Publication date: May 25, 2020

Welcome to the Miro Community! The Community is a place for users to publicly share feedback, ideas, work and templates about or made using the Company Services.

Participation in the Community is governed by these Community Terms (“Terms”), along with all other agreements and/or terms that you or your company has agreed to with Miro, including our Privacy Policy and other guidelines or policies we post on the Community (collectively, the “Terms”). By participating in the Community or otherwise indicating your agreement to these Terms, you agree to be bound by these Terms, which form an agreement between you and Company (“Company,” “we” or “us”). If you are participating in the Community on behalf of a company, organization or other entity, then “you” means that entity, and you are binding that entity to these Terms and represent and warrant that you have all necessary authority to do so. If you do not have authority or if you do not agree with these Terms, you may not participate in the Community. In addition, you may not participate in the Community if you are under the age of 13.

We may modify these Terms from time to time as described in Section 3 (Changes to Terms).

Definitions

“Community” means any community features or forums made available by Company. “Content” means any text, information, data, graphics, messages, sounds, videos, content, code, scripts, software or other materials. “Company Service” means the online collaboration space and tools offered by the Company on www.miro.com. “User Content” means any Content that a user submits to Miro for the Community, including templates, descriptions, testimonials, feedback, comments, suggestions, requests, questions or other inquiries regarding the Company Service. The term “submit” includes submitting, posting, uploading or otherwise making available User Content on or through the Community.

Use of the Community

You are required to set up an account in order to submit Content to the Community. Content is publicly available to all members of the Community and publicly to any visitors of our website. You are responsible for your account and everything that happens under your account in accordance with the Terms of Service and/or other governing agreement(s) between you and the Company regarding your Company Service account. We reserve the right to change, add to or disable the Community at any time, without notice or liability.

Changes to Terms

Company may modify these Terms from time to time. Unless we specify otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all use of the Community after they are posted. We will use reasonable efforts to notify you of the changes as provided in Section 11 (General Terms).

User Content

Generally

You are responsible for any User Content you submit to the Community. You do not lose any ownership rights you may have to User Content that you submit, but you understand that the User Content will be publicly available. By submitting User Content, you grant us and, at our sole discretion, other Community users a worldwide, non-exclusive, royalty-free, irrevocable, perpetual, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display and perform your Content in any form or format and through any media (including, for Company, in connection with our products and services and in our marketing and publicity). If your User Content contains your name, image or likeness, you waive any claim under any rights of privacy or publicity (including under California Civil Code 3344 and similar laws) related to use of the same in connection with use of your User Content.

Company Not Responsible

We have no obligation to (but may, in our discretion) monitor or review User Content. You are solely responsible for the enforcement of any of your rights to the User Content, and the Company shall not be held liable or responsible for providing assistance to you regarding the same. We have no responsibility for and make no promises about User Content you may encounter on the Community, including whether it infringes third-party rights or its reliability, accuracy, usefulness or safety. You may find User Content on the Community to be offensive, indecent or objectionable. However, you agree not to hold us responsible in any way for any User Content you encounter.

Removal of User Content

We reserve the right to remove any User Content at any time without notice, for any or no reason, including if it violates these Terms. We do not promise to store or make available on the Community any of your User Content or any other Content for any length of time. Your use of the Community is subject to the terms of these Terms and our takedown policy, as may be changed or updated from time to time. If you believe that anything on the Community infringes your copyright or trademark rights, you should notify us at miroverse@miro.com.

Social Media

The Community may support sharing User Content on social media platforms such as Twitter, Facebook or LinkedIn (“Social Media”), and allowing other users (or Company) to share your User Content on Social Media. You may share other users’ User Content on Social Media, as long as you include a link to the Community in your post.

Proprietary Rights

The Community contains proprietary and confidential information that is protected by intellectual property and other laws. Company and its suppliers retain all right, title and interest in and to the Community, any Content on the Community (other than User Content) and the Company Service. Company retains all rights to its branding, logos, trademarks and service marks, and nothing in these Terms grant you rights to use them.

Termination

We may terminate or suspend these Terms or your access to the Community at any time, with or without notice and for any or no reason. Upon any termination or suspension of these Terms, we may delete your account, passwords and User Content, and we may bar you from further use of the Community. You understand that we may also continue to make your User Content available on the Community, or elsewhere as permitted under these Terms, even if your use of the Community is terminated or suspended. We will have no liability to you or any third party for any termination or suspension, nor will termination or suspension limit any other rights or remedies we may have. The following Sections will survive any termination of these Terms: 5 (Proprietary Rights), 6 (Termination), 7 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Indemnity), 10 (Governing Law) and 11 (General Terms).

Warranty Disclaimer

THE COMMUNITY AND ALL CONTENT IS PROVIDED BY COMPANY “AS IS”, AND USE IS AT YOUR OWN DISCRETION AND RISK. WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE COMMUNITY WILL BE UNINTERRUPTED OR ERROR-FREE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

Limitation of Liability

TO THE FULL EXTENT PERMITTED BY LAW, COMPANY AND ITS SUPPLIERS HAVE NO LIABILITY FOR (1) ANY USER CONTENT, (2) ANY ACTIONS YOU TAKE (OR DO NOT TAKE) BASED ON ANY CONTENT IN THE COMMUNITY, (3) ANY VIRUSES OR HARMFUL CODE ON OR IN THE COMMUNITY OR ANY CONTENT, OR (3) OTHERWISE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS OR INTERRUPTION OF BUSINESS. TO THE EXTENT ANY OF THE ABOVE LIMITATIONS ARE NOT ENFORCEABLE AT APPLICABLE LAW, COMPANY’S ENTIRE LIABILITY UNDER THESE TERMS WILL NOT EXCEED $100. These limitations and exclusions apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and even if Company is informed of the possibility of such damages in advance. You understand that Company would not be able to provide the Community without the limitations and exclusions in this Section 8, which will survive and apply even if any limited remedy in these Terms is found to have failed of its essential purpose.

Indemnity

You will defend (at our request), indemnify and hold harmless us from and against any claim by a third party arising from or related to: (a) your use or attempted use of the Community in violation of these Terms, (b) your violation of any law or rights of any third party, or (c) any User Content you submit to the Community, including any claim of infringement, misappropriation or violation of any intellectual property, privacy or other rights.

Governing Law

These Terms will be governed by 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. The jurisdiction and venue for actions related to the subject matter hereof shall be the state and United States federal courts located in San Francisco, California and both parties hereby submit to the personal jurisdiction of such courts. Notwithstanding the foregoing, Company may bring a claim for equitable relief in any court with proper jurisdiction.

General Terms

We may provide you with notices via email or the Community, as determined by us in our discretion. Any notices you give to us under these Terms will be deemed given only when personally delivered, delivered by reputable international courier requiring signature for receipt, or three (3) business days after being deposited in the mail, first class, postage prepaid, in each case to the Company at the current postal address listed at https://miro.com/contact/. The parties are independent contractors, and there is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. If a court having proper authority decides that any portion of these Terms is invalid, only the part that is invalid will not apply, and the rest of these Terms will still be in effect. If we waive any of our rights under these Terms in any particular instance, it does not mean that we are waiving our rights generally or in the future. Furthermore, just because we may not enforce all our rights all of the time, it does not mean that we are waiving our rights, as we may decide to enforce them at a later date. Except as set forth herein, all amendments to these Terms must be in writing and signed by both parties. These Terms are the entire agreement between the parties with respect to their subject matter and supersede any prior agreements relating to such subject matter. For the avoidance of doubt, use and provisioning of the Company Service are subject to separate terms, such as our Terms of Service and/or other governing agreement(s) between you and the Company regarding your Company Service account, and these Terms do not apply to use of or access to the Company Service. In these Terms, headings are for convenience only and the term “including” (and similar terms) will be construed without limitation. These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you without our prior written consent, but may be transferred and assigned by us without restriction. We will not be liable to you for any delay or failure to perform any obligation we have under these Terms if the delay or failure is due to events which are beyond our reasonable control, including any strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or of telecommunications or data networks or services, or refusal of approval or a license by a government agency. We may use the services of subcontractors and permit them to exercise the rights granted to us in order to provide the Community under these Terms.