Miro legal information — developer terms of use

·Miro legal information

·Developer Terms of Use

·These Developer Terms of Use apply to all software developers that access and/or use any Miro Developer Tools. To learn more, visit developers.miro.com. Publication date: 25 October 2022 Effective date: 25 November 2022

·RealtimeBoard, Inc. dba Miro ("Miro," "we," or "us") offers various tools for developers, API partners, and others who may be creating Miro applications or integrating Miro features into their sites, products, or services (each, a "Developer" or "you"), including without limitation APIs, code, software, scripts, buttons, widgets, script libraries, app keys, access tokens, pages, platform, and documentation (collectively, "Developer Tools").

·These Developer Terms of Use ("Terms"), together with the Miro App Development Policy and any other agreements between you and Miro, apply to your access to and use of the Developer Tools and form a binding agreement between you and Miro. When you click to accept the Terms or access or use the Developer Tools, you are accepting and agreeing to be bound by these Terms. Do not use or access the Developer Tools if you do not accept and agree to these Terms. The term will begin on the date of online click-acceptance of these Terms or the date on which you first use or access the Developer Tools, whichever is earlier, and continues on a month-to-month basis until terminated by either party in accordance with these Terms (the "Term").

·Capitalized terms that are not defined in these Terms are defined in our Terms of Service. If there is a conflict between these Terms and any other agreement between you and Miro, these Terms will take precedence.

·If you have any questions about these Developer Terms, please contact us.

11. Our License To You

·The Developer Tools may be provided with third party software components that are provided by their authors under separate license terms (the "Third Party Terms") or that are separately licensed under an open source license ("Open Source Code") (collectively, the "Third Party Software"). Your use of the Third Party Software in conjunction with the Developer Tools is subject to the Third Party Terms or the terms of the Open Source Code license, as applicable, and not these Terms.

1.11.1 Our Developer Tools Subject to your ongoing compliance with these Terms and any other agreements between you and Miro, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable license to use the Developer Tools solely to develop, test, and support applications and integrations ("Your App(s)") for your internal use of the Service ("Private Apps") or for publishing on the Miro application marketplace ("Miro Marketplace") for use by third parties ("Public Apps").

1.21.2 License

• ·(a) The Developer Tools are owned by Miro and only licensed - not sold - to you.
• ·(b) You acknowledge that, as between you and Miro, Miro retains all worldwide right, title, and interest in the Developer Tools, including without limitation all related intellectual property rights, and, to the maximum extent permitted by applicable law, these Terms do not grant you any rights in any of the Service, the Developer Tools, or the content accessed through the Service or the Developer Tools.
• ·(c) If you acquire any rights in the Developer Tools, by operation of law or otherwise, you, at no expense to Miro and to the maximum extent permitted by applicable law, hereby assign all such rights to Miro.
• ·(d) If any rights are not assignable by a matter of law, you hereby grant Miro an unlimited, perpetual, royalty-free, transferable, sublicensable, and irrevocable license to the Developer Tools.

1.31.3 Proprietary Notices You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Developer Tools. You will retain and reproduce in full the Miro copyright, disclaimers, and other proprietary notices exactly as they appear on the documentation and in the sample code on all copies of the documentation and sample code (whether or not modified) that you are permitted to make under these Terms.

1.41.4 Third Party Software The Developer Tools may be provided with third party software components that are provided by their authors under separate license terms (the "Third Party Terms") or that are separately licensed under an open source license ("Open Source Code") (collectively, the "Third Party Software"). Your use of the Third Party Software in conjunction with the Developer Tools is subject to the Third Party Terms or the terms of the Open Source Code license, as applicable, and not these Terms.

1.51.5 Reservation of Rights As between you and Miro, all Developer Tools and related components, including all related intellectual property rights, are the sole and exclusive property of Miro, its affiliates, and/or licensors. Miro reserves all rights not expressly granted in these Terms. You do not acquire any right, title, or interest to the Developer Tools, whether by implication or otherwise, except for the limited rights set forth in these Terms. From time to time, Miro may place limits on access to the Developer Tools, including without limitation, limiting the number of network calls, file size, or requests you may make on the platform. Miro may also monitor your usage of the Developer Tools and, if Miro believes that your usage is in breach of these Terms or may negatively affect the Developer Tools (or otherwise impose liability on Miro), Miro may, in its sole discretion, immediately suspend your access to and/or use of the Developer Tools.

1.61.6 Modifications to Developer Tools Miro may refine, add, and potentially remove features with the needs of Users of the Service and Developers in mind. You acknowledge that any modifications to our Developer Tools may have an adverse effect on Your App, including without limitation changing the manner in which it communicates with the Service, and you agree that Miro shall not be liable to you in any way for any adverse effect.

22. Your Licenses To Us

2.12.1 Your Rights with respect to Your Apps Except as otherwise expressly provided in these Terms, you retain all intellectual property rights with respect to Your Apps. You may remove your Public Apps from the Miro Marketplace at any time by emailing your request to platform-support@miro.com.

2.22.2 Miro's Rights with respect to Your Apps You hereby grant to Miro a non-exclusive, perpetual, irrevocable, transferable, sublicensable right and license to copy, modify, use, publish, make available to third parties, and distribute Your Apps in accordance with these Terms and as required to provide the Service. Miro will not intentionally remove any functionality from Your App unless removal is, in Miro's sole discretion, needed to bring Your Apps into compliance with these Terms or applicable law, or to fix errors, bugs, or other similar issues. Specifically, you agree that Miro may, in its sole discretion:

• ·(a) collect and use information from you and any Users of Your Apps as described in these Terms and our Privacy Policy;
• ·(b) use automated methods to analyze Your App; and
• ·(c) review or monitor the Developer Tools (including without limitation how the Service is being accessed and used) and/or Your Apps, for purposes like quality control, improving the Service, and verifying your compliance with these Terms.

·You agree that Miro has no obligation to review or monitor your Apps. This license will survive any termination of these Terms. Miro may exercise its rights through contractors providing services to Miro.

2.32.3 License To Marks "Marks" is defined as trademarks, service marks, logos, or trade names of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party's Marks. All use by you of Miro's Marks (including any goodwill associated therewith) will inure to the benefit of Miro. All use by Miro of your Marks (including any goodwill associated therewith) will inure to your benefit. Each party will promptly cease any problematic use of the other party's Marks upon request.

·Subject to these Terms, during the Term, you may (but are not obligated to) use Miro's Marks to acknowledge or promote Your Apps as compatible with the Service or your use of the Developer Tools, in accordance with the Miro Brand Guidelines. You acknowledge and agree that Miro has sole discretion to determine whether your use of Miro's Marks is compliant with the above guidelines.

·Subject to these Terms, during the Term, Miro may (but is not obligated to) use your Marks and descriptive materials you publish about any version or portion of Your App or your use of the Developer Tools to acknowledge or promote Your Apps or use of the Developer Tools directly or through Miro's third party partners and vendors.

·In addition, any press release or other public announcement relating to these Terms must be approved in writing by each party in advance.

33. Your Use Of The Developer Tools

3.13.1 Complying With Our Policies Any use of the Developer Tools must comply with the Miro App Development Policy and any other policies and requirements set forth in the Service or other documentation provided by Miro, which may be modified from time to time in Miro's sole discretion.

3.23.2 Your Representations By accessing or using the Developer Tools, you represent, warrant, and covenant that you are a person of the legal age of consent where you are located or an entity engaged in the development of software applications and hereby desire to integrate Your Apps with the Service. If you are prohibited under applicable law from using the Developer Tools for any reason, you may not use any Developer Tools. You agree to comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Developer Tools.

3.33.3 Prohibited Actions Your use of the Developer Tools and Your App may not, directly or indirectly, do or attempt any of the following:

• ·a. Violate, or encourage or facilitate the violation of, these Terms, the Miro App Development Policy, our Terms of Service, Privacy Policy, or any other terms agreed upon by the parties.
• ·b. Access or attempt to access the Developer Tools by means other than as described in the documentation provided by Miro, including for the intention of developing a competing or similar product and/or feature.
• ·c. If you are assigned developer credentials (for example, client IDs or API keys), you must use them with the applicable Developer Tools and may not misrepresent or mask either your identity or your client's identity when using the Developer Tools.
• ·d. Mislead or confuse Users. Your App should be transparent with Users about what it does, and you should obtain Users' prior affirmative consent to: (a) modify Users' account settings, data, or device; (b) store or share Users' content; or (c) attempt to gain any rights to Users' content.
• ·e. Sell, redistribute, rent, transfer, copy, publish, sublicense, create derivative works of, or otherwise use or exploit in any manner any portion of the Service or Developer Tools or any related non-public information of Miro to any third party except as expressly permitted by these Terms.
• ·f. Distribute, deploy, or otherwise use the Developer Tools for any purpose other than to facilitate the integration and/or use of Your Apps with the Service.
• ·g. Use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable documentation.
• ·h. Decompile, reverse engineer, or otherwise access or attempt to access the source code, trade secrets, or know-how for the Developer Tools and/or the Service except to the extent that this restriction is expressly prohibited by applicable law.
• ·i. Remove, obscure, interfere with, or circumvent any feature of the Developer Tools, including without limitation any copyright or other intellectual property notices, security, or access control mechanism.
• ·j. Access our Developer Tools in any manner that (i) compromises, breaks, or circumvents any of our technical processes or security measures associated with the Service, (ii) poses a security vulnerability to Customers or Users of the Service, or (iii) tests the vulnerability of our systems or networks without Miro's express written consent, including excessive or abusive usage.
• ·k. Take any action that would subject any portion of the Developer Tools to any third party terms, including without limitation any "open source" software license terms. If you use any code subject to any open source license within Your App, you must disclose all such licenses to Miro.
• ·l. Copy, frame, or display any elements of the Service through Your Apps, except as expressly authorized by Miro in writing.
• ·m. Access the Developer Tools for competitive analysis or disseminate performance information (including uptime, response time, and/or benchmarks) relating to the Developer Tools or the Service.
• ·n. Degrade or compromise performance of the Service by Miro.
• ·o. Use vulgar, violent, extreme, or obscene language or images, including in any description or documentation for Your Apps.
• ·p. Offer sexually-oriented, adult content or other inappropriate communications through Your App or documentation.
• ·q. Create poor User experiences that do not add value to Users in a work setting or that detract from the overall utility of the Developer Tools, the Service, and/or the Miro Marketplace.
• ·r. Neglect appropriate User support.
• ·s. Advertise, including with display ads, within Your App or the Miro platform.
• ·t. Sub-license, distribute, or allow access to the Developer Tools by anyone else.
• ·u. Violating the Miro Brand Guidelines.
• ·v. Interfere with any User's review or acceptance of the Terms of Service, these Terms, or other Miro policies.
• ·w. Engage in any activity using or related to the Developer Tools that infringes, violates, or misappropriates the rights of Miro, its affiliates, or any third party.
• ·x. Suggest any affiliation with Miro, including any suggestion that Miro sponsors, endorses, or guarantees Your Apps, except for the Developer Tools integration relationship expressly contemplated in these Terms.
• ·y. Make any representations, warranties, or commitments regarding Miro or on behalf of Miro (including without limitation in relation to the Service or Developer Tools).
• ·z. Use the Developer Tools for any purpose other than in a manner for which the Developer Tools are expressly designed.

3.43.4 Usage Limits Miro sets and enforces limits on your use of the Developer Tools (for example, limiting the number of API requests that you may make or the number of Users you may serve) in our sole discretion. You may not, and may not attempt to, circumvent such limits.

3.53.5 Strict Compliance ANY USE IN VIOLATION OF THE FOREGOING RESTRICTIONS IS STRICTLY PROHIBITED AND UNLICENSED. If Miro believes, in our sole discretion, that you have violated or attempted to violate any term, condition, or the spirit of any of these restrictions, your license to and ability to use and access the Developer Tools may be temporarily or permanently revoked, with or without notice.

44. Registration of Your Apps

4.14.1 Registration You agree to follow the registration or credentialing requirements (if any) established by Miro for access to the Developer Tools. All Developer Tools access keys or credentials are Miro's Confidential Information and may not be shared with third parties.

4.24.2 Review During the Term, you grant permission to Miro and its designated personnel, to perform, at times and dates selected by Miro, one or more reviews, including but not limited to security and design reviews, on Your Apps and related services (each, a " Review"). Except as provided in the Privacy Policy, Miro will not divulge any information to a third party (other than authorized contractors and agents acting on its behalf) that has been disclosed by you in relation to a Review. All such information and results are confidential and will be treated as such; provided that Miro may disclose such information and results to a third party as required by law or to the extent such information and results is in an aggregated form that does not identify you or Your App, and that is stripped of all persistent identifiers (for example, device identifiers, IP addresses, and cookie IDs). At any time during a Review, you may request Miro to promptly stop the Review process, however, such a request may result in a 'Failed' Review. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with a Review, and you agree not to make a claim against Miro for lost data, re-run time, inaccurate output, work delays, or lost profits resulting from a Review.

4.34.3 Publishing Your Apps As a condition of Your App being activated and made publicly available on the Miro Marketplace, Your App must be approved by Miro. Miro may, in its sole discretion, decline to approve Your App for publishing in the Miro Marketplace.

4.44.4 Feedback If you send us any feedback, suggestions, bug reports, enhancements, recommendations, comments, ideas, or any other response regarding the Developer Tools or the Service (collectively, "Feedback"), the Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Miro has the right to use the Feedback at its sole discretion, including, but not limited to, the incorporation of suggested changes into the Developer Tools or the Service. You hereby grant Miro an unlimited, irrevocable, perpetual, sublicensable (through multiple tiers), transferable, royalty-free license to use and exploit any such Feedback for any purpose without any restriction, obligation, or compensation to you.

4.54.5 Miro Independent Development You acknowledge and agree that Miro may be independently creating applications, content, and other products or services that may be similar to or competitive with Your Apps and their content or features. Nothing in these Terms will be construed as restricting or preventing Miro from creating and fully exploiting Your Apps, content, features, and other items, without any obligation to you, or independently creating software, tools, or other technology similar to Your Apps, including any underlying technology therein.

4.64.6 Transparency & Reporting Generally, you are expected to exercise good judgment and submit applications with reasonable work-related or team-building purposes. If you change the function of, or discontinue, Your App, you agree to provide us with at least ninety (90) days prior written notice. If you offer a Public App for use by others outside your organization, you are solely responsible for maintaining a User agreement, privacy policy, and any additional terms ("Your App Terms") that pertain to Your App. Your App Terms must be prominently identified or located where Users download or access Your App. Your privacy policy must meet applicable legal standards and describe the collection, use, storage, and sharing of data in clear, understandable, and accurate terms. You must promptly notify us in writing via email to platform-support@miro.com of any breaches of Your App Terms that impact or may impact Customers or Users of the Service. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

4.74.7 Support You are solely responsible for, and Miro will have no responsibility for, handling the support, operation, and/or maintenance of Your Public Apps. You must supply and maintain valid and accurate contact information that will be displayed in each application detail page of the Miro Marketplace and made available to Users for customer support and legal purposes. Failure to provide adequate information or support for Your Public Apps may result in low ratings, less prominent placement, or removal from the Miro Marketplace.

55. Data

5.15.1 Use of Data Protecting User data, statistics, analytics, or other information (collectively, "Data") is very important at Miro, and must also be for each Developer. You are responsible for good Data stewardship practices for all Public Apps in accordance with reasonable industry standards. First and foremost, you have no independent rights to any Data. In accordance with this, Public Apps and Developers are prohibited from:

• ·a. Collecting, storing, disclosing, transferring, and/or using Data without obtaining proper consent of the User or in violation of any applicable law.
• ·b. Selling User Data for any purpose.
• ·c. Using Data to contact Users without express permission through a clear and separate opt-in permissions process. You may only contact Users for emergencies in which the safety and security of the User is otherwise at risk and in compliance with the law.
• ·d. Asking Users to provide sensitive, private, and confidential Personal Data (as defined below), such as credit card numbers or passwords, unless specifically necessary as part of Your App's legitimate function and purpose.
• ·e. Renting, selling, or sharing Data with third parties under any circumstances.
• ·f. Creating applications that encourage installers to circumvent or interfere with their own workplace and employer data, privacy, and security policies.
• ·g. Exploiting Data to create User profiles other than that which is necessary for Your App to function.
• ·h. Ignoring a User's request for deletion. When a User deletes Your App or if you discontinue Your App you must delete all associated Data within fourteen (14) business days.
• ·i. Combining Data with data gathered from other sources for any purposes unrelated to the use of Your App.
• ·j. Requesting and using scopes, also known as permissions, not required for Your App's functioning. Use only the appropriate and necessary scopes and clearly define the need for scopes within Your App's description.
• ·k. Failing to notify users about privacy and their Data. Your App must include a publicly-available and easily-accessible privacy policy that complies with applicable laws and that explains how Your App collects, processes, and stores Personal Data (as defined below). Your privacy policy must include, among other things, information about data storage, security controls, data retention, and individual rights.
• ·l. Accessing Data for surveillance purposes. You may not allow or assist any entity to conduct surveillance or obtain Data using your access to the Developer Tools.
• ·m. Otherwise exploiting Data in a way not approved by Miro and not disclosed to and permitted by Users.
• ·n. Using Data or content from Miro in any advertisements or for purposes of targeting advertisements or contacting Users, including in Your Apps, or anywhere you promote Your App.

5.25.2 Data Storage Your network and the operating system and software of your web servers, databases, and computer systems must be properly configured to securely operate Your App and store Data (if Users properly consent to the storage of their Data). Data must be stored and served using strong encryption. You and Your Apps are prohibited from:

• ·a. Degrading or compromising security in any way.
• ·b. Providing access to Miro, the Developer Tools, and/or the Service in any fraudulent or unauthorized way, including bypassing or circumventing Miro protocols and access controls.
• ·c. Using unpublished APIs.
• ·d. Including misleading and/or deceptive statements about Your App functionality, performance, origin, or Data use.
• ·e. Transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or Data.
• ·f. Attempting to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Developer Tools or any portion of the Developer Tools.

5.35.3 Data breach If Data is breached, exposed, or otherwise compromised through Your App, or if you think you may have received any Personal Data (as defined below) from Miro, you must immediately inform Miro at security@miro.com.

66. Compliance with Laws

·Your Apps must comply with all applicable laws and legal requirements in all locations where they are made available to Users. You and Your Apps are also prohibited from:

• ·a. Permitting use by children under the age of 16.
• ·b. Spamming, harassing, stalking, intimidating or threatening Users.
• ·c. Allowing impersonation of Users or otherwise allowing for false representations within Your App.
• ·d. Facilitating violations of the law.
• ·e. Infringing on anyone else's intellectual property rights (including Miro's).
• ·f. Representing that Your App is authorized by or produced by another company or organization.
• ·g. Allowing or facilitating financial transactions conducted in an insecure and unapproved manner.

77. Our Right to Suspend and Audit

·If Miro believes that there is a violation of these Terms that can simply be remedied by modifying or updating Your App, Miro will, in most cases, contact you and request direct action rather than intervene. Miro may use your name, address, and other contact details to contact you or provide this contact information to any third party that reasonably, in Miro's sole determination, claims that you do not possess all of the necessary intellectual property rights. In some instances, Miro may, in its sole discretion, take appropriate direct action if you are not responsive or if Miro believes there is a credible risk of harm to Miro, the Service, Users, or any other third parties.

·Miro reserves the right to audit Your Apps at any time to ensure they do not violate our terms and policies. You agree that you will cooperate with inquiries related to any audit and provide us with proof that Your App complies with our terms and policies. If you fail an audit before notifying us of any issues, penalties will be more severe.

·Violations of these Terms may result in immediate discontinuation of your and/or Your App's access to the Developer Tools, immediate removal of Your App from the Marketplace, and legal or other action deemed necessary by Miro with or without notice to you. If requested, you agree to provide us with proof of compliance with these Terms.

88. Termination

8.18.1 For Convenience Either party may terminate these Terms in whole or part for convenience by giving thirty (30) days' prior written notice to the other party.

8.28.2 For Cause Either party may terminate these Terms in whole or part by giving written notice to the other party if the other party: i) breaches any material term of these Terms and fails to cure the breach within thirty (30) days after receipt of notice of the breach; ii) at the written recommendation of a government or regulatory agency following a change in either applicable law or the Developer Tools; or iii) upon the commencement by or against the other party of insolvency, receivership, or bankruptcy proceedings or any other proceedings or an assignment for the benefit of creditors.

8.38.3 Effect of Termination Upon termination of these Terms or discontinuation of your access to the Developer Tools, (i) all rights and licenses granted in these Terms will terminate, (ii) each party will cease using the other party's Marks, (iii) you will cease using the Developer Tools, and (iv) the receiving party will delete the disclosing party's Confidential Information (defined below) and if requested certify deletion. Neither party will have any liability arising solely from a permitted termination of these Terms.

8.48.4 Discontinue Developer Tools We may decide to discontinue the Developer Tools in response to unforeseen circumstances beyond Miro's control or to comply with a legal requirement. If we do so, we'll give you reasonable prior notice so that you can export your materials from our systems.

99. Confidentiality

9.19.1 Subject to the exceptions set forth in these Terms, all non-public information disclosed by one party to the other party during the Term, whether in oral, written, graphic, or electronic form, shall be deemed to be "Confidential Information". Confidential Information does not include information which the receiving party can document:

• ·a) is part of the public domain at the time of disclosure;
• ·b) becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred, or permitted access to such information;
• ·c) becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment;
• ·d) is independently developed by the receiving party without the use of or access to the disclosing party's Confidential Information; or
• ·e) is released from the confidentiality obligations herein by written consent of the disclosing party.

9.29.2 During the Term, and for at least three (3) years thereafter, the receiving party shall hold the disclosing party's Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under these Terms, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.

9.39.3 Each party may disclose Confidential Information only to those of its employees, agents, or subcontractors who have a need for it in order to perform or exercise such party's rights or obligations under these Terms and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Terms. Each party may disclose the other party's Confidential Information in any legal proceeding or to a governmental entity as required by law.

9.49.4 Upon termination of these Terms, the receiving party will promptly delete, destroy, or, at the disclosing party's request, return to the disclosing party, the disclosing party's Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the disclosing party with certification of compliance with this subsection.

1010. Indemnification

10.110.1 Indemnification by you You shall indemnify, hold harmless, and defend Miro, its Affiliates, clients, agents, officers, licensors, distributors, and/or any authorized representatives, and the officers, directors, and employees of each (jointly, "Miro's Indemnitees") from and against any and all third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements costs, and expenses (including any and all reasonable attorneys' fees) which may be suffered, made, or incurred by any of such Miro's Indemnitees arising out of or relating to:

• ·(a) any breach or alleged breach of these Terms by you or by a User of Your Apps;
• ·(b) any third party claim arising out of or in relation to Your Apps or use of Your Apps, including without limitation any claim that any of Your Apps or use of Your Apps violates any applicable law or violates, infringes, or misappropriates any proprietary or intellectual property right of any third party;
• ·(c) your relationships or interactions with any User of Your Apps, including any dispute between you and any User of Your Apps, and
• ·(d) any representation, warranty, or guarantee made by you with respect to any of Your Apps that is inconsistent with or in addition to those made in these Terms.

10.210.2 Indemnification Procedure As a material condition of the indemnification provided in these Terms, promptly after the indemnified party obtains knowledge of the existence or commencement of the claim, the indemnified party will notify the indemnifying party of the claim in writing; provided however, that the indemnifying party's indemnity obligations will be waived only if and to the extent that its ability to conduct the defense is materially prejudiced by this failure to give notice. The indemnifying party will assume the sole control of defense and settlement of the claim with counsel reasonably satisfactory to the indemnified party at the indemnifying party's risk and expense; provided, however, that the indemnified party

• ·(a) may join in the defense and settlement of the claim and employ counsel at its own expense, and
• ·(b) will reasonably cooperate with the indemnifying party in the defense and settlement of the claim.

·The indemnifying party may not settle any claim without the indemnified party's written consent unless the settlement:

• ·(c) includes a release of all covered claims pending against the indemnified party;
• ·(d) contains no admission of liability or wrongdoing by the indemnified party; and
• ·(e) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items.

·Notwithstanding anything contained in these Terms, Miro may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Miro's prior written consent (not to be unreasonably withheld) if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

1111. Representations & Warranties

11.111.1 Your Representations and Warranties You hereby represent and warrant that:

• ·(a) you have full power and authority to enter into and perform these Terms and to make, distribute, operate, support, promote, and exploit Your Apps without violating any other agreement;
• ·(b) Your Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws, rules, or regulations;
• ·(c) all information you provide to Miro is and will be true, accurate, and complete;
• ·(d) you will not interfere with Miro's business practices, including in relation to the Service or Developer Tools; and
• ·(e) you agree and are obliged to comply with all applicable laws, rules, and regulations applicable to the access and/or use of the Developer Tools.

1212. Disclaimer of Warranties

·To the fullest extent permissible under applicable law, the Developer Tools 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 resides with you.

·MIRO, AND ITS AFFILIATES, CLIENTS, AGENTS, OFFICERS, LICENSORS, DISTRIBUTORS, AND/OR AUTHORIZED REPRESENTATIVES DO NOT WARRANT THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE DEVELOPER TOOLS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE OPERATION OF THE DEVELOPER TOOLS WILL OPERATE IN COMBINATION WITH NON-MIRO PROGRAMS USED BY YOU, THAT THE FEATURES OR FUNCTIONALITIES OF THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY TIME IN THE FUTURE, OR THAT ALL ERRORS IN THE DEVELOPER TOOLS OR DOCUMENTATION WILL BE CORRECTED. MIRO SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE DEVELOPER TOOLS COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S). THE WARRANTIES ABOVE ARE THE EXCLUSIVE WARRANTIES REGARDING THE DEVELOPER TOOLS 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.

·No oral or written advice provided by Miro, its Affiliates, clients, agents, officers, licensors, distributors, and/or any authorized representatives shall create any implied warranty.

1313. Limitation of Liability

·TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIRO, ITS AFFILIATES, CLIENTS, AGENTS, OFFICERS, LICENSORS, DISTRIBUTORS, AND/OR ANY AUTHORIZED REPRESENTATIVES BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSSES, COSTS, OR EXPENSES OF ANY KIND RESULTING FROM POSSESSION, ACCESS, USE, OR MALFUNCTION OF THE DEVELOPER TOOLS, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, BUSINESS, LOSS OF USE OR LACK OF AVAILABILITY OF COMPUTER RESOURCES, LOST OR CORRUPT DATA, RE-PROCUREMENT AMOUNT, ANTICIPATED SAVINGS, WASTED EXPENDITURE, OR OTHER COMMERCIAL OR ECONOMIC LOSS; OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, AGGRAVATED, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THESE TERMS OR THE DEVELOPER TOOLS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT MIRO, ITS AFFILIATES, CLIENTS, LICENSORS, DISTRIBUTORS, AND/OR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION, MIRO'S AFFILIATES, LICENSORS, DISTRIBUTORS, AND/OR AUTHORIZED REPRESENTATIVES ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THESE TERMS AGAINST YOU. THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT MIRO OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

·EXCEPT AS OTHERWISE LIMITED BY APPLICABLE LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR AGGREGATE LIABILITY TO YOU TO DIRECT, PROVABLE DAMAGES IN AN AMOUNT THAT WILL NOT EXCEED USD $75.

·These Terms provide you specific legal rights, and you may have other rights that may vary depending on your geographic location. Legislation of some states/countries do not allow certain limitations of liability, and henceforth these limitations of liability shall apply to the fullest extent permitted by law in your applicable jurisdiction.

·The limitations of liability contained in this Section 13 (Limitation of Liability) will survive termination or expiration of these Terms and apply in any and all circumstances (except as expressly set forth above).

1414. Disputes

14.114.1 General In the event of any dispute or claim arising out of or relating to these Terms, not including those related to the infringement of intellectual property rights or breach of confidentiality obligations under these Terms(a "Dispute"), each party will appoint a duly authorized representative which will confer with the other party before either party brings legal action to make a reasonable and good faith effort to settle or otherwise resolve such Dispute.

14.214.2 Mediation In the event of any Dispute, the parties agree in the first instance to discuss and consider referring the dispute to non-binding mediation under the International Chamber of Commerce Mediation Rules. The language of the mediation shall be the English language.

14.314.3 Pretrial Procedure In the event of any Dispute, a pretrial dispute resolution procedure is obligatory for you. Your claim should be provided to Miro using the contact information described at Section 15.16 (General Announcements/Legal Notices) below. It should include a specific list of alleged violations on behalf of Miro, account login, contact information, and your signature. Failure to comply with these requirements will be deemed a failure to comply with the pretrial dispute resolution procedure. The claim review and response period is thirty (30) business days from its receipt.

14.414.4 Waiver of Jury Trial Both you and Miro waive their constitutional and statutory rights to go to court and have a trial in front of a judge or a jury, instead electing that all claims and disputes be resolved by a competent judge.

14.514.5 NO CLASS ACTIONS You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed.

14.614.6 Attorneys' Fees The prevailing party in any action to enforce these Terms will be entitled to recover its reasonable attorneys' fees, expenses, and costs in connection with such action.

1515. General Provisions

15.115.1 Amendment These Terms may be amended, edited, or otherwise modified by Miro, at its sole and final discretion, provided that we will provide you with notice of any material amendments at least thirty (30) days before the amendments take effect, either by emailing you at the email address associated with your account or messaging you through the Developer Tools. If you continue to use or access the Developer Tools after changes have been posted or they otherwise become effective, you will have provided your express acceptance of any amendments.

15.215.2 Entire Agreement; Severability These Terms are binding upon and inure to the benefit of each of the parties to these Terms and their respective successors. These Terms, together with the Miro App Development Policy, our Terms of Service, Privacy Policy, and other terms agreed to by the parties, constitute the entire agreement between you and Miro concerning the Developer Tools and/or Your Apps and supersede and replace any prior or contemporaneous agreements (written or oral) or terms and conditions applicable to the Developer Tools and/or Your Apps. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of these Terms shall remain in full force. Without limiting the foregoing, it is expressly understood and agreed that in the event any remedy under these Terms is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in these Terms shall remain in full force and effect. A party's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of the right or provision.

15.315.3 Force Majeure Neither party will be liable for any failure or delay in the performance of its obligations under these Terms to the extent that such failure or delay is due to events beyond the party's reasonable control, which may include natural disasters, terrorism, riots, insurrection, war, and extraordinary governmental action.

15.415.4 Application of Consumer Law The Developer Tools and documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws (for example, in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude, or modify any statutory warranties, guarantees, rights, or remedies you have, and our liability is limited (at our option) to the replacement or repair of the Developer Tools.

15.515.5 Headings, Interpretation The headings, section titles, and captions used in these Terms are for convenience of reference only and will have no legal effect. All defined terms include related grammatical forms, and, whenever the context may require, the singular form of nouns and pronouns include the plural, and vice versa.

15.615.6 Equitable remedies You hereby acknowledge and agree that if these Terms are not specifically enforced, Miro will be irreparably damaged, and therefore you agree that Miro shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of these Terms, in addition to any other available remedies.

15.715.7 Third party links and Developer Tools Miro may enter into agreements with authorized third-party providers in order to promote, market, and support its Developer Tools and/or Your Apps. You hereby authorize Miro's third party providers to promote, market, and support Your Apps. Miro shall not be liable for:

• ·(a) the actions or conflicting representations made by its business partners;
• ·(b) any additional obligations that our business partners have to our Users; or
• ·(c) any products or services that our business partners may supply to you under any separate terms or agreements, which shall govern such provision.

·The provision of such links does not imply any endorsement of such third-party websites (or their products and services).

15.815.8 Survival The rights and obligations of either party that by their nature would continue beyond the expiration or termination of these Terms will survive expiration or termination of these Terms, including without limitation warranty disclaimers, indemnities, and limitations of liability.

15.915.9 Personal Data You hereby acknowledge that, during the Term, Your Apps and your use of the Developer Tools will conform to the rules, privacy laws, and regulations that might be enacted and/or enforceable in your jurisdiction and/or the jurisdiction of the User respecting the collection, use, and disclosure of "personal data" or "personal information" as defined by applicable law ("Personal Data") of any User, employee, client, or developer of yours (that is, information about an identifiable individual), but that does not include

• ·(a) name or title of any business contact(s) involved in the performance of these Terms or
• ·(b) the business address or telephone number of an organization.

·We will not provide you with any Personal Data apart from our contact information, and you will not provide us with any Personal Data apart from your contact information unless you first enter into a written data protection agreement with Miro. You agree that any and all information concerning any User, person, or client collected by way of use of the Developer Tools is to be kept confidential, and you understand and agree that any disclosure of such information must be in compliance with your then-in-effect privacy policy and applicable privacy laws. For more information, please review our Privacy Policy.

15.1015.10 Export control You agree not to use the Developer Tools in violation of any U.S. or foreign export embargo, prohibition, or restriction, including without limitation if you or your Users are barred from installing or using the Developer Tools under any export control law, or if you or your Users are located in a jurisdiction that is subject to United States of America sanctions regulations, including without limitation Cuba, Iran, North Korea, Sudan, and Syria, and which are subject to change as posted by the United States government.

15.1115.11 Time Limitations on Claims No claim, suit, action, or proceeding relating to these Terms may be brought by either party more than two (2) years after the cause of action has accrued. Any actions, lawsuits, or proceedings must be conducted solely on an individual basis and the parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action or in any other capacity acting in a representative capacity.

15.1215.12 Assignment You may not assign, delegate, or transfer any right or obligation under these Terms. Any non-permitted assignment is void. Miro may assign these Terms and its rights and obligations hereunder to any of its Affiliates or in connection with an acquisition, consolidation, merger, reorganization, or sale of all or substantially all of its assets or voting securities that relate to the provision of the Developer Tools under these Terms.

15.1315.13 Relationship The parties are independent contractors. These Terms do not create a partnership, joint venture, employment, franchise, agency, or fiduciary relationship between the parties.

15.1415.14 Newsletter Our website may allow you to subscribe to our Developer Tools newsletter, which may be provided by us or through an authorized third party. Through our newsletters, you may receive information according to your subscriber preferences. As our subscriber, you will receive a conspicuous communication indicating your subscription and you will be able to select the amount and type of emails that you receive. If you wish to unsubscribe, you will find 'unsubscribe' and similar links on our emails and in your account preferences. You can find more information about managing your emails from Miro here.

15.1515.15 Governing Law; Venue These Terms and the interpretation of these Terms shall be governed by and construed in accordance with the laws of the State of California, United States of America without giving effect to the principles thereof relating to conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or Developer's use of the Developer Tools. The parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in San Francisco, California for any claim arising out of or concerning the validity, performance, or enforcement of these Terms and hereby consent to the personal jurisdiction of such courts.

15.1615.16 General Announcements/Legal Notices Miro may send announcements of general interest by email or by posting on its website or through your Service account, such as notices of new features 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 Legal Department and with a copy emailed to legal@miro.com.