Welcome to Miro’s Community Leader Program! RealtimeBoard, Inc. dba Miro (“Company”, “we” or “us”) offers online collaboration software as a service (SaaS) and related tools on www.miro.com (“Company Service”). As a community leader of Miro, you (“Community Leader” or “you”) help moderate and manage Miro user group(s) to spread the word about the Company to others and in exchange become eligible to receive Community Leader Perks (“Perks”). To participate, you must click-accept these terms and conditions (“Terms”) governing the Community Leader Program (“Community Leader Program”). By accepting these Terms through a clickable or similar action though our website, you hereby acknowledge, agree and accept the terms and conditions of these Terms.
Community Leader Perks:
Unlimited access and interaction to Miro closed leaders community;
Limited access and interaction with Miro team;
Early access to new platform features;
Be a Miro user for at least 6 months;
Complete Community Leader Program application;
Adhere to Community Leader Program guidelines and code of conduct;
Contribute to the Miro community through forums, content, social media outlets, seminars, meet-ups and/or other events and initiatives sponsored by Miro.
Subject to these Terms, Community Leader may distribute any materials provided by the Company to Community Leader (“Company Materials”) to any third party who is interested in the Company Service.
Rules and Restrictions
Community Leader represents, warrants and covenants that it shall: (a) ensure that its activities under these Terms comply with all applicable laws, rules and regulations (including laws related to anti-corruption/anti-bribery); and (b) not, nor allow any third party to (i) alter or edit any Company Materials; (ii) distribute Company Materials electronically or otherwise except as permitted by these Terms; (iii) post Company Materials on property other than Community Leader’s without prior written consent of the owner; (iv) make any representations or warranties on behalf of Company or regarding any Company Service; or (v) engage in any fraudulent or illegal activity. Company agrees to offer to Community Leader the then-current perks set forth in the Program guidelines. Company may modify the terms of any Company Service or Materials offered by Company and any Perks that may be offered to Community Leader at any time. Any expenses incurred by Community Leader related to the Program shall be subject to prior written approval by the Company and must be submitted in compliance with the Company’s Travel and Expense Policies.
Term and Termination
These Terms will take effect as of the date of last signature below and will continue until terminated by either party in accordance with this Section 4 (the “Term”). Either party may terminate these Terms for convenience upon seven (7) days’ written notice to the other party (email sufficient), and Company may terminate immediately for your breach of these Terms. Upon any expiration or termination of these Terms, Community Leader shall cease distributing Company Materials and return to Company any Confidential Information in its possession, or destroy such Confidential Information and certify destruction. Termination is not an exclusive remedy and the exercise by either party of any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms. Sections 2 (Rules and Restrictions), 3 (Term and Termination), 4 (Warranty Disclaimer), 5 (Limitation of Liability), 6 (Indemnification), 7 (Confidential Information; Ownership) and 8 (General) will survive any termination or expiration of these Terms.
THE COMPANY WEBSITE, COMPANY SERVICE AND COMPANY MATERIALS ARE PROVIDED “AS IS”. COMPANY DOES NOT MAKE AND HEREBY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY REPRESENTATIONS, WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
Limitation of Liability
COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THESE TERMS, COMPANY’S ENTIRE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNT PAYABLE BY COMPANY TO AMBASSADOR UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE INCURRING OF ANY SUCH LIABILITY. The parties agree that the limitations specified in this Section 6 will survive and apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.
Community Leader hereby agrees to defend (at Company’s request), indemnify and hold harmless Company, its affiliates, and each of their respective officers, directors, employees, representatives, licensees and agents, from and against and in respect of any and all claims, demands, actions, losses, liabilities, costs, expenses and damages of any kind or nature (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with: (a) Community Leader’s breach or alleged breach of this Agreement; or (b) the negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Community Leader or its agents, employees or representatives. Company will give Community Leader prompt written notice of any Claim and will cooperate in relation to the Claim at Community Leader’s expense. Company may participate in the defense of any Claim at its expense.
Confidential Information; Ownership
Information you learn about the Company Service (including any performance data) and any other non-public information you may learn about Company during your participation in the Community Leader Program is highly confidential to Company (“Confidential Information”). You agree to use Confidential Information only as part of your participation in the Community Leader Program and for no other purpose. If you breach this Section 7, Company will be entitled to seek equitable relief to protect its interest (among other remedies). Company and its suppliers retain all right, title and interest (including all intellectual property rights) in and to all Confidential Information, trademarks and brand elements, the Company Service, any related underlying technology and documentation, and any modification or derivative works thereto. You have no permission to use any Company trademarks or other brand elements except as embodied in the Company Materials.
Community Leader may not transfer, assign or delegate any of its rights or obligations under this Agreement. Company may freely transfer, assign or delegate any of its rights or obligations under this Agreement. Non-permitted assignments are void. Community Leader is an independent contractor of Company and not an employee, partner, agent or joint venture partner and Community Leader is not eligible for any benefits (including stock options, health insurance or retirement benefits) normally provided by Company to its employees. Any notice or consent under this Agreement will be in writing to the addresses specified below. If any provision is found to be unenforceable, it (and related provisions) will be interpreted to best accomplish the parties’ intended purpose. In this Agreement, “including” means “including without limitation” (and similar terms will be construed without limitation) and headings are for convenience only and will not affect interpretation. Amendments must be in writing and signed by both parties. Waivers must be signed by the waiving party and one waiver will not imply any future waiver. This Agreement will be construed pursuant to the laws of, the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any suit or proceeding arising out of or relating to this Agreement must be commenced in a federal court in the Northern District of California or in a state court in San Francisco, California, and each party irrevocably submits to the jurisdiction and venue of such courts. This Agreement is non-exclusive; nothing herein prohibits Company from creating or offering any similar product or service or entering into any similar agreement with any other party. This Agreement is the parties’ entire agreement regarding its subject matter and supersedes and cancels all previous agreements and communications (written or oral) relating to its subject matter.