These Terms of Service (“Terms”) govern access to and use of the Services made available by Miruni, Inc. If you use our Services on behalf of an entity or organization, you are binding that organization to these Terms, and you represent that you have the authority to do so. Use of this Service constitutes acceptance of these Terms. If you do not accept these Terms, then you may not use the Service.
1.Miruni's Services
Registration. Miruni provides feedback capturing services. Upon registration, a user must either create a new Team or join an existing Team. If a user creates a new Team on behalf of themselves, the user is the Customer. If a user creates a new Team on behalf of an organization (such as the user’s employer), the organization is the Customer. Customers can invite Authorized Users to their Team and must designate at least one Authorized User to be an Administrator, who will manage and control the Team. If a user joins an existing Team created by another person or organization, that person or organization is the Customer and the user is an Authorized User. All Customers, Administrators, and Authorized Users must comply with these Terms.
1.1 Access. During the Subscription Term, Customer may access and use, and may allow other Authorized Users to access and use the Services for its business purposes in accordance with these Terms.
1.2 Software. Miruni may make Software available as part of the Services. Subject to these Terms, Miruni grants to Customer and its Authorized Users a limited non-exclusive, non-transferable, non-sublicensable license to download and use the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open-source software, the open source license for that software will govern with respect to that component.
1.3 Restrictions. Customer will not and will ensure Authorized Users do not: (a) reproduce, modify, adapt, or create derivative works of the Services; (b) rent, lease, distribute, sell, transfer, or sublicense the Services to a third party except as permitted in these Terms; (c) interfere with, disrupt, or circumvent any security measures or mechanisms designed to protect the Services; (d) reverse engineer, disassemble, decompile, or seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Services; (e) remove or obscure any proprietary or other notices contained in the Services; (f) harass, threaten, spam or cause distress, unwanted attention, or discomfort to a person or entity; (g) impersonate or falsely state or misrepresent an affiliation with anyone; (h) use the Services to transmit any viruses, worms, trojan horses, or other harmful or malicious code or programs; (i) use the Services to build competitive products; or (j) misuse the Services in any way, including in violation of these Terms or applicable law. Customer will prevent, terminate, and notify Miruni of any unauthorized or illegal use of or access to its or any Authorized User account or the Services.
2. Customer Responsibilities
2.1 Authorized Users. Customer is responsible for Authorized Users’ use of the Services and their compliance with these Terms. Customer will ensure that all Authorized Users are over the age of 13 or the applicable age of digital consent, whichever is older. Customer represents that it has obtained all consents necessary for Customer and its Authorized Users’ use of the Services, including Customer’s ability to convert accounts previously registered by individuals using Customer’s business email domain into Authorized User accounts.
2.2 Customer Data. Customer is responsible for ensuring all Customer Data and any other content or information provided to Miruni or uploaded, posted, recorded, or transmitted to the Services complies with these Terms. If any Customer Data violates these terms, Miruni may ask Customer to remove or edit the Customer Data so it is no longer in violation, or Miruni may, but is not obligated to, remove the Customer Data or take action as needed to resolve the issue.
2.3 Third-Party Apps. Third-Party Apps are subject to their own terms and privacy policies. Customer is responsible for reviewing those terms and policies before using Third-Party Apps. Miruni is not responsible for Third-Party Apps and does not warrant or support them. By enabling a Third-Party App that uses or accesses Customer Data, Customer authorizes the transfer of that data to the Third-Party App and, if applicable, will ensure that there is a legally valid data transfer mechanism for the transfer or onward transfer, in accordance with all applicable privacy and data protection laws.
2.4 Prohibited Content. Customer will not and will ensure Authorized Users do not upload, post, record, or transmit any harmful, offensive, unlawful, or otherwise objectionable content to Miruni or the Services, including content that: (a) is threatening, abusive, harassing, defamatory, vulgar, obscene, discriminatory, or hateful; (b) infringes any patent, trademark, trade secret, copyright or other intellectual property right or violates the rights of others in any way; (c) contains pornography or sexually explicit material; (d) is harmful to minors; or (e) promotes or provides instructional information about illegal activities or promotes physical harm or injury to any group or individual.
3. Data Protection
3.1 Processing of Customer Data. Miruni will only process and use Customer Data: (a) to provide, protect, and update the Services, (b) to enforce these Terms and exercise its rights hereunder, (c) as required by law, and (d) as otherwise instructed by Customer. Miruni may collect and use Customer Data on an aggregated and/or anonymized basis for Miruni’s internal business purposes; provided that Miruni will not use or share this data in a way that identifies any individual or Customer as the source of the data.
3.2 Data Processing Addendum. Miruni will process Personal Data in accordance with its Data Processing Addendum, which is incorporated into these Terms.
3.3 Security. Miruni will maintain an industry-standard information security program that consists of technical and organizational safeguards designed to protect Customer Data. Notwithstanding the foregoing, Customer is responsible for maintaining the security and confidentiality of Administrator and Authorized User accounts, including account credentials such as usernames and passwords.
3.4 Subcontractors. Miruni may hire subcontractors to assist in providing the Services, provided that: (a) subcontractors who receive Customer Data will be subject to confidentiality obligations no less protective than those in these Terms; (b) Miruni will remain responsible for its obligations under these Terms and for subcontractors’ use of Customer Data; and (c) Miruni’s Data Processing Addendum will govern any subprocessing of personal data.
4. Payment
4.1 Fees. Customer agrees to pay the Fees in accordance with the payment terms set forth on the Order. Customer is responsible for paying applicable taxes.
4.2 Renewals. Unless otherwise stated on an Order, each Subscription Term will automatically renew, unless Customer cancels their subscription at least 60 days prior to renewal. Customer authorizes Miruni to charge Customer’s credit card on file or invoice Customer for each renewal until Customer cancels their subscription.
4.3 Downgrades. If Customer fails to pay Fees when they are due, Miruni may downgrade Customer to a free plan upon reasonable notice. If Customer is downgraded, Customer will lose access to certain features or functionality, but these Terms will continue to apply.
4.4 Price Changes. If Miruni increases its pricing, Miruni will provide at least 30 days’ prior notice, and the new pricing will go into effect on renewal. If Customer does not terminate its subscription before renewal, Customer authorizes Miruni to collect payment for the increased pricing.
5. Confidentiality
5.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least the same care they use for their own Confidential Information to protect the other party’s Confidential Information.
5.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its affiliates, employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
6. Intellectual Property Rights
6.1 Ownership. Except as expressly stated, these Terms do not grant any rights, implied or otherwise, to any intellectual property. Customer owns and will continue to own all intellectual property rights in Customer Data, and Miruni owns and will continue to own all intellectual property rights in the Services.
6.2 License. Customer grants Miruni a worldwide non-exclusive license to access, use, process, copy, modify, distribute, perform, export, and display Customer Data solely to provide the Services or as otherwise described in these Terms. Customer represents and warrants that it has secured all necessary licenses to provide the foregoing license.
6.3 Feedback. If Customer or Authorized Users provide Feedback to Miruni, Miruni may use it without restriction or obligation.
7. Term & Termination
7.1 Term. These Terms will continue in effect until terminated as described below.
7.2 Termination for Convenience. Customer may terminate these Terms at any time by deleting Customer’s account, including all associated Administrator and Authorized User accounts.
7.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
7.4 Effect of Termination. Upon termination, Miruni may delete or anonymize all Customer Data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession. Miruni will only provide a prorated refund of prepaid fees for the remainder of the Subscription Term if Customer terminates these Terms for Miruni’s material breach in accordance with Section 7.3.
7.5 Suspension. Miruni may suspend Customer’s access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Miruni, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Miruni will use reasonable efforts to contact Customer and give Customer the opportunity to resolve the issue prior to suspension.
7.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
8. Legal Process
If Miruni receives a request from law enforcement or another third party to provide data or information about Customer or its Authorized Users, Miruni will only respond to valid Legal Process to the extent required by law. Miruni will notify Customer of the request unless legally prohibited or notification would threaten the safety of an individual.
9. Warranty and Disclaimer
9.1 Limited Warranty. EXCEPT AS STATED IN THIS SECTION, THE SERVICES, DOCUMENTATION AND SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. MIRUNI MAKES NO GUARANTEES AS TO UPTIME OR AVAILABILITY OF THE SERVICE. TO THE EXTENT PERMITTED BY LAW, MIRUNI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MIRUNI IS NOT RESPONSIBLE FOR THE CONTENT, INFORMATION, OR MATERIALS POSTED BY THIRD PARTIES TO THE SERVICES OR ANY DAMAGE RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, INCLUDING INTERNET CONGESTION, VIRUS ATTACKS, AND DENIAL OF SERVICE ATTACKS.
10. Indemnification
10.1 Indemnification by Miruni. Miruni will defend Customer from and against any third-party claim, action, demand, or proceeding alleging that Customer’s use of the Services as permitted under these Terms infringes or misappropriates a third party’s intellectual property rights, and will indemnify and hold Customer harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Customer or agreed in settlement by Miruni resulting from the claim; provided, however, that Miruni will have no liability under this section if a claim arises from (a) Customer Data or any third-party product or service; (b) any modification, combination, or development of the Services that is not performed by or on behalf of Miruni; (c) Customer’s breach of these Terms
10.2 Indemnification by Customer. Customer will defend Miruni from and against any third-party claim, action, demand, or proceeding resulting from Customer Data or a violation of these Terms by Customer or its Authorized Users, and will indemnify and hold Miruni harmless for reasonable attorney’s fees incurred as well as damages and other costs finally awarded against Miruni or agreed in settlement by Customer resulting from the claim.
10.3 Possible Infringement. If the Services infringe or are alleged to infringe a third party's intellectual property rights, Miruni may: (a) obtain the right for Customer, at Miruni’s expense, to continue using the Services; (b) provide, at no additional charge, a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe. If Miruni does not believe the options above are commercially reasonable, Miruni may terminate Customer's use of the affected Services and provide Customer a prorated refund of prepaid fees for the remainder of the Subscription Term. Miruni will have no liability under this section if Customer continues the allegedly infringing activity after being notified and provided with a non-infringing functionally equivalent replacement.
10.4 Procedures. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement that does not include a complete release of the indemnified party from all liability or that imposes any admission, obligation, or restriction on the indemnified party requires prior written consent, not to be unreasonably withheld or delayed and (b) the indemnified party may join in the defense with its own counsel at its own expense. The indemnities above are Customer’s only remedy for infringement of third-party intellectual property rights.
11. Limitation of Liability
11.1 Indirect Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4 OR 2.4, NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OF USE, LOST PROFITS, INTERRUPTION, OR LOSS OF BUSINESS OR DATA OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Total Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTIONS 1.4 OR 2.4, EACH PARTY'S ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED IN AGGREGATE OF THE GREATER OF FIFTY DOLLARS OR THE AMOUNT PAID BY CUSTOMER TO MIRUNI IN THE 12 MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING DISCLAIMER WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS ABOVE.THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. Disputes; Class-Action Waiver
12.1 Jurisdiction and Venue. Subject to the dispute resolution provisions below, all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of Denver County, Colorado. Both Customer and Miruni consent to venue and personal jurisdiction there. Notwithstanding anything to the contrary, if Customer represents an entity or institution subject to state law mandating different dispute resolution terms or governing law, Miruni agrees to such state law requirements.
12.2 Informal Resolution. Before filing a claim, Miruni must first be contacted through the notice procedures below. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
12.3 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Denver, Colorado.
12.4 Exceptions. A lawsuit may be filed in the federal or state courts of Denver County, Colorado solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of intellectual property rights without first engaging in the informal dispute resolution process described above.
12.5 NO CLASS ACTIONS. Disputes with Miruni may only be resolved on an individual basis and neither Customer nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
13. Miscellaneous
13.1 Entire Agreement. These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. The terms of the Order will control over these Terms to the extent there is a conflict. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any Customer documentation or online vendor portals will apply to Miruni’s provision of the Services to Customer, unless expressly agreed to in writing by an authorized Miruni representative.
13.2 Modifications. Miruni may update these Terms by posting the updates to the Miruni website. If an update materially impacts Customer’s or its Authorized Users’ rights or obligations, Miruni will provide at least 30 days’ notice before the updated Terms go into effect. Any other revisions will become effective on the date the updated Terms are posted by Miruni. Continued use of or access to the Services after the updated Terms go into effect will constitute acceptance of those Terms.
13.3 Publicity. Upon prior written approval from Customer, Miruni may include Customer’s name and logo on its website or in other marketing materials or channels solely to reference Customer as Miruni customer, and subject to any trademark usage guidelines provided to Miruni. Customer may revoke its approval at any time.
13.4 Waiver and Severance. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, but only to the extent necessary to make them enforceable, and the remaining provisions will remain in full effect.
13.5 Notices. Notices must be sent via first class post, airmail, or overnight courier and are deemed given when received. Notices to Customer may also be sent to the applicable Administrator account email address and are deemed given when sent. Notices to Miruni must be sent to 225 S Broadway #9950
Denver, CO 80209, attn: Legal, with a copy to contractnotices@Miruni.com.
13.6 Assignment. These Terms may not be assigned without the prior written consent of the other party, except Miruni may assign these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
13.7 Governing Law. These terms will be governed by the laws of the state of Colorado without regard to its conflict of laws principles.
13.8 Force Majeure. Except for payment obligations, no party will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
13.9 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
13.10 Export Controls. Customer agrees to comply with all relevant U.S. and foreign export and import laws in using the Services. Customer represents and warrants that neither it nor its Authorized Users are listed on any U.S. government list of prohibited or sanctioned parties or located in or a national of a country that is subject to U.S. government embargo.
13.11 U.S. Government Restricted Rights. The Services are “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. All the Services are and were developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
