30 days thereafter, Customer may export
its Customer Content from the Service using the export features described in the
Documentation. After this export period, Miro may delete Customer Content in
accordance with its standard schedule and procedures. If Customer elects to
proactively delete its account at any time, all associated Customer Content will
be deleted permanently and cannot be retrieved.


5. CUSTOMER OBLIGATIONS

5.1 GENERALLY

Customer is responsible for its Customer Content, including its content and
accuracy, and agrees to comply with Laws in using the Service. Customer
represents and warrants that it has made all disclosures and has all rights,
consents and permissions necessary to use its Customer Content with the Service
and grant Miro the rights in Section 4.1 (Data Use), all without violating or
infringing Laws, third-party rights (including intellectual property, publicity
or privacy rights) or any terms or privacy policies that apply to the Customer
Content.

5.2 PROHIBITED USES

Customer must not use the Service with Prohibited Data or for High Risk
Activities. Customer acknowledges that the Service is not intended to meet any
legal obligations for these uses, including HIPAA requirements, and that Miro is
not a Business Associate as defined under HIPAA. Notwithstanding anything else
in this Agreement, Miro has no liability for Prohibited Data or use of the
Service for High Risk Activities.

5.3 INDIVIDUAL USER ACCOUNT TAKEOVER

The Service may contain functionality allowing Customer to convert accounts
previously registered by individuals using email addresses from Customer’s
domain into User accounts under Customer’s control. Customer represents and
warrants that it has all necessary rights and consents to the extent it converts
any existing accounts registered using email addresses from Customer’s domain
into accounts under Customer’s control.


6. SUSPENSION OF SERVICE

Miro may suspend Customer’s or a User’s access to and use of the Service and
related services if Customer breaches Section 2.8 (Age Requirement for Users),
Section 2.9 (Restrictions) or Section 5 (Customer Obligations), if Customer’s
account is 10 days or more overdue or if Customer’s or User’s actions risk harm
to other customers or the security, availability or integrity of the Service.
Where practicable, Miro will use reasonable efforts to provide Customer with
prior notice of the suspension. Once Customer resolves the issue requiring
suspension, Miro will promptly restore Customer’s or User’s access to the
Service in accordance with this Agreement.


7. THIRD-PARTY PLATFORMS

Customer may choose to use the Service with Third-Party Platforms. Use of
Third-Party Platforms is subject to Customer’s agreement with the relevant
provider and not this Agreement. Miro does not control and has no liability for
Third-Party Platforms, including their security, functionality, operation,
availability or interoperability or how the Third-Party Platforms or their
providers use Customer Content. If Customer enables a Third-Party Platform with
the Service, Miro may access and exchange Customer Content with the Third-Party
Platform on Customer’s behalf.


8. TECHNICAL SERVICES

Any purchased Technical Services are as described in the relevant Order.
Customer will give Miro timely access to Customer Materials reasonably needed
for the Technical Services, and if Customer fails to do so, Miro’s obligation to
provide Technical Services will be excused until access is provided. Miro will
use Customer Materials only for purposes of providing Technical Services. Any
Technical Services deliverables relate to the configuration or use of the
Service. Customer may use Technical Services deliverables only as part of its
authorized use of the Service, subject to the same terms as for the Service in
Section 2 (The Service) and Section 5 (Customer Obligations).


9. COMMERCIAL TERMS

9.1 SUBSCRIPTION TERM

Unless otherwise specified in the applicable Order, each Subscription Term will
renew for successive 12-month periods, unless either party gives the other party
notice of non-renewal at least 90 days before the current Subscription Term
ends. Upon notice of non-renewal, Customer will not be charged for the next
billing cycle but will not receive any refunds or credits for amounts that have
already been charged.

9.2 FEES AND TAXES

Fees are as described in each Order. Customer will reimburse Miro for
pre-approved travel and lodging expenses it incurs in providing Technical
Services. Fees are invoiced on the schedule in the Order and reimbursable
expenses are invoiced in arrears. Customer agrees that Miro may bill Customer’s
credit card or other payment method for renewals, expenses and any other unpaid
fees, as applicable. Customer may change its payment method information by
entering updated information through the user interface of the Service. Unless
the Order provides otherwise, all fees and expenses are due within 30 days of
the billing date specified in the applicable Order. Fees for renewal
Subscription Terms are at Miro’s then-current rates, regardless of any
discounted pricing in a prior Order. Late payments are subject to a service
charge of 1.5% per month or the maximum amount allowed by Law, whichever is
less. All fees and expenses are non-refundable except as set out in Section 10.2
(Warranty Remedy) and Section 14.4 (Mitigation and Exceptions). Customer is
responsible for any sales, use, goods and services, value-added, withholding or
similar taxes or levies that apply to its Orders, whether domestic or foreign
(“Taxes”), other than Miro’s income tax. Fees and expenses are exclusive of
Taxes.


10. WARRANTIES AND DISCLAIMERS

10.1 LIMITED WARRANTY

Miro warrants to Customer that:

(a) the Service will perform materially as described in the Documentation and
Miro will not materially decrease the overall functionality of the Service
during a Subscription Term (the “Performance Warranty”) and (b) Miro will
perform any Technical Services in a professional and workmanlike manner (the
“Technical Services Warranty”).

10.2 WARRANTY REMEDY

If Miro breaches Section 10.1 (Limited Warranty) and Customer makes a reasonably
detailed warranty claim within 30 days of discovering the issue, then Miro will
use reasonable efforts to correct the non-conformity. If Miro cannot do so
within 60 days of Customer’s warranty claim, either party may terminate the
affected Order as relates to the non-conforming Service or Technical Services.
Miro will then refund to Customer any pre-paid, unused fees for the terminated
portion of the Subscription Term (for the Performance Warranty) or for the
non-conforming Technical Services (for the Technical Services Warranty). These
procedures are Customer’s exclusive remedy and Miro’s entire liability for
breach of the warranties in Section 10.1. These warranties do not apply to (a)
issues caused by misuse or unauthorized modifications, (b) issues in or caused
by Third-Party Platforms or other third-party systems or (c) Trials and Betas or
other free or evaluation use.

10.3 DISCLAIMERS

Except as expressly provided in Section 10.1 (Limited Warranty), the Service,
Support, Technical Services and all related Miro services are provided “AS IS”.
Miro and its suppliers make no other warranties, whether express, implied,
statutory or otherwise, including warranties of merchantability, fitness for a
particular purpose, title or noninfringement. Without limiting its express
obligations in Section 3 (Support), Miro does not warrant that Customer’s use of
the Service will be uninterrupted or error-free or that the Service will meet
Customer’s requirements, operate in combination with third-party services used
by Customer or maintain Customer Content without loss. Miro is not liable for
delays, failures or problems inherent in use of the Internet and electronic
communications or other systems outside Miro’s control. Customer may have other
statutory rights, but any statutorily required warranties will be limited to the
shortest legally permitted period.


11. TERM AND TERMINATION

11.1 TERM

This Agreement starts on the Effective Date and continues until 90 days after
expiration or termination of all Subscription Terms.

11.2 TERMINATION FOR CAUSE

Either party may terminate this Agreement (including all Orders) if the other
party (a) fails to cure a material breach of this Agreement (including a failure
to pay fees) within 30 days after notice, (b) ceases operation without a
successor or (c) seeks protection under a bankruptcy, receivership, trust deed,
creditors’ arrangement, composition or comparable proceeding, or if such a
proceeding is instituted against that party and not dismissed within 60 days.

11.3 TERMINATION FOR CONVENIENCE

Either party may terminate this Agreement (including all Orders) at any time for
any reason upon 90 days’ notice to the other party, provided (i) Customer will
not be entitled to a refund of any pre-paid fees and (ii) if Customer has not
already paid all applicable fees for the then-current Subscription Term, any
such fees that are outstanding will become immediately due and payable.

11.4 EFFECT OF TERMINATION

Upon expiration or termination of this Agreement or an Order, Customer’s access
to the Service and Technical Services will cease, other than limited use of the
Service to export Customer Content as described in Section 4.4 (Data Export). At
the disclosing party’s request upon expiration or termination of this Agreement,
the receiving party will delete all of the disclosing party’s Confidential
Information (excluding Customer Content, which is addressed in Section 4.4).
Customer Content and other Confidential Information may be retained in the
receiving party’s standard backups after deletion but will remain subject to
this Agreement’s confidentiality restrictions.

11.5 SURVIVAL

These Sections survive expiration or termination of this Agreement: 2.9
(Restrictions), 4.4 (Data Export), 5 (Customer Obligations), 9.2 (Fees and
Taxes), 10.3 (Disclaimers), 11.4 (Effect of Termination), 11.5 (Survival), 12
(Ownership), 13 (Limitations of Liability), 14 (Indemnification), 15
(Confidentiality), 16 (Required Disclosures), 20 (General Terms) and 21
(Definitions). Except where an exclusive remedy is provided, exercising a remedy
under this Agreement, including termination, does not limit other remedies a
party may have.


12. OWNERSHIP

Neither party grants the other any rights or licenses not expressly set out in
this Agreement. Except for Miro’s use rights in this Agreement, between the
parties Customer retains all intellectual property and other rights in Customer
Content and Customer Materials provided to Miro. Except for Customer’s use
rights in this Agreement, Miro and its licensors retain all intellectual
property and other rights in the Service, any Technical Services deliverables
and related Miro technology, templates, formats and dashboards, including any
modifications or improvements to these items made by Miro. Miro may generate and
use Usage Data to operate, improve, analyze and support the Service and for
other lawful business purposes. If Customer provides Miro with feedback or
suggestions regarding the Service or other Miro offerings, Miro may use the
feedback or suggestions without restriction or obligation.


13. LIMITATIONS OF LIABILITY

13.1 CONSEQUENTIAL DAMAGES WAIVER

The disclaimer in this Section 13.1 (Consequential Damages Waiver) will not
apply to the extent prohibited by Laws. Except for Excluded Claims, neither
party (nor its suppliers) will have any liability arising out of or related to
this Agreement for any loss of use, lost data, lost profits, failure of security
mechanisms, revenues, goodwill, interruption of business or any indirect,
special, incidental, reliance or consequential damages of any kind, even if
informed of their possibility in advance.

13.2 LIABILITY CAP

Except for Excluded Claims, each party’s (and its suppliers’) entire liability
arising out of or related to this Agreement will not exceed in aggregate the
amounts paid or payable by Customer to Miro during the prior 12 months under
this Agreement.

13.3 EXCLUDED CLAIMS

“Excluded Claims” means: (a) Customer’s breach of Sections 2.9 (Restrictions) or
5 (Customer Obligations), (b) either party’s breach of Section 15
(Confidentiality) (but excluding claims relating to Customer Content), (c)
amounts payable to third parties under Customer’s obligations in Section 14.2
(Indemnification by Customer), (d) either party’s willful misconduct or (e)
Miro’s performance of the Service that results in death, personal injury or
damage to tangible property.

13.4 NATURE OF CLAIMS AND FAILURE OF ESSENTIAL PURPOSE

The waivers and limitations in this Section 13 apply regardless of the form of
action, whether in contract, tort (including negligence), strict liability or
otherwise and will survive and apply even if any limited remedy in this
Agreement fails of its essential purpose.


14. INDEMNIFICATION

14.1 INDEMNIFICATION BY MIRO

Miro will defend Customer from and against any third-party claim to the extent
alleging that the Service, when used by Customer as authorized in this
Agreement, infringes a third party’s patent, copyright, trademark or trade
secret, and will indemnify and hold harmless Customer against any damages or
costs awarded against Customer (including reasonable attorneys’ fees) or agreed
in settlement by Miro resulting from the claim.

14.2 INDEMNIFICATION BY CUSTOMER

Customer will defend Miro from and against any third-party claim to the extent
resulting from Customer Content, Customer Materials or Customer’s breach or
alleged breach of Section 5 (Customer Obligations), and will indemnify and hold
harmless Miro against any damages or costs awarded against Miro (including
reasonable attorneys’ fees) or agreed in settlement by Customer resulting from
the claim.

14.3 PROCEDURES

The indemnifying party’s obligations in this Section 14 are subject to receiving
(a) prompt notice of the claim, (b) the exclusive right to control and direct
the investigation, defense and settlement of the claim and (c) all reasonably
necessary cooperation of the indemnified party, at the indemnifying party’s
expense for reasonable out-of-pocket costs. The indemnifying party may not
settle any claim without the indemnified party’s prior consent if settlement
would require the indemnified party to admit fault or take or refrain from
taking any action (other than relating to use of the Service, when Miro is the
indemnifying party). The indemnified party may participate in a claim with its
own counsel at its own expense.

14.4 MITIGATION AND EXCEPTIONS

In response to an actual or potential infringement claim, if required by
settlement or injunction or as Miro determines necessary to avoid material
liability, Miro may at its option: (a) procure rights for Customer’s continued
use of the Service, (b) replace or modify the allegedly infringing portion of
the Service to avoid infringement without reducing the Service’s overall
functionality or (c) terminate the affected Order and refund to Customer any
pre-paid, unused fees for the terminated portion of the Subscription Term.
Miro’s obligations in this Section 14 do not apply (1) to the extent
infringement results from Customer’s modification of the Service or use of the
Service in combination with items not specified in the Documentation or provided
by Miro (including Third-Party Platforms), (2) to infringement resulting from
Software other than the most recent release provided by Miro, (3) to
unauthorized use of the Service, (4) if Customer settles or makes any admissions
about a claim without Miro’s prior consent, (5) if Customer continues to use the
Service (or any element thereof) after being notified of allegedly infringing
activity or informed of modifications that would have avoided the alleged
infringement or (6) to Trials and Betas or other free or evaluation use. This
Section 14 sets out Customer’s exclusive remedy and Miro’s entire liability
regarding infringement of third-party intellectual property rights.


15. CONFIDENTIALITY

15.1 DEFINITION

“Confidential Information” means information disclosed to the receiving party
under this Agreement that is designated by the disclosing party as proprietary
or confidential or that should be reasonably understood to be proprietary or
confidential due to its nature and the circumstances of its disclosure. Miro’s
Confidential Information includes the terms and conditions of this Agreement and
any technical or performance information about the Service. Customer’s
Confidential Information includes Customer Content.

15.2 OBLIGATIONS

As receiving party, each party will (a) hold Confidential Information in
confidence and not disclose it to third parties except as permitted in this
Agreement, including Section 4.1 (Data Use), and (b) only use Confidential
Information to fulfill its obligations and exercise its rights in this
Agreement. The receiving party may disclose Confidential Information to its
employees, agents, contractors and other representatives having a legitimate
need to know (including, for Miro, the subcontractors referenced in Section
20.9), provided it remains responsible for their compliance with this Section 15
and they are bound to confidentiality obligations no less protective than this
Section 15.

15.3 EXCLUSIONS

These confidentiality obligations do not apply to information that the receiving
party can document (a) is or becomes public knowledge through no fault of the
receiving party, (b) it rightfully knew or possessed prior to receipt under this
Agreement, (c) it rightfully received from a third party without breach of
confidentiality obligations or (d) it independently developed without using the
disclosing party’s Confidential Information.

15.4. REMEDIES

Unauthorized use or disclosure of Confidential Information may cause substantial
harm for which damages alone are an insufficient remedy. Each party may seek
appropriate equitable relief, in addition to other available remedies, for
breach or threatened breach of this Section 15.


16. REQUIRED DISCLOSURES

Nothing in this Agreement prohibits either party from making disclosures,
including of Customer Content and other Confidential Information, if required by
Law, subpoena or court order, provided (if permitted by Law) it notifies the
other party in advance and cooperates in any effort to obtain confidential
treatment.


17. TRIALS AND BETAS

If Customer receives access to the Service or Service features on a free or
trial basis or as an alpha, beta or early access offering (“Trials and Betas”),
use is permitted only for Customer’s internal evaluation during the period
designated by Miro (or if not designated, 30 days). Trials and Betas are
optional and either party may terminate Trials and Betas at any time for any
reason. Trials and Betas may be inoperable, incomplete or include features that
Miro may never release, and their features and performance information are
Miro’s Confidential Information. Notwithstanding anything else in this
Agreement, Miro provides Trials and Betas “AS IS” with no warranty, indemnity or
support and its liability for Trials and Betas will not exceed US$50.


18. PUBLICITY

Neither party may publicly announce this Agreement except with the other party’s
prior consent or as required by Laws. However, Miro may include Customer and its
trademarks in Miro’s customer lists and promotional materials but will cease
this use at Customer’s written request.


19. MODIFICATIONS TO AGREEMENT

Miro may modify this Agreement (which may include changes to Service pricing and
plans) from time to time by giving notice to Customer by email or through the
Service. Unless a shorter period is specified by Miro (e.g., due to changes in
the Law or exigent circumstances), modifications become effective upon renewal
of Customer’s current Subscription Term or entry into a new Order. If Miro
specifies that the modifications to the Agreement will take effect prior to
Customer’s next renewal or Order and Customer notifies Miro of its objection to
the modifications within 30 days after the date of such notice, Miro (at its
option and as Customer’s exclusive remedy) will either: (a) permit Customer to
continue under the existing version of this Agreement until expiration of the
then-current Subscription Term (after which time the modified Agreement will go
into effect) or (b) allow Customer to terminate this Agreement and receive a
refund of any pre-paid Service fees allocable to the terminated portion of the
applicable Subscription Term. Customer may be required to click to accept or
otherwise agree to the modified Agreement in order to continue using the
Service, and, in any event, continued use of the Service after the updated
version of this Agreement goes into effect will constitute Customer’s acceptance
of such updated version.


20. GENERAL TERMS

20.1 ASSIGNMENT

Neither party may assign this Agreement without the prior consent of the other
party, except that either party may assign this Agreement in connection with a
merger, reorganization, acquisition or other transfer of all or substantially
all its assets or voting securities. Any non-permitted assignment is void. This
Agreement will bind and inure to the benefit of each party’s permitted
successors and assigns.

20.2 GOVERNING LAW, JURISDICTION AND VENUE

This Agreement is governed by the laws of the State of California and the United
States without regard to conflicts of laws provisions and without regard to the
United Nations Convention on the International Sale of Goods. The jurisdiction
and venue for actions related to this Agreement will be the state and United
States federal courts located in San Francisco, California and both parties
submit to the personal jurisdiction of those courts.

20.3 ATTORNEYS’ FEES AND COSTS

The prevailing party in any action to enforce this Agreement will be entitled to
recover its reasonable attorneys’ fees and costs in connection with such action.

20.4 NOTICES

Except as set out in this Agreement, any notice or consent under this Agreement
must be in writing and will be deemed given: (a) upon receipt if by personal
delivery, (b) upon receipt if by certified or registered U.S. mail (return
receipt requested) or (c) one day after dispatch if by a commercial overnight
delivery service. If to Miro, notice must be provided to RealtimeBoard Inc. dba
Miro, 201 Spear Street, Suite 1100, San Francisco, CA 94105, Attention: Legal
Department. All notices to Miro must include a copy emailed to legal@miro.com.
If to Customer, Miro may provide notice to the address Customer provided at
registration. Either party may update its address with notice to the other
party. Miro may also send operational notices to Customer by email or through
the Service.

20.5 ENTIRE AGREEMENT

This Agreement (which includes all Orders, the Policies and the DPA) is the
parties’ entire agreement regarding its subject matter and supersedes any prior
or contemporaneous agreements regarding its subject matter. In this Agreement,
headings are for convenience only and “including” and similar terms are to be
construed without limitation. This Agreement may be executed in counterparts
(including electronic copies and PDFs), each of which is deemed an original and
which together form one and the same agreement.

20.6 AMENDMENTS

Except as otherwise provided herein, any amendments, modifications or
supplements to this Agreement must be in writing and signed by each party’s
authorized representatives or, as appropriate, agreed through electronic means
provided by Miro. Nonetheless, with notice to Customer, Miro may modify the
Policies to reflect new features or changing practices, but the modifications
will not materially decrease Miro’s overall obligations during a Subscription
Term. The terms in any past, contemporaneous or future Customer purchase order,
business form or vendor management portal will not amend or modify this
Agreement and are expressly rejected by Miro; any of these documents are for
administrative purposes only and have no legal effect.

20.7 WAIVERS AND SEVERABILITY

Waivers must be signed by the waiving party’s authorized representative and
cannot be implied from conduct. If any provision of this Agreement is held
invalid, illegal or unenforceable, it will be limited to the minimum extent
necessary so the rest of this Agreement remains in effect.

20.8 FORCE MAJEURE

Neither party is liable for any delay or failure to perform any obligation under
this Agreement (except for a failure to pay fees) due to events beyond its
reasonable control, such as a strike, blockade, war, act of terrorism, riot,
Internet or utility failures, refusal of government license or natural disaster.

20.9 SUBCONTRACTORS

Miro may use subcontractors and permit them to exercise Miro’s rights, but Miro
remains responsible for their compliance with this Agreement and for its overall
performance under this Agreement.

20.10 INDEPENDENT CONTRACTORS

The parties are independent contractors, not agents, partners or joint
venturers.

20.11 EXPORT

Customer agrees to comply with all relevant U.S. and foreign export and import
Laws in using the Service. Customer (a) represents and warrants that it is not
listed on any U.S. government list of prohibited or restricted parties or
located in (or a national of) a country that is subject to a U.S. government
embargo or that has been designated by the U.S. government as a “terrorist
supporting” country, (b) agrees not to access or use the Service in violation of
any U.S. export embargo, prohibition or restriction and (c) will not submit to
the Service any information controlled under the U.S. International Traffic in
Arms Regulations.

20.12 OPEN SOURCE

The Software may incorporate third-party open source software (“OSS”), as listed
in the Documentation or by Miro upon request. To the extent required by the OSS
license, that license will apply to the OSS on a stand-alone basis instead of
this Agreement.

20.13 GOVERNMENT END-USERS

Elements of the Service are commercial computer software. If the user or
licensee of the Service is an agency, department, or other entity of the United
States Government, the use, duplication, reproduction, release, modification,
disclosure, or transfer of the Service or any related documentation of any kind,
including technical data and manuals, is restricted by the terms of this
Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian
purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for
military purposes. The Service was developed fully at private expense. All other
use is prohibited.

20.14 RESELLER ORDERS

This Section applies to any access to the Service purchased by Customer through
a Reseller. (a) Commercial Terms. Instead of paying Miro, Customer will pay
applicable amounts to the Reseller as agreed between Customer and the Reseller.
Customer’s order details (e.g., scope of use and fees) will be as stated in the
Order placed by the Reseller with Miro on Customer’s behalf. The Reseller is
responsible for the accuracy of such Order. Miro may suspend or terminate
Customer’s rights to use the Service if it does not receive the corresponding
payment from the Reseller. If Customer is entitled to a refund under this
Agreement, Miro will refund any applicable fees to the Reseller and the Reseller
will be solely responsible for refunding the appropriate amounts to Customer,
unless otherwise specified. (b) Relationship with Miro. This Agreement is
directly between Miro and Customer and governs all use of the Service by
Customer. Resellers are not authorized to modify this Agreement or make any
promises or commitments on Miro’s behalf, and Miro is not bound by any
obligations to Customer other than as set forth in this Agreement. Miro is not
party to (or responsible under) any separate agreement between Customer and
Reseller and is not responsible for the Reseller’s acts, omissions, products or
services. The amount paid or payable by the Reseller to Miro for Customer’s use
of the applicable Service under this Agreement will be deemed the amount paid or
payable by Customer to Miro under this Agreement for purposes of Section 13
(Limitations of Liability).


DEFINITIONS

“Affiliate” means an entity that, directly or indirectly, owns or controls, is
owned or controlled by, or is under common ownership or control with a party,
where “ownership” means the beneficial ownership of fifty percent (50%) or more
of an entity’s voting equity securities or other equivalent voting interests and
“control” means the power to direct the management or affairs of an entity.

“Board” means an online virtual whiteboard or other element of the Service
displaying Customer Content.

“Customer Content” means any data, content or materials that Customer (including
its Users) creates within or submits to the Service, including from Third-Party
Platforms.

“Customer Materials” means materials, systems and other resources that Customer
provides to Miro in connection with Technical Services.

“DPA” means the Data Processing Addendum between the parties, the current
version of which is here.

“Documentation” means Miro’s usage guidelines and standard technical
documentation for the Service, the current version of which is here.

“High Risk Activities” means activities where use or failure of the Service
could lead to death, personal injury or environmental damage, including life
support systems, emergency services, nuclear facilities, autonomous vehicles or
air traffic control.

“Laws” means all relevant local, state, federal and international laws,
regulations and conventions, including those related to data privacy and data
transfer, international communications and export of technical or personal data.

“Order” means any Miro-provided ordering document, online registration, order
description or order confirmation referencing this Agreement.

“Policies” means the Privacy Policy, Security Policy and Support Policy.

“Privacy Policy” means the Privacy Policy, the current version of which is here.

“Prohibited Data” means any (a) special categories of data enumerated in
European Union Regulation 2016/679, Article 9(1) or any successor legislation,
(b) patient, medical or other protected health information regulated by the
Health Insurance Portability and Accountability Act (as amended and
supplemented) (“HIPAA”), (c) credit, debit or other payment card data subject to
the Payment Card Industry Data Security Standards (PCI DSS), (d) other
information subject to regulation or protection under specific Laws such as the
Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related
rules or regulations), (e) social security numbers, driver’s license numbers or
other government ID numbers or (f) any data similar to the above protected under
foreign or domestic Laws.

“Security Policy” means the Miro Security Policy, the current version of which
is here.

“Service” means Miro’s proprietary cloud service, as identified in the relevant
Order and as modified from time to time. The Service includes the Software and
Documentation but does not include Technical Services deliverables or
Third-Party Platforms.

“Software” means any Miro client software, scripts, apps or other code provided
to Customer by Miro for use with the Service.

“Subscription Term” means the term for Customer’s use of the Service as
identified in an Order.

“Support” means support for the Service as described in the Support Policy.
Customer’s Support level will be identified in its Order.

“Support Policy” means the Miro Support Policy, the current version of which is
here.

“Technical Services” means any training, enablement or other technical services
provided by Miro related to the Service, as identified in an Order.

“Third-Party Platform” means any platform, add-on, service, product, app or
integration not provided by Miro that Customer elects to integrate or enable for
use with the Service.

“Usage Data” means Miro’s technical logs, data and learnings about Customer’s
use of the Service, but excluding Customer Content.

“User” means any individual that Customer or its Affiliate permits or invites to
use the Service, as further described in the Documentation.

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App StoreGoogle Play
Miro© 2024Terms of ServicePrivacy PolicyManage Cookies
 * Product
    * Online whiteboard
    * Apps & Integrations
    * Templates
    * Miroverse
    * Miro Developer Platform
    * Miro for Devices
    * Enterprise Guard
    * Accessibility
    * Changelog

 * Solutions
    * Meetings and Workshops
    * Brainstorming & Ideation
    * Agile Workflows
    * Diagramming
    * Research & Design
    * Strategy & Planning
    * Mind Map
    * Concept Map
    * Online Sticky Notes
    * Flowchart Maker
    * Wireframe

 * Resources
    * Miro Academy
    * Help Center
    * Blog
    * Status
    * Miro Community
    * Miro Events

 * Company
    * About us
    * Careers 🚀
    * Miro in the News
    * Customer Stories

 * Plans and Pricing
    * Pricing
    * Business
    * Enterprise
    * Consultants
    * Education
    * Startups
    * NPOs
    * Contact sales

 * Twitter
 * Facebook
 * LinkedIn
 * Instagram
 * Youtube

en
Current language is: English

   Select your language

   Select your language
   
   
 * English
 * Deutsch
 * Español
 * Français
 * Nederlands
 * Português
 * 日本語
 * 한국어

App StoreGoogle Play
Miro© 2024Terms of ServicePrivacy PolicyManage Cookies