Solutions Partner Program Agreement

·Miro legal information

·Solutions Partner Program Agreement

·Miro Master Partner Agreement (MPA)

·This Miro Master Partner Agreement ("Agreement") is between Partner, as identified in the signature block below, ("You" or "Partner") and RealtimeBoard, Inc. dba Miro or the Miro Affiliate identified in the applicable Order ("Miro"), and effective as of the date of final signature below (the "Effective Date"). Definitions of capitalized terms are found in Section 13 (Definitions), contextually below, or in the applicable addendum- Reseller Partner Addendum, Referral Partner Program Addendum, Marketing Partner Addendum, or Technology Partner Addendum ("Addendum"). This Agreement consists of this master agreement, the applicable Addendum based on the type of Partner relationship, and the annexures attached hereunder, as applicable.

• 1Program. Welcome to Miro's partner program (the "Program"). Under the Program, Partner has the rights and responsibilities described in this Agreement, Miro's Program Policies, and any mutually executed program plans describing Program activities (together "Program Policy"). Any program plans attached hereto as Exhibits are agreed as of the Effective Date. Partner's participation is limited to the Partner Type for which it is accepted by Miro. This appointment shall be subject to the applicable Addendum terms and the terms set forth in the Program Policies.
• 2Use of the Service, Developer Platform, and Partner Portal. 2.1 Service. No right to use the Service is granted to Partner under this Agreement except to the extent otherwise stated in an applicable Addendum and the Program Policy. For a Customer to use the Service, the Customer must create its own account and accept the Customer Agreement directly with Miro. The Partner may not do so on a Customer's behalf. The Partner may only access a Customer's account as separately arranged between Partner and the Customer. 2.2 Developer Platform. This Agreement does not grant any rights to Miro's developer platform, which is subject to the Developer Terms of Use (defined below). Unless stated otherwise in an applicable Addendum, neither party is developing intellectual property under this Agreement for or with the other party. 2.3 Partner Portal. Miro may provide some types of Partner with access to its Partner Portal during the Term of this Agreement. Partner may use the Portal material solely for the purposes of fulfilling its obligations and exercising its rights under this Agreement. Partner agrees to maintain the confidentiality of any non-public information accessed through the Partner Portal, not share access credentials with any unauthorized third parties, not use the Portal or Portal material for any purpose not expressly permitted under this Agreement; and comply with any additional terms of use or policies posted on or made available through the Partner Portal. Miro reserves the right to modify, suspend, or revoke Partner's access to the Partner Portal at any time, with or without notice, if Miro reasonably believes Partner has violated this Agreement or applicable terms of use.
• 3Marketing. 3.1 Use of Brand Elements. During the Term, subject to this Agreement, each party grants the other the right to use and display its Brand Elements solely to identify the parties' relationship under this Agreement and for mutually agreed marketing activities. Rights granted in this Agreement are non-exclusive (except as set out in this Agreement), non-sublicensable, and non-transferable. Upon request, each Party will provide representative samples of each of its uses of the other party's Brand Elements in connection with this Agreement. 3.2 Approvals and Usage Limits. Either party's use of the other party's Brand Elements is subject to the other party's prior approval and any usage guidelines it provides in writing. Miro's usage guideline is available here, as updated from time to time. Partners should refer to the latest version of the usage guidelines before each use. After initial approval, substantially similar uses do not require subsequent approval. In addition, any press release or other public announcement relating to this Agreement must be approved by each party in advance. Each party will promptly cease any problematic use of the other party's Brand Elements upon request. Partner will not register, or attempt to register, any trademark or domain name using or similar to any of Miro's Brand Elements, and if Partner has, Partner agrees to immediately effect transfer of such domain name to Miro without charge. 3.3 No Disparagement. Partner will not disparage Miro or the Service and will promote Miro and the Service in a balanced and equitable manner compared to any Competing Services. 3.4 Miro's Partner Directory. If Partner elects to participate in the Miro Partner directory, the Partner directory terms (Annexure I) will apply. By submitting information to be listed in the Partner directory, Partner agrees to be bound by the directory terms. 3.5 Lead Data. If Miro discloses Lead Data to Partner, the Partner may process the Lead Data strictly as necessary to engage with the existing or prospective Customer and submit and administer Orders (or as otherwise agreed in writing by the parties) ("Permitted Purpose"). Partner is solely responsible for complying with applicable Laws, including privacy and data protection Laws, in its processing of Lead Data and will not sell, retain, use, rent, release, disclose, disseminate, make available, transfer, or otherwise communicate Lead Data other than as necessary to perform the Permitted Purpose. If Partner receives any inquiry or complaint regarding Lead Data, including its disclosure and use, it will promptly notify Miro and cooperate in any response.
• 4Intellectual Property Rights. 4.1 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, Partner retains all intellectual property and other rights in its Brand Elements (including all goodwill arising from their use). Except for Partner's use rights in this Agreement, Miro and its licensors retain all intellectual property and other rights in its Brand Elements (including all goodwill arising from their use), the Service and any related Miro technology, templates, formats and dashboards, including any modifications or improvements to these items made by Miro. 4.2 Feedback. If either party provides the other party with feedback about the other party's offerings, it does this voluntarily and without any obligation of confidence in relation thereto, and the recipient may use the feedback without restriction. This is not a license under the feedback provider's patent rights.
• 5No Fees or Expenses. Except as expressly set out in a Program Policy or a relevant Order between the parties, there are no fees, revenue share, or other amounts due from either party to the other under this Agreement. Each party is solely responsible for its expenses and costs of performing under this Agreement.
• 6Partner Obligations. 6.1 Conduct. Partner will conduct itself in a professional manner that reflects positively on Miro and shall ensure that it complies with principles outlined in Miro's code of conduct available at https://miro.com/nl/legal/supplier-code-of-conduct/ and Miro's content and conduct standards available ate https://help.miro.com/hc/en-us/articles/17048504794002-Conduct-and-Content-Standards. Partner will not represent itself as an agent or employee of Miro, make any representation, warranty, or commitment on Miro's behalf or describe Miro or its offerings except in a manner consistent with written descriptions provided by Miro for such purpose. Partner will notify Miro in advance if Partner intends to sell, represent, or promote any products competitive with the Service. For Service-related sales activities, Partner agrees that it will compensate its sales force equally (including commissions, promotions, and any other incentives) as compared to any other product or service offered by Partner. Partner will not engage in any deceptive, misleading, illegal, or unethical practices and will comply with all applicable Laws in its performance of this Agreement, including Anti-Corruption Laws, and will not give, offer, or promise any item of value to any official, person or entity in violation of any Anti-Corruption Laws. 6.2 Records and Audit. Partner agrees to maintain complete, clear, and accurate records of all Orders, Customers and transactions completed with respect to this Agreement. Upon 10 days' notice, Partner will permit Miro or its representative to review such records and any other books and records of Partner which relate to Partner's performance under this Agreement to ensure Partner's compliance with its obligations to Miro. Any such audit will be conducted during normal business hours and in a manner designed to cause minimal impact on Partner's ordinary business activities. Partner will maintain all records required under this Agreement for at least three years following expiration or termination of this Agreement (or such longer period as required by Law). 6.3 Solution Partner Program. 6.3.1 Application, Acceptance, and Policies. These additional terms, including any applicable Program Policy, govern your participation in Miro's Solutions Partner Program. These terms shall be effective between you and Miro as of the date of Miro's written acceptance of your application to join the Program. Please note that any application to join the Program is automatically denied if you do not receive written acceptance from Miro within 30 days of the application's submission date. Your continued participation in the Program constitutes your assent to this Agreement, including your continued participation once 10 days have passed from Miro notifying you of any modifications made to these terms. Miro's Solution Partner Program policies detailing registration, payout, your rights and responsibilities and other applicable terms for our partners are available here. 6.3.2 Warranties. Partner represents and warrants that (i) any services provided to a referred Customer will be performed in a workmanlike manner consistent with industry standards and (ii) any such services will not infringe the rights of any third party. Partner agrees to include provisions in its service agreements with referred Customers that disclaim any warranties from Miro related to the services provided. 6.3.3 Indemnification by Partner. Partner will defend, indemnify, and hold harmless Miro and its officers, directors, employees, representatives, and agents from and against any third-party claims, demands, losses, costs, expenses, damages, and liabilities (including reasonable attorneys' fees) to the extent arising from or relating to (i) any Deliverable provided to a Customer or (ii) an allegation that any of Partner's offerings provided to Customer, when used by Customer, infringe a third party's intellectual property rights.
• 7Term of Agreement. 7.1 Term. This Agreement and any Program Policy will have an initial term of 12 months and will renew for successive 12-month periods unless either party gives the other party notice of non-renewal at least 30 days before the current term ends, or as specified in an applicable Addendum (the "Term"). 7.2 Termination. Either party may terminate this Agreement, or Miro may terminate any Program Policy, for no reason or any reason upon 30 days' notice to the other party. Either party may also terminate this Agreement, or Miro may terminate any Program Policy, if the other party fails to cure a material breach of this Agreement within 10 days after notice of such breach. Miro may terminate a Program Policy effective immediately upon notice if it ceases to offer the underlying program. Miro may terminate this Agreement, or any Program Policy, effectively immediately, if it determines that termination is necessary to comply with Laws or to avoid liability or harm to its services, reputation, or users. 7.3 Effect of Termination. 7.3.1 Agreement. Upon any expiration or termination of this Agreement, (a) all authorizations and licenses granted under this Agreement will terminate, (b) each party will cease using the other party's Brand Elements under Section 3 (Marketing) (subject to a reasonable take-down period), and (c) the receiving party will delete the disclosing party's Confidential Information, and if requested, certify deletion. Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions. Neither party will have any liability arising solely from a permitted termination of this Agreement. 7.3.2 Program Policy. Upon any expiration or termination of a Program Policy, (a) all authorizations and licenses granted under the Program Policy will terminate; and (b) the receiving party will delete the disclosing party's Program Policy-specific Confidential Information, and if requested, certify deletion. Such Confidential Information may be retained in the receiving party's standard backups after deletion, but, will remain subject to this Agreement's confidentiality restrictions. Neither party will have any liability arising solely from a permitted termination of any Program Policy. 7.3.3 The parties agree that the expiration or termination of this Agreement will immediately, and without further action by the parties, cause the expiration or termination, as applicable, of all underlying Program Policies. 7.4 Survival. These Sections survive termination or expiration of this Agreement: Sections 3.2 (Approvals and Usage Limits), 3.3 (No Disparagement), 4 (Intellectual Property Rights), 7.3 (Effect of Termination), 7.4 (Survival), 8.3 (Disclaimer of Warranties), 9 (Indemnification), 10 (Confidential Information), 11 (Limitation of Remedies and Damages), 12 (General), 13 (Definitions) and any restrictions or provisions of a Program Policy or any other provisions which are designated to survive under a separately executed program plan. Except where an exclusive remedy is provided, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
• 8Conduct and Warranties. 8.1 Conduct. In performing this Agreement, Partner will not (a) hold itself out as a reseller or distributor of Miro's services or as a subcontractor of Miro, unless Partner is authorized to do so under a Program Policy or separate agreement with Miro, (b) engage in any misleading or deceptive conduct detrimental to Miro, or (c) make any representations, warranties, or commitments on Miro's behalf or regarding Miro's services. 8.2 Representations and Warranties. Each party represents to the other that (a) it has the required power and authority to enter into and perform its obligations in this Agreement, and (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party. Each party warrants that it will comply with all laws applicable to its performance under this Agreement, including without limitation Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws. 8.3 Disclaimer of Warranties. Except as expressly set out in this Agreement, neither party makes any warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title or non-infringement. Miro provides the Service, its Brand Elements, and all other materials "AS IS" and "AS AVAILABLE."
• 9Indemnification. 9.1 Obligations. (a) Each party will defend, indemnify, and hold harmless the other party from and against any third-party claims, demands, losses, costs, expenses, damages, and liabilities (including reasonable attorneys' fees) to the extent arising from or relating to (a) an allegation that the indemnifying party's Brand Elements, when used as authorized in this Agreement, infringe third-party U.S. trademark or copyright rights; or (b) the indemnifying party's breach of Section 8.2 (Representations and Warranties). (b) Partner will defend, indemnify, and hold harmless Miro, from and against any third-party claims, demands, losses, costs, expenses, damages, and liabilities (including reasonable attorneys' fees) to the extent arising from or relating to (a) Partner's breach of any Program Policy, (b) Partner's breach of Sections 8.1 (Conduct), 10 (Confidential Information), or 12.10 (Export). 9.2 Procedures.The indemnifying party's obligations in this Section 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 ceasing use of infringing materials). The indemnified party may participate in a claim with its own counsel at its own expense.
• 10Confidential Information. 10.1 Definition. "Confidential Information" means information disclosed to the receiving party under this Agreement or in connection with any ongoing or potential business relationship between the parties, during the Term, and 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. 10.2 Obligations. As the receiving party, each party will (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement or, where applicable, in connection with the parties' ongoing or potential business relationship. The receiving party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10. 10.3 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. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment. 10.4 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 10. 10.5 Personal Data. To the extent either party (i) shares Personal Data with the other party and/or (ii) processes any Personal Data on behalf of the other under this Agreement, each party agrees to comply with the DSPA.
• 11Limitation of Remedies and Damages. 11.1 Consequential Damages Waiver. 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, interruption of business or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. 11.2 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 the aggregate the greater of (a) $10,000 or (b) the amounts paid or payable by either party during the prior 12 months prior to the date the liability was triggered under this Agreement. 11.3 Excluded Claims. "Excluded Claims" means (a) either party's breach of Section 10 (Confidential Information), except damages related to breach of obligations under the DSPA, which are subject to the super cap below, (b) amounts payable to third parties by the indemnifying party under Section 9 (Indemnification), or (c) Partner's breach of any Program Policy. 11.4 Super Cap. Except for liability arising out of or related to Miro's gross negligence or willful misconduct, Miro's (and its suppliers') entire liability arising out of or related to its breach of its obligations under the DSPA will not exceed in the aggregate the greater of USD 1M and three times (3X) the amounts paid or payable by either party during the prior 12 months prior to the date the liability was triggered under this Agreement. 11.5 Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 11 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 specified in this Agreement is found to have failed of its essential purpose.
• 12General. 12.1 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. Either party may terminate this Agreement on written notice to the other party within 30 days of such assignment. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. 12.2 Affiliates and Contractors. Each party may use its affiliates and contractors to exercise its rights and fulfill its obligations, but remains responsible for their compliance with this Agreement. 12.3 Governing Law, Jurisdiction, and Venue. If any dispute arises in connection with an Order that is executed with Miro Affiliate RealtimeBoard B.V., such dispute will be governed by and construed in accordance with the laws of the Netherlands, and all other disputes arising under or in connection with this Agreement will be governed by and construed in accordance with the laws of the State of California, United States, in each case 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 competent courts of Amsterdam when the laws of the Netherlands apply, or the state and United States federal courts located in San Francisco, California, when the laws of California apply, and in each case both parties submit to the personal jurisdiction of those courts. 12.4 Notices. Notices, approvals, and consents under this Agreement must be in writing to the addresses below, with email sufficient for operational matters. Either party may update its address with notice to the other party. If to Miro, include email copy to legal@miro.com . 12.5 Entire Agreement. This Agreement (which includes Program Policies) 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. 12.6 Amendments. Other than the Program Policies, 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. 12.7 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. 12.8 Force Majeure. Neither party is liable for any delay or failure to perform any obligation under this Agreement 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. 12.9 Relationship of the Parties. The parties are independent contractors, not agents, joint venturers, or partners, despite use of the term "Partner". Except as set out in Section 3.3 (No Disparagement), this Agreement does not limit either party from entering into any partner, customer, referral, resale or other agreement with any party during or after the Term. Nothing limits Miro in managing its relationships with Customers. 12.10 Export. Partner agrees to comply with all relevant U.S. and foreign export and import laws in using the Service. Partner (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. 12.11 Government End-Users. The Service and related documentation were developed at private expense and are "commercial items", "commercial computer software", "commercial computer software documentation" and "technical data", as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. All use on behalf of the U.S. Government is limited as set out in this Agreement.
• 13Definitions. "Affiliate" means any corporation in control, controlled by or in common control with RealtimeBoard, Inc. dba Miro. The term "control" as used herein shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of said entity, or the power to direct or cause the direction of the management or policies of said entity through ownership of securities." Anti-Corruption Laws" means all applicable anti-bribery and anti-corruption laws and regulations globally, including without limitation the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. "Brand Elements" means the trademarks, service marks, names, logos, images, collateral, or similar materials provided by a party for use under this Agreement. "Competing Service" means any service offering similar functionality to the Service, including any virtual collaboration or whiteboard services. "Customer" means a prospective or actual customer of the Service. "Customer Agreement" means the then-current version of Miro's Terms of Service found here or other applicable customer agreement with Miro governing Customer's access to and use of the Service. "Deliverable" means any deliverable provided to a Customer by a Solution Partner (including by any of its Affiliates, contractors, or other agents) pursuant to a contract for services. "Developer Terms of Use" means the then-current version of Miro's Developer Terms of Use found here, which governs the access and use of Miro developer tools (including APIs, code, software, scripts, buttons, widgets, script libraries, app keys, access tokens, pages, platform, and documentation (collectively, "Developer Tools")), by a developer. "Documentation" means Miro's usage guidelines and standard technical documentation for the Service, the current version of which is here. "DSPA" means Miro's Data Sharing and Processing Agreement available here. "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. "Lead Data" means lead or contact data (including personal information) for any existing or prospective Customer made available by Miro to Partner. "Partner Portal" means Miro's online platform made available to Partner, which provides access to program materials, product information, marketing resources, training, and other tools intended to support Partner's participation in Miro's partner program, subject to Miro's then-current portal terms of use. "Personal Data" has the meaning given to it in the DSPA. "Program Policy" means the then-current version of Miro's Program policies located here. "Partner Guide" means Miro's then-current partner guide applicable to the relevant fiscal year, as provided by Miro, and as updated from time to time. In the event Miro does not issue a new Partner Guide for a given fiscal year, the most recently published version shall remain in effect and apply for that fiscal year. "Service" means Miro's proprietary cloud service, as identified in the relevant Order or Program Policy, and as modified from time to time by Miro. The Service includes support to Customers and Documentation, but, does not include any Technical Services deliverables or Third-Party Platforms. "Solution Partner" means a Partner that provides professional services related to Miro's products and services, including but not limited to consulting, implementation, change management, or training, to Customers. A Solution Partner may be associated with Customer opportunities where its services are involved, and may also act as a referral partner when it introduces a qualified sales opportunity to Miro. "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 Services.

·Agreed as of the Effective Date by each party's authorized representative:

·Annexure I to the master agreement

·Miro Partner Directory Terms

·The following terms apply if the Partner elects to participate in the Miro Partner directory

11. Directory Listing Terms By submitting information to the Miro Partner directory, you: 1.1 Grant Miro the right to display your submitted information including company name, logo, trademarks, descriptions, and expertise areas in the Partner directory, solely in connection with the Partner directory and as provided to us by you. 1.2 Confirm you have all necessary rights to the submitted materials and explicitly approve their use by Miro for the Partner directory. 1.3 Acknowledge Miro may modify the display format, order, and search criteria of listings.

22. Logo and Brand Usage Rights 2.1 Partner grants Miro a right to use submitted logos, trademarks and other brand assets specifically for the Partner directory interface, search results, promotional materials, and related communications, limited to the duration of Partner's participation in a Miro partnership program. Partner may request immediate removal of all brand assets upon termination of the partnership. 2.2 Partner warrants that all submitted brand assets are high-quality, accurate representations of their current branding. 2.3 Partner will promptly update Miro if branding changes during the listing period.

33. Data Collection, Processing & Display 3.1 Partner consents to Miro collecting, storing, and displaying all submitted information in the Partner directory in accordance with Miro's Privacy Policy and applicable data protection laws. Partners may request removal or modification of their listing and related data by contacting Miro's designated support channel, and Miro will process such requests in compliance with applicable laws and within a reasonable timeframe. 3.2 Partner confirms that any personal data included in the submission (e.g., contact details of representatives) has been lawfully collected, and the Partner has obtained all necessary consents or has another lawful basis for providing such data to Miro. Partner is responsible for ensuring that all submitted information to Miro is truthful and compliant with all applicable laws including privacy laws. 3.3 Miro will process Partner's submitted information for the purpose of managing, displaying, and promoting the Partner directory and will not otherwise sell nor license Partner's submitted information.

44. Marketing and Communications Compliance 4.1 Miro may reference or feature Partner's submitted information related to its directory listing in marketing materials, emails, or presentations to promote the Partner directory, provided such usage remains truthful and does not misrepresent Partner's affiliation with Miro. 4.2 Miro will not use Partner's information to send marketing communications unrelated to the Partner directory where the Partner has opted out to such communications. 4.3 Partner is responsible for ensuring that all information submitted for public display complies with applicable marketing, consumer protection, and advertising rules, including avoiding misleading claims or unauthorized third-party references.

55. Directory Management and Disclaimers 5.1 Miro reserves the right to remove or modify any Partner listing that violates these terms or, in Miro's reasonable judgment, could harm Miro's reputation. 5.2 Presence in the Partner directory does not constitute Miro's endorsement of Partner's services. 5.3 Partner is solely responsible for all services provided to customers who connect through the directory. 5.4 Employees and representatives designated by Partner to manage the listing must comply with these terms.

·Addendum A Referral Partner Program Addendum

·This Referral Partner Program ("Program") Addendum, including any applicable Program Policy, shall be effective between you and Miro as of the date of Miro's written acceptance of your application to join the Program ("Addendum Effective Date"). Please note that any application to join the Program is automatically denied if you do not receive written acceptance from Miro within 30 days of the application's submission date. Your continued participation in the Program constitutes your assent to this Addendum, including your continued participation once 10 days have passed from Miro notifying you of any modifications made to this Addendum. You are prohibited from participating in the Program unless you have assented to this Addendum.

·Miro's Referral Partner Program policies detailing registration, payout, your rights and responsibilities and other applicable terms for our partners are available here.

11. Indemnification by Partner. Partner will defend, indemnify, and hold harmless Miro and its officers, directors, employees, representatives, and agents from and against any third-party claims, demands, losses, costs, expenses, damages, and liabilities (including reasonable attorneys' fees) to the extent arising from or relating to Miro's use of any lead data that Partner provided to Miro.

22. Additional Definitions:

·"Referral Partner" means a Solution Partner that identifies, qualifies, and refers sales opportunities to Miro and collaborates in the sales process, including co-selling activities. Referral Partners do not resell Miro products or services directly but may be eligible to receive referral fees or share in revenue for opportunities that result in a closed sale, subject to Miro's Referral Partner Program terms.