Published Date: July 26 2022
You may not access or use the Miro Marketplace for purposes of monitoring Miro, its applications, or its services, including the functionality or performance thereof, or for any other benchmarking or competitive purposes.
1.2 The Miro Marketplace is not intended for, and may not be used by, anyone under the age of 16. You represent that you are at least 16 years old, and you are responsible for ensuring that all users accessing the Miro Marketplace on your behalf are at least 16 years old.
1.5 The listing for each App will identify the provider of the App, which may be Miro or a third party. Apps for which Miro is the provider are “Miro Apps”, and Apps for which the provider is a third party are “Third-Party Apps”.
1.7 You are solely responsible for the payment of any fees directly to the provider of a Third-Party App (as applicable), and Miro is not responsible for billing disputes arising from purchases made for Third-Party Apps. Miro does not process any such payments, nor is Miro able to issue refunds for such payments. Miro is not responsible for the pricing of Third-Party Apps.
Provision of the Miro Marketplace.
2.1 For any or no reason, and at its sole discretion, Miro may cease providing the Miro Marketplace (in whole or in part, and temporarily or permanently), to you or to users generally, without notice to you.
2.2 Miro may disable or suspend access to your account on the Miro Marketplace for any or no reason, at its sole discretion, and without notice to you.
2.3 Miro is not responsible for or liable in any way for supporting any Third-Party Apps.
2.4 Miro reserves the right (but will have no obligation) to modify, refuse, review, or remove any App from the Miro Marketplace for any or no reason, at its sole discretion, and without notice to you.
Use of Data.
3.3 You authorize Miro to generate and use technical data and related information (including Miro’s technical logs, data, and learnings about your use of the Miro Marketplace and Miro Apps) in a non-personally identifiable format to operate, improve, analyze, and support the Miro Marketplace and Miro Apps and for other lawful purposes. Providers of Third-Party Apps may also use this information in a non-personally identifiable format to operate, improve, analyze, and support their Third-Party Apps.
3.4 Your use of the Miro Marketplace and the Apps will comply with all applicable Laws, including those related to data privacy.
Miro may enter into agreements with certain third parties in order to promote and market the Apps. Miro shall not be liable for: (i) the actions or conflicting representations made by its such third parties; (ii) any additional obligations that such third parties have to Customers; or (iii) any products or services that such third parties may supply to you under any separate terms or agreements, which shall govern such provision.
CERTAIN LINKS ON THE MIRO MARKETPLACE WILL ALLOW YOU TO VISIT THIRD-PARTY WEBSITES. SUCH WEBSITES ARE NOT UNDER MIRO’S CONTROL AND MIRO ISN’T RESPONSIBLE FOR CONTENTS OF SUCH WEBSITES, ANY LINKS PROVIDED THEREIN, OR ANY UPDATES THERETO. MIRO MAKES SUCH LINKS AVAILABLE TO YOU AS A CONVENIENCE, AND MIRO’S INCLUSION OF SUCH LINKS ON THE MIRO MARKETPLACE DOES NOT IMPLY MIRO’S ENDORSEMENT OF SUCH THIRD-PARTY WEBSITES (OR THEIR PRODUCTS AND SERVICES).
App Reviews and Comments.
6.1 To the extent the Miro Marketplace allows you to post reviews of and/or post comments about Apps on the Miro Marketplace, the following will apply:
6.1.1 When you post a review or comment on the Miro Marketplace, your name and profile information may appear. If you do not want this information to appear, you may not post reviews or comments on the Miro Marketplace.
6.1.2 Miro may, at its sole discretion and for any or no reason at any time, remove or edit any review or comment on the Miro Marketplace.
6.1.3 Miro does not assert any ownership rights in the content of reviews or comments that you post on the Miro Marketplace. However, you hereby grant Miro a non-exclusive, worldwide, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), full paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform, and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do same.
Your Use of the Miro Marketplace.
7.1 You may be required to provide certain personal information about yourself in order to access or use certain Apps. It is your responsibility to ensure that any such information that you provide to Miro is accurate, correct, and current.
7.3 Unless otherwise agreed by separate agreement between you and Miro, you are prohibited from the following:
7.3.1 Access (or attempt to access) the Miro Marketplace by any means not provided by Miro;
7.3.2 Provide access to, distribute, resell, sell, or sublicense the Miro Marketplace (or any element thereof) for any purpose;
7.3.3 Access or use the Miro Marketplace on behalf of third parties;
7.3.4 Use the Miro Marketplace to develop a similar or competing product or service;
7.3.5 Decompile, disassemble, reverse engineer, or otherwise seek to access the source code or non-public APIs of the Miro Marketplace or Apps, except to the extent expressly permitted by Law (and then only with prior notice to Miro);
7.3.6 Take any action to circumvent or defeat the security or content usage rules deployed, enforced, or provided by any functionality in the Apps;
7.3.7 Use the Apps to access, copy, transcode, transfer, or retransmit content in violation of any Law or third party rights;
7.3.8 Modify or create derivative works of the Miro Marketplace, copy any element of the Miro Marketplace, or incorporate the Miro Marketplace into or with other products or services;
7.3.9 Remove or obscure any product identification or proprietary notices in the Miro Marketplace or Apps;
7.3.10 Publish benchmarks or performance information about the Miro Marketplace;
7.3.11 Interfere with the Miro Marketplace’s operation, circumvent its access restrictions, or conduct any security or vulnerability test of the Miro Marketplace;
7.3.12 Transmit any viruses or other harmful materials to or through the Miro Marketplace; or
7.3.13 Authorize, enable, encourage, induce, or permit any Customer or other third party to do any of the above.
7.5 You are solely responsible for any and all tax Laws applicable to your use of the Miro Marketplace or Apps, including but not limited to the reporting and payment of any applicable taxes.
7.7 YOU MUST NOT USE THE MIRO MARKETPLACE AND/OR MIRO APPS WITH PROHIBITED DATA OR FOR HIGH RISK ACTIVITIES. YOU ACKNOWLEDGE THAT THE MIRO MARKETPLACE AND MIRO APPS ARE 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 MIRO MARKETPLACE AND/OR MIRO APPS FOR HIGH RISK ACTIVITIES.
7.8 You do not need a Miro account to access and browse the Miro Marketplace, but you do need a Miro account to use any Apps.
7.9 Miro reserves the right to limit the number of requests that you can make to the Miro Marketplace in order to protect Miro’s systems.
Your Use of Apps
8.3 From time to time, certain Apps may communicate with their provider for the purpose of checking for available App updates. You acknowledge that by choosing to install such Apps, you may be agreeing that such updates will be automatically installed without further notice to you.
8.4 The Miro Marketplace and Miro Apps are constantly evolving as Miro refines, adds, and potentially removes features with the needs of Customers in mind. You acknowledge that any such modifications may have an adverse effect on the Miro Apps, including without limitation changing the manner in which a Miro App communicates with the Service, and you agree that Miro will not be liable to you in any way for such adverse effect.
8.5 Your access to and use of the Miro Marketplace and Apps may be subject to Laws related to export controls in connection with such access and use. You (a) agree to comply with all relevant U.S. and foreign export and import Laws in accessing and using the Miro Marketplace and any Apps, (b) agree not to access or use the Miro Marketplace or any Apps in violation of any U.S. export embargo, prohibition, or restriction, and (c) will not (and will not authorize, enable, encourage, induce, or permit any third party to) access or use the Miro Marketplace or any Apps in violation of any U.S. export embargo, prohibition, or restriction, or submit to the Miro Marketplace or any App any information controlled under the U.S. International Traffic in Arms Regulations. Further, you represent and warrant that you are 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.
9.2 As a material condition of the indemnification provided in this Section 9 (Indemnification), promptly after Miro obtains knowledge of the existence or commencement of a claim, Miro will notify you of the claim in writing. You will assume the sole control of defense and settlement of the claim with counsel reasonably satisfactory to Miro at your sole risk and expense; provided that Miro (i) may participate in the claim with its own counsel at its own expense, and (ii) will provide all reasonably necessary cooperation to you in the defense and settlement of the claim, at your sole expense. You may not settle any claim without Miro’s prior written consent if settlement would require Miro to admit fault or take or refrain from taking any action.
DISCLAIMER OF WARRANTIES.
11.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MIRO MARKETPLACE AND APPS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS (INCLUDING, BUT NOT LIMITED TO, BUGS, VIRUSES, ERRORS, AND OTHER RELATED SOFTWARE SECURITY FLAWS AND VULNERABILITIES), WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE OF THE MIRO MARKETPLACE AND APPS RESIDES WITH YOU.
11.2 MIRO, AND ITS AFFILIATES, CUSTOMERS, AGENTS, OFFICERS, LICENSORS, SUPPLIERS, RESELLERS, AND/OR DISTRIBUTORS, DO NOT WARRANT THAT THE MIRO MARKETPLACE OR APPS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE MIRO MARKETPLACE OR APPS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE OPERATION OF THE MIRO MARKETPLACE OR APPS WILL OPERATE IN COMBINATION WITH NON-MIRO PROGRAMS USED BY YOU, THAT THE FEATURES OR FUNCTIONALITIES OF THE MIRO MARKETPLACE OR APPS WILL BE AVAILABLE AT ANY TIME IN THE FUTURE, OR THAT ALL ERRORS IN THE MIRO MARKETPLACE OR APPS OR RELATED DOCUMENTATION WILL BE CORRECTED. MIRO SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE MIRO MARKETPLACE OR APPS COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S). THE WARRANTIES ABOVE ARE THE EXCLUSIVE WARRANTIES REGARDING THE MIRO MARKETPLACE AND APPS AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES BY MIRO, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.3 NO ORAL OR WRITTEN ADVICE PROVIDED BY MIRO, ITS AFFILIATES, CUSTOMERS, AGENTS, OFFICERS, LICENSORS, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND/OR ANY AUTHORIZED REPRESENTATIVE, SHALL CREATE ANY IMPLIED WARRANTY.
LIMITATION OF LIABILITY.
12.2 EXCEPT AS OTHERWISE LIMITED BY APPLICABLE LAW (AS DESCRIBED IN THIS SECTION 12), THE LIABILITY OF MIRO AND ITS AFFILIATES TO YOU IS LIMITED TO DIRECT, PROVABLE DAMAGES IN AN AMOUNT THAT WILL NOT EXCEED USD $150.
13.9 Relationship. No relationship of partnership, joint venture, employment, franchise, or agency is hereby created between the parties.
13.11 General Announcements/Legal Notices. Miro may send announcements of general interests by email or by posting on its website or through your account, such as notices of new Apps or upcoming events. Notices to you will be sent to your designated contact information and you will immediately notify Miro if your contact information changes. Miro will provide you with legal notices by email, mail, or courier to the address provided by you. All legal notices to Miro must be in writing and mailed to the address of Miro’s then-current corporate headquarters listed on miro.com/contact/ to the attention of the Miro Legal Department and with a copy emailed to email@example.com.
“Affiliate” is defined in the MCA.
“App” means any content, extensions, materials, plug-ins, or software applications that are (a) designed to interoperate with the Service and (b) distributed on the Miro Marketplace.
“Customer” means a prospective or actual customer of the Service.
version of which is here.
“Documentation” is defined in the MCA.
“HIPAA” is defined in the MCA.
“High Risk Activities” is defined in the MCA.
“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.
“Marketplace Policies” means the then-current version of any Miro Marketplace-specific policies, as provided by Miro in writing and which may be updated from time to time.
“MCA” means the Miro Master Cloud Agreement, the current version of which is here.
“Prohibited Data” is defined in the MCA.
“Terms of Service” means the Miro Terms of Service, the current version of which is here.
“Service” means the standard commercial offering of the Miro virtual collaboration service, as further defined in the MCA.