Sommaire
Sommaire
Published Date: July 26 2022
These Miro Marketplace Terms of Use, which include any Marketplace Policies (collectively, “Terms of Use”), form a legally binding agreement between you and RealtimeBoard, Inc. dba Miro (“Miro”), and are effective as of the date that you assent to these Terms of Use. Definitions of capitalized terms are found in Section 14 (Definitions) or contextually below.
These Terms of Use govern your access to and use of the Miro Marketplace (“Miro Marketplace”), and you are prohibited from accessing or using the Miro Marketplace unless you have assented to these Terms of Use. Your continued use of the Miro Marketplace constitutes your assent to these Terms of Use.If you do not agree with these Terms of Use, you may not access or use the Miro Marketplace.
If you are accepting these Terms of Use on behalf of your company, all references to “you” in these Terms of Use mean your company, and you represent that (a) you have full legal authority to accept these Terms of Use on behalf of your company, (b) that you have read and understand these Terms of Use, and (c) that you assent, on behalf of your company, to these Terms of Use.
You may not access or use the Miro Marketplace for purposes of monitoring Miro, its applications, or its services, including the functionality or performance thereof, or for any other benchmarking or competitive purposes.
1.1 The Miro Marketplace is an online marketplace where you may browse, find, and download Apps for use with the Service. On the Miro Marketplace, you have the rights and responsibilities described in these Terms of Use.
1.2 The Miro Marketplace is not intended for, and may not be used by, anyone under the age of 16. You represent that you are at least 16 years old, and you are responsible for ensuring that all users accessing the Miro Marketplace on your behalf are at least 16 years old.
1.3 These Terms of Use do not grant any rights to Miro’s developer platform, access to and use of which is subject to the then-current version of the Developer Terms of Use. Neither party is developing intellectual property under these Terms of Use for or with the other party.
1.4 These Terms of Use do not grant any rights to use the Service, access to and use of which is subject to the (i) the then-current version of the MCA or Terms of Service (as applicable) or (ii) other electronic or written agreement governing access to and use of the Service (“Customer Agreement”).
1.5 The listing for each App will identify the provider of the App, which may be Miro or a third party. Apps for which Miro is the provider are “Miro Apps”, and Apps for which the provider is a third party are “Third-Party Apps”.
1.6 You may choose to use the Service with Third-Party Apps, and your decision to do so is your sole responsibility. Your usage of any Third-Party App is subject to separate terms between you and the provider (“Third-Party Terms”). Miro is not a party to and is not bound by any Third-Party Terms, nor do any Third-Party Terms modify any of these Terms of Use or any other terms between you and Miro. Miro does not control and has no liability for Third-Party Apps, including their security, functionality, operation, availability, interoperability, or how Third-Party Apps or their providers use your data.
1.7 You are solely responsible for the payment of any fees directly to the provider of a Third-Party App (as applicable), and Miro is not responsible for billing disputes arising from purchases made for Third-Party Apps. Miro does not process any such payments, nor is Miro able to issue refunds for such payments. Miro is not responsible for the pricing of Third-Party Apps.
1.8 Only to the extent you are expressly authorized by Miro (either directly or in conjunction with a reseller) to market the Service to, and accept orders for the Service from, Customers, the following will apply: (a) You will ensure that each Customer is notified of and assents to these Terms of Use with no alteration or amendment prior to their access to or use of the Miro Marketplace; (b) for clarity, you have no authority to negotiate these Terms of Use, and you will immediately refer any Customer questions or comments regarding these Terms of Use directly to Miro; (c) any access or use of the Miro Marketplace by a Customer is subject to that Customer’s assent to these Terms of Use; (d) if you become aware of any unauthorized use of the Miro Marketplace by a Customer or of any failure by a Customer to comply with these Terms of Use, you will immediately notify Miro and at Miro’s direction use best efforts to assist Miro in the enforcement of these Terms of Use against such Customer; and (e) you acknowledge that Miro may enforce its suspension and termination rights in these Terms of Use against Customers the same as with any other permitted user of the Miro Marketplace and/or Apps, provided Miro will use reasonable efforts to give you notice as Miro deems appropriate in its sole discretion.
2.1 For any or no reason, and at its sole discretion, Miro may cease providing the Miro Marketplace (in whole or in part, and temporarily or permanently), to you or to users generally, without notice to you.
2.2 Miro may disable or suspend access to your account on the Miro Marketplace for any or no reason, at its sole discretion, and without notice to you.
2.3 Miro is not responsible for or liable in any way for supporting any Third-Party Apps.
2.4 Miro reserves the right (but will have no obligation) to modify, refuse, review, or remove any App from the Miro Marketplace for any or no reason, at its sole discretion, and without notice to you.
3.1 For clarity, your decision to use a Third-Party App with the Service is your sole responsibility. When you choose to use a Third-Party App with the Service, this may include authorizing the provider to access or use your data, including certain data in the Service. Any use of your data by a Third-Party App, or by the provider thereof, is subject to your agreement with its provider and not these Terms of Use. Miro is not responsible for any access, transfer, use, security, or storage of your data or information by providers of Third-Party Apps, or for the privacy or security practices of the provider’s vendors or third-party processors.
3.2 Any data that Miro collects from you as a result of your access to or use of the Miro Marketplace, or that it receives from Third-Party App providers on your behalf, is subject to the then-current version of the Privacy Policy.
3.3 You authorize Miro to generate and use technical data and related information (including Miro’s technical logs, data, and learnings about your use of the Miro Marketplace and Miro Apps) in a non-personally identifiable format to operate, improve, analyze, and support the Miro Marketplace and Miro Apps and for other lawful purposes. Providers of Third-Party Apps may also use this information in a non-personally identifiable format to operate, improve, analyze, and support their Third-Party Apps.
3.4 Your use of the Miro Marketplace and the Apps will comply with all applicable Laws, including those related to data privacy.
Miro may enter into agreements with certain third parties in order to promote and market the Apps. Miro shall not be liable for: (i) the actions or conflicting representations made by its such third parties; (ii) any additional obligations that such third parties have to Customers; or (iii) any products or services that such third parties may supply to you under any separate terms or agreements, which shall govern such provision.
CERTAIN LINKS ON THE MIRO MARKETPLACE WILL ALLOW YOU TO VISIT THIRD-PARTY WEBSITES. SUCH WEBSITES ARE NOT UNDER MIRO’S CONTROL AND MIRO ISN’T RESPONSIBLE FOR CONTENTS OF SUCH WEBSITES, ANY LINKS PROVIDED THEREIN, OR ANY UPDATES THERETO. MIRO MAKES SUCH LINKS AVAILABLE TO YOU AS A CONVENIENCE, AND MIRO’S INCLUSION OF SUCH LINKS ON THE MIRO MARKETPLACE DOES NOT IMPLY MIRO’S ENDORSEMENT OF SUCH THIRD-PARTY WEBSITES (OR THEIR PRODUCTS AND SERVICES).
6.1 To the extent the Miro Marketplace allows you to post reviews of and/or post comments about Apps on the Miro Marketplace, the following will apply:
6.1.1 When you post a review or comment on the Miro Marketplace, your name and profile information may appear. If you do not want this information to appear, you may not post reviews or comments on the Miro Marketplace.
6.1.2 Miro may, at its sole discretion and for any or no reason at any time, remove or edit any review or comment on the Miro Marketplace.
6.1.3 Miro does not assert any ownership rights in the content of reviews or comments that you post on the Miro Marketplace. However, you hereby grant Miro a non-exclusive, worldwide, irrevocable, perpetual, transferable, sublicensable (through multiple tiers), full paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform, and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do same.
7.1 You may be required to provide certain personal information about yourself in order to access or use certain Apps. It is your responsibility to ensure that any such information that you provide to Miro is accurate, correct, and current.
7.2 You may only use the Miro Marketplace in accordance with these Terms of Use and any applicable Laws.
7.3 Unless otherwise agreed by separate agreement between you and Miro, you are prohibited from the following:
7.3.1 Access (or attempt to access) the Miro Marketplace by any means not provided by Miro;
7.3.2 Provide access to, distribute, resell, sell, or sublicense the Miro Marketplace (or any element thereof) for any purpose;
7.3.3 Access or use the Miro Marketplace on behalf of third parties;
7.3.4 Use the Miro Marketplace to develop a similar or competing product or service;
7.3.5 Decompile, disassemble, reverse engineer, or otherwise seek to access the source code or non-public APIs of the Miro Marketplace or Apps, except to the extent expressly permitted by Law (and then only with prior notice to Miro);
7.3.6 Take any action to circumvent or defeat the security or content usage rules deployed, enforced, or provided by any functionality in the Apps;
7.3.7 Use the Apps to access, copy, transcode, transfer, or retransmit content in violation of any Law or third party rights;
7.3.8 Modify or create derivative works of the Miro Marketplace, copy any element of the Miro Marketplace, or incorporate the Miro Marketplace into or with other products or services;
7.3.9 Remove or obscure any product identification or proprietary notices in the Miro Marketplace or Apps;
7.3.10 Publish benchmarks or performance information about the Miro Marketplace;
7.3.11 Interfere with the Miro Marketplace’s operation, circumvent its access restrictions, or conduct any security or vulnerability test of the Miro Marketplace;
7.3.12 Transmit any viruses or other harmful materials to or through the Miro Marketplace; or
7.3.13 Authorize, enable, encourage, induce, or permit any Customer or other third party to do any of the above.
7.4 YOU ARE SOLELY RESPONSIBLE FOR (A) YOUR USE OF THE MIRO MARKETPLACE AND ANY APPS OBTAINED THROUGH THE MIRO MARKETPLACE, (B) ANY BREACH OF THESE TERMS OF USE, AND FOR (C) THE CONSEQUENCES (INCLUDING ANY DAMAGES OF THAT MIRO MAY SUFFER) OF ANY BREACH OF THESE TERMS OF USE. ANY USE OF THE MIRO MARKETPLACE IN VIOLATION OF THE FOREGOING RESTRICTIONS IN SECTION 7.3 IS STRICTLY PROHIBITED AND UNLICENSED. If Miro believes, in its sole discretion, that you have violated or attempted to violate any term, condition, or the spirit of any of such restrictions, your right and ability to use and access the Miro Marketplace and any Apps may be temporarily or permanently revoked, with or without notice.
7.5 You are solely responsible for any and all tax Laws applicable to your use of the Miro Marketplace or Apps, including but not limited to the reporting and payment of any applicable taxes.
7.6 Miro and its licensors retain all intellectual property and other rights in the Miro Marketplace, the Miro Apps, and the Service and related Miro technology, templates, formats, and dashboards, including any modifications or improvements to these items made by Miro. The provider of each Third-Party App retains all intellectual property and other rights in the Third-Party App, including any modifications or improvements to the Third-Party App made by its provider. If you provide Miro with feedback or suggestions regarding the Miro Marketplace and/or Miro Apps, Miro may use the feedback or suggestions without restriction or obligation. This is not a license under your patent rights. All Apps are provided on a license or subscription basis, not sold, and nothing in these Terms of Use provides you with any ownership rights in the Miro Marketplace or the Apps.
7.7 YOU MUST NOT USE THE MIRO MARKETPLACE AND/OR MIRO APPS WITH PROHIBITED DATA OR FOR HIGH RISK ACTIVITIES. YOU ACKNOWLEDGE THAT THE MIRO MARKETPLACE AND MIRO APPS ARE NOT INTENDED TO MEET ANY LEGAL OBLIGATIONS FOR THESE USES, INCLUDING HIPAA REQUIREMENTS, AND THAT MIRO IS NOT A BUSINESS ASSOCIATE AS DEFINED UNDER HIPAA. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, MIRO HAS NO LIABILITY FOR PROHIBITED DATA OR USE OF THE MIRO MARKETPLACE AND/OR MIRO APPS FOR HIGH RISK ACTIVITIES.
7.8 You do not need a Miro account to access and browse the Miro Marketplace, but you do need a Miro account to use any Apps.
7.9 Miro reserves the right to limit the number of requests that you can make to the Miro Marketplace in order to protect Miro’s systems.
8.1 Certain Apps may be provided with third party software that is separately licensed under an open source license (“Open Source Code”). Your use of the Open Source Code in conjunction with the applicable App(s) and/or the Service is subject to the terms of the Open Source Code license, as applicable, and not these Terms of Use or the Customer Agreement.
8.2 With regard to your access to and use of any App, to the extent that these Terms of Use and the Customer Agreement conflict, the Customer Agreement will control.
8.3 From time to time, certain Apps may communicate with their provider for the purpose of checking for available App updates. You acknowledge that by choosing to install such Apps, you may be agreeing that such updates will be automatically installed without further notice to you.
8.4 The Miro Marketplace and Miro Apps are constantly evolving as Miro refines, adds, and potentially removes features with the needs of Customers in mind. You acknowledge that any such modifications may have an adverse effect on the Miro Apps, including without limitation changing the manner in which a Miro App communicates with the Service, and you agree that Miro will not be liable to you in any way for such adverse effect.
8.5 Your access to and use of the Miro Marketplace and Apps may be subject to Laws related to export controls in connection with such access and use. You (a) agree to comply with all relevant U.S. and foreign export and import Laws in accessing and using the Miro Marketplace and any Apps, (b) agree not to access or use the Miro Marketplace or any Apps in violation of any U.S. export embargo, prohibition, or restriction, and (c) will not (and will not authorize, enable, encourage, induce, or permit any third party to) access or use the Miro Marketplace or any Apps in violation of any U.S. export embargo, prohibition, or restriction, or submit to the Miro Marketplace or any App any information controlled under the U.S. International Traffic in Arms Regulations. Further, you represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country.
9.1 You will indemnify, hold harmless, and defend Miro, its Affiliates, Customers, agents, officers, licensors, suppliers, resellers, distributors, and/or any authorized representatives, and the officers, directors and employees of each (jointly, the “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 Miro’s Indemnitees arising out of or relating to (i) any breach of these Terms of Use by you and/or (ii) your access to or use of the Miro Marketplace or Apps.
9.2 As a material condition of the indemnification provided in this Section 9 (Indemnification), promptly after Miro obtains knowledge of the existence or commencement of a claim, Miro will notify you of the claim in writing. You will assume the sole control of defense and settlement of the claim with counsel reasonably satisfactory to Miro at your sole risk and expense; provided that Miro (i) may participate in the claim with its own counsel at its own expense, and (ii) will provide all reasonably necessary cooperation to you in the defense and settlement of the claim, at your sole expense. You may not settle any claim without Miro’s prior written consent if settlement would require Miro to admit fault or take or refrain from taking any action.
10.1 These Terms of Use will commence on the date you assent to these Terms of Use and continue until terminated by either party in accordance with the terms set forth in this Section 10 (Termination) (“Term”).
10.2 You may terminate these Terms of Use by ceasing your use of the Miro Marketplace and all Apps.
10.3 Miro may, at any time and without notice, immediately terminate these Terms of Use with you if (a) it determines in its sole discretion that you have materially breached any provision of these Terms of Use, (b) it determines in its sole discretion that termination is necessary to comply with Laws or avoid liability or harm to its services, reputation, or users, or (c) it decides to cease providing the Miro Marketplace.
10.4 Upon any permitted termination of these Terms of Use, all rights granted to you by Miro under these Terms of Use will terminate. Neither party will have any liability arising solely from a permitted termination of these Terms of Use.
11.1 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE MIRO MARKETPLACE AND APPS ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS (INCLUDING, BUT NOT LIMITED TO, BUGS, VIRUSES, ERRORS, AND OTHER RELATED SOFTWARE SECURITY FLAWS AND VULNERABILITIES), WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE OF THE MIRO MARKETPLACE AND APPS RESIDES WITH YOU.
11.2 MIRO, AND ITS AFFILIATES, CUSTOMERS, AGENTS, OFFICERS, LICENSORS, SUPPLIERS, RESELLERS, AND/OR DISTRIBUTORS, DO NOT WARRANT THAT THE MIRO MARKETPLACE OR APPS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE MIRO MARKETPLACE OR APPS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE OPERATION OF THE MIRO MARKETPLACE OR APPS WILL OPERATE IN COMBINATION WITH NON-MIRO PROGRAMS USED BY YOU, THAT THE FEATURES OR FUNCTIONALITIES OF THE MIRO MARKETPLACE OR APPS WILL BE AVAILABLE AT ANY TIME IN THE FUTURE, OR THAT ALL ERRORS IN THE MIRO MARKETPLACE OR APPS OR RELATED DOCUMENTATION WILL BE CORRECTED. MIRO SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT YOUR PROPOSED USE OF THE MIRO MARKETPLACE OR APPS COMPLIES WITH APPLICABLE LAWS IN YOUR JURISDICTION(S). THE WARRANTIES ABOVE ARE THE EXCLUSIVE WARRANTIES REGARDING THE MIRO MARKETPLACE AND APPS AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES BY MIRO, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11.3 NO ORAL OR WRITTEN ADVICE PROVIDED BY MIRO, ITS AFFILIATES, CUSTOMERS, AGENTS, OFFICERS, LICENSORS, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND/OR ANY AUTHORIZED REPRESENTATIVE, SHALL CREATE ANY IMPLIED WARRANTY.
12.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (AS DESCRIBED IN THIS SECTION 12), IN NO EVENT SHALL MIRO, ITS AFFILIATES, CUSTOMERS, AGENTS, OFFICERS, LICENSORS, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND/OR ANY AUTHORIZED REPRESENTATIVE, 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 MIRO MARKETPLACE AND/OR APPS, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS, BUSINESS, LOSS OF USE, OR LACK OF AVAILABILITY OF COMPUTER RESOURCES, LOST OR CORRUPT DATA, 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 OF USE OR THE MIRO MARKETPLACE AND/OR APPS, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT MIRO, ITS AFFILIATES, CUSTOMERS, LICENSORS, SUPPLIERS, RESELLERS, AND/OR DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 12, MIRO’S AFFILIATES, AGENTS, CUSTOMERS, SUPPLIERS, RESELLERS, DISTRIBUTORS, AND LICENSORS 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.
12.2 EXCEPT AS OTHERWISE LIMITED BY APPLICABLE LAW (AS DESCRIBED IN THIS SECTION 12), THE LIABILITY OF MIRO AND ITS AFFILIATES TO YOU IS LIMITED TO DIRECT, PROVABLE DAMAGES IN AN AMOUNT THAT WILL NOT EXCEED USD $150.
12.3 These Terms of Use provide you with 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 in such case the limitations of liability stated in this Section 12 (Limitation of Liability) shall apply to the fullest extent permitted by law in your applicable jurisdiction(s).
12.4 The limitations of liability contained in this Section 12 (Limitation of Liability) will survive termination or expiration of these Terms of Use and apply in any and all circumstances (except as expressly set forth in this Section 12).
13.1 Amendment. Miro may amend, edit, or otherwise modify these Terms of Use at its sole discretion by posting the modified terms on the Miro Marketplace. Your continued access or use of the Miro Marketplace and any Apps after the effective date of the modified terms constitutes your assent to the modified terms. Except as provided in this Section 13.1 (Amendment), any amendments, modifications or supplements to this Agreement must be in prior writing and signed by each party’s authorized representatives.
13.2 Entire Agreement. These Terms of Use (which include any Marketplace Policies) constitute the entire agreement between you and Miro regarding their subject matter and supersede any past or contemporaneous agreements (whether oral or written) regarding their subject matter. The terms in any past, contemporaneous, or future order, business form, or portal will not amend or modify these Terms of Use and are expressly rejected by Miro and will have no legal effect.
13.3 In these Terms of Use, headings are for convenience only and “including” and similar terms are to be construed without limitation. If any provision of these Terms of Use is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms of Use remain in effect. A party’s failure to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.
13.4 Force Majeure. Miro’s isn’t liable for any delay or failure to perform any obligation under these Terms of Use 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.
13.5 Equitable Remedies. You hereby acknowledge and agree that if the terms of these Terms of Use are not specifically enforced, Miro will be irreparably damaged, and therefore you agree that Miro will 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 of Use, in addition to any other available remedies.
13.6 Survival. The rights and obligations of either party that by their nature would continue beyond the expiration or termination of these Terms of Use will survive expiration or termination of these Terms of Use, including without limitation, payment obligations, warranty disclaimers, indemnities, and limitations of liability.
13.7 Severability. In the event that any provision of these Terms of Use is found invalid or unenforceable, the remainder of these Terms of Use will remain valid and in force. Without limiting the foregoing, it is expressly understood and agreed that in the event any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in these Terms of Use will remain in full force and effect.
13.8 Subcontractors; Assignment. Miro may use subcontractors and permit them to exercise Miro’s rights under these Terms of Use, but Miro remains responsible for their compliance with these Terms of Use and for its overall performance under these Terms of Use. You may not assign or transfer these Terms of Use. Miro may assign and transfer its rights and obligations under these Terms of Use.
13.9 Relationship. No relationship of partnership, joint venture, employment, franchise, or agency is hereby created between the parties.
13.10 Governing Law; Venue. These Terms of Use and the interpretation of the terms herein 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 of Use or your use of the Miro Marketplace and/or Apps. 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 of Use and hereby consent to the personal jurisdiction of such courts.
13.11 General Announcements/Legal Notices. Miro may send announcements of general interests by email or by posting on its website or through your account, such as notices of new Apps or upcoming events. Notices to you will be sent to your designated contact information and you will immediately notify Miro if your contact information changes. Miro will provide you with legal notices by email, mail, or courier to the address provided by you. All legal notices to Miro must be in writing and mailed to the address of Miro’s then-current corporate headquarters listed on miro.com/contact/ to the attention of the Miro Legal Department and with a copy emailed to legal@miro.com.
13.12 No Agency. Nothing in these Terms of Use is intended to, or will be deemed to, make Miro your agent.
“Affiliate” is defined in the MCA.
“App” means any content, extensions, materials, plug-ins, or software applications that are (a) designed to interoperate with the Service and (b) distributed on the Miro Marketplace.
“Customer” means a prospective or actual customer of the Service.
“Developer Terms of Use” means the Miro Developer Terms of Use, the current
version of which is here.
“Documentation” is defined in the MCA.
“HIPAA” is defined in the MCA.
“High Risk Activities” is defined in the MCA.
“Laws” means all relevant local, state, federal and international laws, regulations, and conventions, including those related to data privacy and data transfer, international communications, and export of technical or personal data.
“Marketplace Policies” means the then-current version of any Miro Marketplace-specific policies, as provided by Miro in writing and which may be updated from time to time.
“MCA” means the Miro Master Cloud Agreement, the current version of which is here.
“Privacy Policy” means the Miro Privacy Policy, the current version of which is here.
“Prohibited Data” is defined in the MCA.
“Terms of Service” means the Miro Terms of Service, the current version of which is here.
“Service” means the standard commercial offering of the Miro virtual collaboration service, as further defined in the MCA.