Miro legal information — ai features addendum

·Miro legal information

·AI Terms

·Effective date: July 17, 2024

·The following AI Terms ("AI Terms") apply only to the AI Features provided to Customer by Miro as part of the Services. By enabling and making use of the AI Features, Customer agrees to be bound by these terms and they will govern Customer's use thereof. Capitalized terms not defined in these AI Terms have the meanings given in the Agreement.

11. Applicability and Scope of the AI Terms.

·The AI Terms do not modify the existing Agreement between Miro and Customer but expand on the same to address Miro's AI Features specifically, and all other existing Agreement terms remain unchanged.

22. Definitions.

·"AI Feature(s)" means any parts of the Service, including any of Miro's AI tools, that make use of large language models ("LLMs") or other machine learning ("ML") and/or artificial intelligence ("AI") to generate Output, which display significant generality and are capable to competently perform a wide range of distinct tasks, including when trained with a large amount of data using self-supervision at scale, and that can be integrated into a variety of downstream systems or applications.

·"Input(s)" means any data, content or materials that Customer submits to Miro's AI Features, such as an audio file, video file, document, image, or text (including any output parameters, such as aspect ratio, style, etc.) to receive the Output.

·"Output(s)" means the resulting image, text, text effects, vector graphic file, audio file, video file or any other content, which is provided to Customer within the Services and/or Miro's AI Features based on the Inputs.

33. Use and Ownership of Input and Output.

·Miro's AI Features may require you to provide Input, which will be used by Miro's AI Features to generate Output. As between you and Miro, and to the extent permitted by applicable law, you retain your ownership rights in Input and you own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output. To the extent Miro engages any third party services to provide you with Miro's AI Features, Miro will take reasonable steps to inform you of any restrictions to your ownership in Output as per the mechanism described in section 6 of these AI Terms, prior to your use of the relevant AI Feature. Due to the nature of AI Features, Customer acknowledges that Outputs provided to Customer may be similar or identical to Outputs independently provided by Miro to other customers and/or users.

·If your use of Miro's Service is subject to a Master Cloud Agreement, for example, because you are on Miro's Enterprise Plan, Miro will obtain your consent prior to using your Input and Output for improving its AI Features, including for training or fine tuning underlying models. You may withdraw your consent at any time during your Agreement term.

·If your use of Miro's Service is not through a subscription to a Miro enterprise plan (e.g. if you are on a free, starter, business, or equivalent plan), and Miro seeks to use your Input and Output for improving its AI Features, including for training or fine tuning underlying models, Miro will provide you with reasonable means to object to such use.

·If you consent (or do not object) to Miro's use of Input and Output to improve the AI Features, you grant Miro a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use your Input and Output. Miro will remove direct identifiers when using Input and Output to improve AI Features consistent with industry standards.

44. Warranties and Disclaimers.

·Due to the nature of the AI Features, Miro does not represent or warrant: (a) that Output does not incorporate or reflect third-party content or materials, or (b) that Output will not infringe third-party intellectual property rights.

·Claims of intellectual property infringement or misappropriation by Output are not included in the covered third party claims for indemnification by Miro under the applicable Agreement between Miro and Customer.

·Miro does not endorse nor guarantee the Outputs to be accurate, complete, or current. As such, Customer should independently review and verify all Outputs as to usefulness, appropriateness, accuracy, fitness for its purpose, and any other quality relevant to Customer's use cases and/or applications. Customer is solely responsible for the content of the Input and its use of Output. For avoidance of doubt, the warranty disclaimers and limitations of liability outlined in the Agreement also apply to Customer's use of the AI Features.

55. Restrictions on Use of AI Features.

·Customer will ensure that its Inputs and use of the Miro AI Features do not violate applicable laws. Further, Customer will not itself and will not permit anyone else to:

• ·use the AI Features or Inputs or Outputs to infringe upon any third-party rights, including any intellectual property rights,
• ·use the AI Features or any Inputs or Outputs to develop, train or improve any AI or ML models (separate from authorized use of the Services under the Agreement),
• ·represent any Output as being an original work or a wholly human-generated work, or as being approved or vetted by Miro,
• ·use the AI Features for automated decision-making or for other processes that have legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with all applicable laws,
• ·use the AI Features for purposes or with effects that are illegal, discriminatory, harassing, bias-inducing, harmful or unethical,
• ·develop foundation models or other large scale models that compete with Miro's AI Features,
• ·to generate spam, or any content for dissemination for illegal activities, or in relation to electoral campaigns at any level of government, or to abuse, harm, interfere with, or disrupt any services (or enable others to do the same),
• ·use the Services in a manner outside the scope of the Agreement.

66. Required Third Party Terms.

·Miro uses technology of third party providers in order to make the AI Features available to you. If Miro's third party providers require us to flow down additional terms to you, as identified on Miro's third party provider list, they shall be considered binding on you. Miro will inform you of those terms through announcements on its customer-facing website.