Publication date: November 6, 2019
Effective date: November 6, 2019
RealtimeBoard, Inc. dba Miro (“Miro”) offers various tools for developers, API partners and others who may be creating Miro applications and/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").
Any capitalized terms not defined in these Developer Terms shall have the meanings set forth in our Terms of Service. If there is a conflict between these Developer Terms and any terms in any other agreement between you and Miro, these Developer Terms will control for that conflicting terms.
If you have any questions about these Developer Terms, please contact us.
Our License To You
Our Developer Tools. Subject to your ongoing compliance with these Developer Terms and any other agreements entered into by the parties, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and 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 Miro Services and/or offered for use by third parties on the Miro application marketplace (“Miro Marketplace”).
License. The Developer Tools are owned by Miro and only licensed – not sold – to you. You acknowledge that as between you and Miro, Miro retains all worldwide right, title and interest in the Developer Tools, including without limitation all intellectual property rights therein, and, to the maximum extent permitted by applicable law, these Developer Terms do not grant you any rights in any of our Services, the Developer Tools or the content accessed through the Services or such Developer Tools. 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. 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.
Third Party Software. The Developer Tools may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") or that is separately licensed under an open source license (“Open Source Code”). Your use of the Third Party Software and Open Source Code in conjunction with the Developer Tools is subject to the Third-Party Terms or terms of the Open Source Code license, as applicable, and not these Developer Terms.
Reservation of Rights. As between you and Miro, all Developer Tools and any component thereof, including all intellectual property rights therein and thereto, are the sole and exclusive property of Miro, its affiliates and/or licensors. Miro reserves all rights not expressly granted in these Developer Terms. You do not acquire any right, title or interest to the Developer Tools, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Developer 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. Further, Miro may monitor your usage of the Developer Tools and if Miro believes that your usage is in breach of these Developer Terms or may negatively affect the Developer Tools (or otherwise impose liability on Miro) Miro may, in its sole discretion, immediately suspend Developer’s access to and/or use of the Developer Tools.
Modifications to Developer Tools. Our Developer Tools are constantly evolving as we refine, add and potentially remove features with the needs of Users of the Miro Services (each, a “User”) and Developers in mind. You acknowledge that any such modifications may have an adverse effect on Your App, including without limitation changing the manner in which it communicates with the Miro Services, and you agree that Miro shall not be liable to you in any way for such adverse effect.
Your Licenses To Us
Your Rights with respect to Your Apps. Except as otherwise provided herein, you will retain all intellectual property rights with respect to Your Apps. You may decide to use Your Apps for your own use only (“Private Apps”) or publish your apps publicly to the Miro Marketplace (“Public Apps”). You may remove your Public Apps from the Miro Marketplace at any time.
License To Marks. You grant to Miro a non-exclusive, limited, perpetual license to use your trademarks, service marks, logos, or trade names (“Marks”) and descriptive materials you publish about, any version or portion of Your App or your use of the Developer Tools to the Miro Marketplace, for the purpose of marketing and promotional activities for Miro, including without limitation, to acknowledge or promote Your Apps and/or use of the Developer Tools directly or through Miro’s third party partners and vendors. We agree that these Developer Terms do not grant us ownership of your Marks.
Your Use Of The Developer Tools
Complying With Our Policies. Any use of the Developer Tools must comply with the Miro policies and requirements set forth in the Services or other documentation provided by Miro, which may be modified from time to time in Miro’s sole discretion. Miro will use its reasonable efforts to provide you with at least thirty (30) days prior written notice when material modifications are made to these Developer Terms.
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 Miro Services. 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.
Prohibited Actions. Your use of the Developer Tools and Your App may not, directly or indirectly, do or attempt any of the following:
- 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.
- If you are assigned developer credentials (e.g., client IDs or API keys), you must use them with the applicable Developer Tools and cannot misrepresent or mask either your identity or your client’s identity when using the Developer Tools.
- Mislead or confuse Users. Your App should be transparent with Your Users about what it does, and you should obtain Your Users’ prior affirmative consent to: (a) modify Your Users’ account settings, data or device; (b) store or share Your Users’ content; or (c) attempt to gain any rights to Your Users’ content.
- Sell, redistribute, rent, transfer, copy, publish, sublicense, create derivative works of or otherwise use or exploit in any manner any portion of the Miro Services or Developer Tools or any related non-public information of Miro to any third party except as expressly permitted herein.
- Distribute, deploy, or otherwise utilize the Developer Tools for any purpose other than to facilitate the integration and/or use of Your Apps with the Services.
- Use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable documentation.
- Decompile, reverse engineer, or otherwise access or attempt to access the source code, trade secrets, or know-how for the Developer Tools and/or Miro Services not made available to you in source code form.
- 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.
- Access our Developer Tools in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or Users of the Services, or (iii) tests the vulnerability of our systems or networks without Miro’s express consent, including excessive or abusive usage.
- 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.
- Copy, frame or display any elements of the Services through Your Apps, except as expressly authorized by Miro in writing.
- Access the Developer Tools for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Developer Tools or Services.
- Degrading or compromising performance of the Services by Miro.
- Using vulgar, violent, extremer or obscene language or images, including in any description or documentation for Your Apps.
- Offering sexually-oriented, adult content or other inappropriate communications through Your App or documentation.
- Creating poor User experiences that do not add value to Users in a work setting or that detract from the overall utility of Miro Services and/or the Miro Marketplace.
- Neglecting appropriate User support.
- Advertising, including display ads, within Your App or Miro platform.
- Sub-licensing, distributing or allowing access to the Developer Tools to anyone else.
- Violating the Miro Brand Guidelines.
- Facilitate or encourage any end User to violate the Terms of Service, these Developer Terms or other Miro policies.
- Interfere with any end User’s review or acceptance of the Terms of Service, these Developer Terms or other Miro policies.
- Infringing upon any intellectual property rights in the design or development of Your App.
- 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 Developer Terms.
- Make any representations, warranties or commitments regarding Miro or on behalf of Miro (including in relation to the Services or Developer Tools).
- Use the Developer Tools for any purpose other than in a manner for which the Developer Tools is expressly designed.
Usage Limits. Miro sets and enforces limits on your use of the Developer Tools (e.g., 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.
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.
Registration of Your Apps
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.
Publishing Your Apps. As a condition of Your Apps 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 Marketplace.
Feedback. If you send us any feedback, suggestions, bug reports, enhancements, recommendations, comments, ideas or any other response regarding the Developer Tools or Miro Services (collectively, “Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Miro shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Developer Tools or Services. You hereby grant Miro an unlimited, irrevocable, perpetual, sublicensable (through multiple tiers), transferable, royalty-free license to use and exploit any such feedback or suggestions for any purpose without any restriction, obligation or compensation to you.
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 its content or features. Nothing in this Agreement 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.
Support. You will be solely responsible for, and Miro will have no responsibility to handle support, operation and/or maintenance of Your Public Apps in accordance with these Developer Terms and any terms agreed upon by you and Your Public App Users. 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.
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:
- Collecting, storing, disclosing, transferring and/or using Data without obtaining proper consent of the User or in violation of any applicable law.
- Selling User Data for any purpose.
- 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.
- Asking Users to provide sensitive, private, and confidential personal information, such as credit card numbers or passwords unless specifically necessary as part of the Application’s legitimate function and purpose
- Renting, selling or sharing Data with third parties under any circumstances
- Creating Applications that encourage installers to circumvent or interfere with their own workplace and employer data, privacy and security policies
- Exploiting Data to create User profiles other than that which is necessary for the Application to function
- Ignoring a User’s request for deletion. When a User deletes your Application or if you discontinue your Application you must delete all associated Data within fourteen (14) business days
- Combining Data with data gathered from other sources for any purposes unrelated to the use of the Application
- Requesting and using scopes not required for your Application’s functioning. Use only the appropriate and necessary scopes and clearly define the need for scopes within your Application’s description
- Accessing Data for surveillance purposes. You may not allow or assist any entity to conduct surveillance or obtain Data using your access to the Miro API
- Otherwise exploiting Data in a way not approved by Miro and not disclosed to and permitted by Users.
- 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
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. In addition, Applications and developers are prohibited from:
- Degrading or compromising security in any way
- Providing access to Miro in any fraudulent or unauthorized way, including bypassing or circumventing Miro protocols and access controls
- Using unpublished APIs
- Including misleading and/or deceptive statements about Application functionality, performance, origin or Data use
- Transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or Data
- Attempting to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Miro API or any portion thereof
Compliance with Laws. Your Apps must comply with all applicable laws and legal requirements in all locations where it is made available to Users. In addition, Applications and Developers are prohibited from:
- Permitting use by children under the age of 16
- Spamming, harassing, stalking, intimidating or threatening Users
- Allowing impersonation of Users or otherwise allowing for false representations within Your App
- Facilitating violations of the law
- Infringing on anyone else's intellectual property rights (including Miro’s)
- Representing that Your App is authorized by or produced by another company or organization
- Allowing or facilitating financial transactions conducted in an insecure and unapproved manner
Our Right to Suspend and Audit
If Miro believe that there is a violation of these Developer Terms that can simply be remedied by your modification or update of your Application, 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 directly handle and take appropriate action, in its sole discretion, if you are not responsive or if Miro believe there is a credible risk of harm to Miro, the Miro Services, 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 such an 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 the Developer Terms may result in immediate removal of your App 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 Developer Terms.
Term. The Term will begin on the date of online click-acceptance of these Developer Terms, and continue on a month-to-month basis until terminated by either party in accordance with the terms set forth herein.
For Convenience. Either Party may terminate these Developer Terms and any Developer Tools purchased hereunder in whole or part for convenience by giving thirty (30) days’ prior written notice to the other Party if the other Party; provided, however, that, unless required by applicable law, any pre-paid fees shall not be refunded for annual Paid Accounts.
For Cause. Either Party may terminate these Developer Terms and any Developer Tools purchased hereunder in whole or part by giving written notice to the other Party if the other Party: i) breaches any material term of these Developer Terms and fails to cure such breach within thirty (30) days after receipt of such notice; 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.
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.
Subject to the exceptions set forth herein, all non-public information disclosed by one party to the other party during the term of this Agreement, whether in oral, written, graphic or electronic form, shall be deemed to be “Confidential Information”. Confidential Information does not include information which: 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.
During the Term of these Developer Terms 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 Developer 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.
Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under these Developer Terms and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Developer Terms. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.
These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the receiving party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of these Developer Terms by the receiving party; which at the time of disclosure was already known to the receiving party, without restriction as evidenced by documentation in such Party's possession; or which the disclosing party confirms in writing is free of such restrictions.
Upon termination of these Developer 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.
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, 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 such Miro’s Indemnitees arising out of or relating to: (i) any breach of these Developer Terms by you; (ii) any third party claim arising out of or in relation to Your Apps or use thereof, including without limitation, any claim that any of Your Apps or use thereof violates, infringes, or misappropriate any proprietary or intellectual property right of any third party, any privacy right of any person, or is a violation of any applicable law; (iii) any dispute by you and any User of Your Apps and (iii) 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 Developer Terms.
Indemnification Procedure. As a material condition of the indemnification provided herein, promptly after the indemnified party obtains knowledge of the existence or commencement of a Claim, such 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 are 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, the indemnified party (i) may join in the defense and settlement of the Claim and employ counsel at its own expense, and (ii) 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: (1) includes a release of all covered Claims pending against the indemnified party; (2) contains no admission of liability or wrongdoing by the indemnified party; and (3) imposes no obligations upon the indemnified party other than an obligation to stop using any infringing items.
Notwithstanding anything contained in this section, 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.
Representations & Warranties
Your Representations and Warranties. You hereby represent and warrant that: (a) you have full power and authority to enter into and perform these Developer 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 Miro Services or Developer Tools; and (e) you agree and obliged to comply with all applicable laws, rules and regulations applicable to the use of the Developer Tool.
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 AND/OR DISTRIBUTORS DO NOT WARRANT THAT THE DEVELOPER TOOL WILL MEET DEVELOPER’S REQUIREMENTS, THAT THE OPERATION OF THE DEVELOPER TOOL WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE OPERATION OF THE DEVELOPER TOOL WILL OPERATE IN COMBINATION WITH NON-MIRO PROGRAMS USED BY DEVELOPER, THAT THE FEATURES OR FUNCTIONALITIES OF THE DEVELOPER TOOL WILL BE AVAILABLE AT ANY TIME IN THE FUTURE OR THAT ALL ERRORS IN THE DEVELOPER TOOL OR DOCUMENTATION WILL BE CORRECTED. MIRO SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT DEVELOPER’S PROPOSED USE OF THE DEVELOPER TOOL COMPLIES WITH APPLICABLE LAWS IN DEVELOPER’S 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 representative, shall create any implied warranty.
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 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 DEVELOPER TOOL, 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 TOOL, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY AND WHETHER OR NOT MIRO, ITS AFFILIATES, CLIENTS, LICENSORS AND/OR DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION, MIRO’S AFFILIATES, LICENSORS AND DISTRIBUTORS 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 LIABILITY TO YOU TO DIRECT, PROVABLE DAMAGES IN AN AMOUNT THAT WILL NOT EXCEED USD $75.
These Developer Terms provides 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 this limitation of liability shall apply to the fullest extent permitted by law in your applicable jurisdiction.
The limitations of liability contained in this Section (Limitation of Liability) will survive termination or expiration of these Developer Terms and apply in any and all circumstances (except as expressly set forth above)
General. In the event of any dispute or claim arising out of or relating to these Developer 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.
Mediation. In the event of any dispute arising out of or in connection with the present Agreement, 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.
Pretrial Procedure. In the event of any dispute arising out of or in connection with these Terms, a pretrial dispute resolution procedure is obligatory for you. Your claim should be sent to Miro’s notice address. It should include a specific list of alleged violations on behalf of Miro, account login, contact information and your signature. Failure to comply with the form or content of the claim leads to the failure to comply with the pretrial dispute resolution procedure. The claim review and response period is 30 (thirty) business days from its receipt.
Waiver of Jury Trial. The parties herein 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.
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. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
Attorneys’ Fees. The prevailing party in any action to enforce these Developer Terms will be entitled to recover its reasonable attorneys’ fees, expenses and costs in connection with such action.
Amendment. These Terms may be amended, edited or otherwise modified by Miro, at its sole and final discretion, provided that you will receive a notice of any material amendments thereof via the website, Developer Tool or email at least thirty (30) days before changes enter into effect. If you continue to use the Developer Tool or access the Developer Tools after changes have been posted or they otherwise become effective, you will have provided your express acceptance thereof and you will be obliged to abide by them.
Force Majeure. Miro’s performance of any part of these Developer Terms will be excused to the extent that it is unable to perform due to natural disasters, terrorism, riots, insurrection, war, extraordinary governmental action
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 (e.g., in Australia, the Competition and Consumer Act 2010 (Cth)) do apply and cannot otherwise be lawfully excluded, nothing in these API 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.
Headings, Interpretation. The headings, section titles, and captions used in these Developer 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.
Equitable remedies. You hereby acknowledge and agree that if the terms of 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.
Third party links and Developer Tools. Miro may enter into agreements with certain 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: (i) the actions or conflicting representations made by its business partners; (ii) any additional obligations that our business partners have to our Users; or (iii) 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).
Survival. The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of these Developer Terms or an Order will survive expiration or termination of these Developer Terms or the Order, including without limitation, payment obligations, warranty disclaimers, indemnities, limitations of liability, and miscellaneous.
Severability. In the event that any provision hereof or part thereof is found invalid or unenforceable, the remainder of these Terms shall 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 herein shall remain in full force and effect.
Export control. You agree not to use the Developer Tool 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 Tool under any of 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.
Time Limitations on Claims. No claim, suit, action or proceeding relating to these Developer 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.
Assignment. You may not assign these Developer Terms or any portion thereof without Miro’s prior written consent (which such consent may not be unreasonably withheld or delayed); provided, however, that you may assign these Developer Terms and all of that Party’s rights and obligations thereunder without consent (a) to an Affiliate; (b) to the Party’s successor or surviving entity in connection with a merger, acquisition, consolidation, sale of all or substantially all of its assets used in connection with the provision of Developer Tools under these Developer Terms; or (c) as part of the transfer or disposition of more than fifty percent (50%) of a Party’s voting control or assets. These Developer Terms will bind and inure to the benefit of the Parties, and their permitted assigns and successors.
Relationship. No relationship of partnership, joint venture, employment, franchise or agency is hereby created between the parties.
Publicity/Marketing. The Site may allow you to subscribe to our Developer Tool 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 subscription therefor and you will be able to select the amount and type of emails received by you. If you wish to unsubscribe, you will find ‘unsubscribe’ and similar links on our CEMs, and also in your account preferences. Here you can find more information about managing your emails from Miro. Miro may identify your as a Developer (including use of any Developer logo or trademark) and may refer to these Developer Terms in connection with its business deals, press releases, and marketing and/or promotional materials.
Governing Law; Venue. These Developer Terms 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 Developer 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 Developer Terms parties and hereby consent to the personal jurisdiction of such courts.
General Announcements/Legal Notices. Miro may send announcements of general interests by email or by posting on its website or through Developer’s Account, such as notices of new features or upcoming events. Notices to Developer will be sent to Developer’s designated contact information and Developer will immediately notify Miro if Developer’s contact information changes. Miro will provide Developer with legal notices by email, mail, or courier to the address provided by Developer. 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 email@example.com.