Miro Supplier Policies

This Supplier AI Policy (“AI Policy”) applies to all Miro vendors (each a “Supplier”) who provide to Miro, including its affiliates, (“Miro”) any services, products, software, deliverables, online platforms, or any combination thereof (“Services”) which incorporate AI Features, as defined below. This AI Policy is appended to the executed agreement between the parties for Services (“Agreement”).

All AI Features are considered part of Supplier’s Services and the parties agree to be legally bound by the terms herein. Miro will consider violations of this AI Policy a material breach of the Agreement. 

1. Definitions. 

1. “AI Features” means any part of the Services that that make use of large language models (“LLMs”) or other machine learning (“ML”) and/or artificial intelligence (“AI”) to generate Output(s) (as defined below) based on Input(s) (as defined below).  
2. “Outputs” means the resulting image, text, text effects, vector graphic file, audio file, video file or any other content, which is generated or created within the Services and/or AI Features based on the Inputs. 
3. “Inputs” means any Miro Data (as defined below) that Miro submits or that is available to Supplier in relation to the Services or AI Features, such as an audio file, video file, document, spreadsheet, image, or text (including any output parameters, such as aspect ratio, style, etc.) to receive the Output. 
4. “Miro Data” means any data, content, materials, personal data, confidential information, any other information Miro provides or makes available to Supplier, or any combination thereof.

2. Consent to Use of Miro Data. Supplier shall not use, submit, or cause any Miro Data to be input into or used by any AI Feature without obtaining prior consent in a signed writing from Miro for such usage. Additionally, Supplier shall obtain prior consent in a signed writing from Miro if any Miro Data is used to improve Supplier’s AI Features, including for training or fine-tuning underlying models, or for surveillance, profiling, or other high-risk purposes. Miro may withdraw its consent at any time during the term of the Agreement and shall have the right to disable or opt out of any AI Features at its sole discretion and without penalty. 

 3. Required Disclosures.  Supplier shall disclose to Miro:

1. whether any Services incorporate any AI Features, the scope of their use, and whether such features are developed by Supplier or third parties;
2. all third-party AI technologies or subcontractors used in connection with AI Features, and shall remain liable for their compliance with this AI Policy; 
3. where such processing occurs, including any data transfers across jurisdictions, and
4. any material changes to AI models or their functionality that may impact the quality, reliability, or nature of the Outputs in advance of such changes.  

4. Audit and Documentation Requests. Miro shall have the right to audit Supplier’s compliance with this AI Policy and request reasonable cooperation with any regulatory inquiries or investigations involving AI Features. Upon request, Supplier shall make available high-level documentation regarding the functionality, decision-making logic, and known limitations of any AI Features used and provide an algorithmic impact assessment or similar documentation describing the risks, mitigations, and oversight measures associated with any AI Feature. Supplier shall provide copies of any third-party security, privacy, or fairness audits or certifications relevant to the AI Features upon Miro’s request.

5. Ownership of Input and Output. As between Supplier and Miro, and to the extent permitted by applicable law, Miro retains any and all ownership rights in Miro Data,  Input, and Output. By providing Miro with AI Features, Supplier hereby assigns to Miro all rights, title, and interest, if any, in and to Output.  Supplier shall not use, access, store, or derive any benefit from the Output for any purpose, including but not limited to training, fine-tuning, evaluating, or improving any models or services, without Miro’s prior written consent. If approved, Supplier shall remove direct identifiers when using Input and Output. 

Representations and Warranties. Supplier represents and warrants that: 

1. Supplier shall not use, submit, or cause any Miro Data to be input into or used by any AI Feature without obtaining prior consent in a signed writing from Miro for such usage;
2. Supplier shall obtain prior consent in a signed writing from Miro if any Miro Data is used to improve Supplier’s AI Features, including for training or fine-tuning underlying models or if any open-source AI models, datasets, or libraries are incorporated into the Services;
3. Supplier has all necessary rights to provide the AI Features to Miro;
4. The use of AI Features will not infringe on any third-party rights, including intellectual property rights or privacy rights; 
5. Supplier has implemented reasonable measures to test for and mitigate discriminatory or biased outcomes arising from use of AI Features;
6. AI Features have undergone reasonable quality assurance and testing procedures and shall function in accordance with the documentation and specifications provided to Miro; and
7. Supplier shall comply with all applicable laws and regularly monitor and assess its AI Features for accuracy and reliability, ensuring compliance with all applicable laws and adherence to industry practices, including but not limited to those governing transparency, accountability, fairness, and data protection.

7. Survival. The Sections of this AI Policy that by their nature are intended to survive its expiration, including Sections 2 through 7, shall survive expiration or termination of this AI Policy. 

8. Updates.  Miro may change this AI Policy from time to time. Laws, regulations, and industry standards evolve, which may make those changes necessary, or we may make changes to our services or business. We will post the changes to this website.