Please read these Terms and Conditions carefully before using the Mirrago platform. These Terms contain a binding arbitration provision and a class action waiver in Section 21, which affect how disputes are resolved.
1. Agreement to These Terms
These Terms and Conditions ("Terms") form a legally binding agreement between you ("you," "your," or "Customer") and MIRRAGO INC, a DELAWARE Incorporation, doing business as Mirrago ("Mirrago," "we," "us," or "our"). They govern your access to and use of the Mirrago website at mirrago.com, the Mirrago software-as-a-service application, associated APIs, mobile applications, and any related documentation, support, and services (collectively, the "Service").
By creating an account, clicking "I agree," accessing the Service, or using it in any way, you accept these Terms. If you do not agree, you must not access or use the Service.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you lack that authority, you may not use the Service.
These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, and any order form, subscription plan description, or written agreement executed between you and Mirrago (each, an "Order Form"). If an Order Form conflicts with these Terms, the Order Form controls for that engagement.
2. Definitions
"Account" means the credentialed workspace created for you or your organization to access the Service.
"Authorized User" means an individual you permit to use the Service under your Account, including employees, contractors, and agents.
"Customer Data" means all data, files, text, records, and other content that you or your Authorized Users submit to, store in, or generate through the Service.
"Documentation" means the user guides, help center articles, and technical materials Mirrago makes generally available for the Service.
"Subscription Term" means the period during which Authorized Users are permitted to access the Service, as set out in your plan or Order Form.
"Mirrago Technology" means the Service, its underlying software, models, algorithms, interfaces, templates, and all related intellectual property.
3. Eligibility
You may use the Service only if you are at least 18 years old (or the age of legal majority in your jurisdiction) and capable of forming a binding contract. The Service is not directed to children under 13, and we do not knowingly collect personal information from them.
You may not use the Service if you are barred from doing so under applicable law, if you are located in a country subject to a U.S. Government embargo, or if you appear on any U.S. Government restricted-party list. You may not use the Service if we have previously terminated your Account.
4. Accounts and Security
4.1 Registration
You must provide accurate, current, and complete information when registering and keep it up to date. We may refuse registration or reclaim a username at our discretion.
4.2 Credentials
You are responsible for safeguarding your login credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately at hello@mirrago.com of any suspected unauthorized access or security breach.
4.3 Authorized Users
You are responsible for your Authorized Users' compliance with these Terms and for any acts or omissions by them as if they were your own. Login credentials may not be shared among multiple individuals. Seats may be reassigned when a user leaves your organization, but may not be used concurrently.
5. Subscriptions, Fees, and Billing
5.1 Plans and pricing
The Service is offered on subscription plans described on our pricing page or in your Order Form. Fees are stated in U.S. dollars unless otherwise specified. We may change pricing for a renewal term with at least thirty (30) days' prior notice; changes take effect at the start of the next Subscription Term.
5.2 Payment authorization
By providing a payment method, you authorize Mirrago and its third-party payment processors to charge that method for all fees due, including recurring subscription charges, applicable taxes, and any usage-based or overage charges. You represent that you are authorized to use the payment method provided.
5.3 Automatic renewal
Subscriptions renew automatically for successive periods equal to the prior term unless cancelled before the end of the then-current term. You may cancel auto-renewal at any time from your Account settings or by contacting billing@mirrago.com. Cancellation takes effect at the end of the current billing period; access continues until then.
5.4 Refunds
Except where required by law or expressly stated in an Order Form, fees are non-refundable and there are no refunds or credits for partial billing periods, unused seats, or unused features.
5.5 Late and failed payments
If a charge fails or an invoice remains unpaid past its due date, we may suspend access to the Service after notice, and assess interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs.
5.6 Taxes
Fees exclude taxes. You are responsible for all sales, use, VAT, GST, withholding, and similar taxes, excluding taxes based on Mirrago's net income. If we are required to collect such taxes, they will be added to your invoice.
6. Free Trials, Free Plans, and Beta Features
We may offer free trials or no-cost plans. We may modify or discontinue them at any time. Unless you cancel before the trial ends, your subscription may convert to a paid plan at the then-current rate, and we will notify you in advance where required.
Features labeled beta, preview, early access, or experimental are provided "as is," may be changed or withdrawn without notice, may not be supported, and are excluded from any service level or warranty commitments. Do not use beta features for production or business-critical workloads.
7. License and Restrictions
7.1 License to you
Subject to these Terms and payment of applicable fees, Mirrago grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription Term for your internal business purposes, in accordance with the Documentation.
7.2 Restrictions
You will not, and will not permit anyone to:
copy, modify, translate, or create derivative works of the Service or Documentation;
reverse engineer, decompile, or disassemble the Service, or attempt to derive its source code, models, or underlying structure, except to the extent this restriction is prohibited by applicable law;
rent, lease, resell, sublicense, time-share, or provide the Service to third parties as a service bureau;
remove or obscure any proprietary notice, trademark, or attribution;
use the Service to build a competing or substantially similar product or service, or to benchmark it for public disclosure without our written consent;
circumvent usage limits, rate limits, access controls, authentication, or metering;
scrape, crawl, or use automated means to extract data from the Service except through documented APIs within their published limits;
probe, scan, or test the vulnerability of the Service or any network, or breach any security or authentication measure, except under a written authorization from us;
introduce malware, viruses, or any code intended to disrupt, damage, or gain unauthorized access to systems or data.
8. Acceptable Use
You agree not to use the Service to upload, transmit, generate, or otherwise make available content or conduct that:
violates any applicable law, regulation, or third-party right, including intellectual property, privacy, and publicity rights;
is unlawful, defamatory, harassing, abusive, hateful, or that promotes violence or discrimination against individuals or groups;
constitutes child sexual abuse material or sexualizes minors in any way;
is fraudulent, deceptive, or facilitates phishing, impersonation, spam, or unsolicited bulk messaging;
infringes, misappropriates, or violates any patent, copyright, trademark, trade secret, or moral right;
imposes an unreasonable or disproportionately large load on our infrastructure, or interferes with other customers' use of the Service;
includes sensitive categories of data you are not authorized to process, such as protected health information, payment card data, or government identifiers, unless we have agreed in writing to support that use case.
We may, but are not obligated to, monitor use of the Service, and we may investigate suspected violations and remove or disable access to offending content. We may report unlawful activity to law enforcement.
9. Customer Data
9.1 Ownership
As between the parties, you retain all right, title, and interest in and to Customer Data. Mirrago claims no ownership over it.
9.2 License to operate the Service
You grant Mirrago a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, and process Customer Data solely to provide, secure, maintain, and support the Service, to comply with law, and as otherwise instructed by you.
9.3 Your responsibilities
You represent and warrant that you have all rights, consents, and lawful bases necessary to submit Customer Data to the Service and to permit the processing described in these Terms, and that Customer Data does not violate Section 8.
9.4 Aggregated and de-identified data
Mirrago may generate and use aggregated, anonymized, or de-identified data derived from use of the Service to operate, improve, benchmark, and develop our products, provided such data does not identify you, your Authorized Users, or any individual, and is not disclosed in a form that reveals Customer Data.
9.5 Retention and export
During the Subscription Term you may export Customer Data using the features made available in the Service. Following termination, we will make Customer Data available for export for thirty (30) days, after which we may permanently delete it in accordance with our retention practices and applicable law.
10. Intellectual Property
The Service and all Mirrago Technology, including all software, source code, designs, user interfaces, text, graphics, logos, and the Mirrago name and marks, are owned by Mirrago or its licensors and are protected by copyright, trademark, trade secret, and other laws. No rights are granted except those expressly stated in these Terms; all other rights are reserved.
You may not use Mirrago trademarks, logos, or brand assets without our prior written permission, except to accurately identify the Service in a factual, non-endorsing manner.
11. Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback about the Service, you grant Mirrago a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and commercialize that feedback without restriction, attribution, or compensation. Feedback is provided voluntarily and is not your confidential information.
12. Third-Party Services and Integrations
The Service may interoperate with third-party applications, data sources, or platforms. Those services are provided by their respective operators under their own terms and privacy policies. Mirrago does not control and is not responsible for third-party services, and enabling an integration authorizes us to transmit Customer Data to that provider as necessary to make the integration work.
If a third-party provider ceases to make its service available or changes its interfaces, we may discontinue the corresponding integration without liability to you.
13. Privacy and Data Protection
Our collection and use of personal information is described in our Privacy Policy at [mirrago.com/privacy-policy], which is incorporated into these Terms by reference. Where Mirrago processes personal data on your behalf as a processor or service provider, the parties' Data Processing Addendum ("DPA") applies and is incorporated by reference; the DPA controls over these Terms with respect to processing of personal data.
Mirrago maintains administrative, technical, and physical safeguards designed to protect Customer Data. No method of transmission or storage is completely secure, however, and we cannot guarantee absolute security.
14. Confidentiality
Each party may disclose confidential information to the other. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, affiliates, and advisors bound by comparable obligations.
These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose confidential information as required by law, provided it gives reasonable advance notice where legally permitted.
15. Availability, Support, and Changes to the Service
We aim to keep the Service available and reliable, but access may be interrupted for scheduled maintenance, emergency maintenance, updates, or events beyond our control. Any uptime commitment applies only if stated in a service level agreement in your Order Form.
Support is provided at the level described in your plan or Order Form. We may add, modify, or discontinue features at any time. If we materially reduce the core functionality of a paid plan during a paid term, you may terminate and receive a pro-rated refund of prepaid, unused fees as your sole remedy.
16. Suspension and Termination
16.1 Termination by you
You may terminate your subscription at any time through your Account settings or by contacting us. Termination takes effect at the end of the current billing period unless otherwise required by law.
16.2 Suspension
We may suspend your Account or specific Authorized Users immediately if we reasonably believe there is a security risk, a violation of Section 7 or 8, unpaid fees, or a legal requirement to do so. We will use commercially reasonable efforts to notify you and to limit the scope and duration of any suspension.
16.3 Termination by us
We may terminate these Terms and your access if you materially breach them and fail to cure within thirty (30) days of written notice, immediately for breach incapable of cure, or if you become insolvent or subject to bankruptcy proceedings. We may also discontinue the Service in its entirety on ninety (90) days' notice, with a pro-rated refund of prepaid, unused fees.
16.4 Effect of termination
On termination, your license ends and you must cease all use of the Service. Fees accrued before termination remain payable. Sections 9.4, 10, 11, 14, 17, 18, 19, 20, 21, and 24 survive termination.
17. Disclaimer of Warranties
THE SERVICE, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MIRRAGO AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
MIRRAGO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY OUTPUT OR RESULT OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. YOU ARE RESPONSIBLE FOR REVIEWING OUTPUTS BEFORE RELYING ON THEM. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO MIRRAGO FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
These limitations do not apply to your payment obligations, either party's indemnification obligations, your breach of Sections 7 or 8, or liability that cannot be limited under applicable law. The parties agree these limitations are an essential basis of the bargain and apply even if a limited remedy fails of its essential purpose.
19. Indemnification
19.1 By you
You will defend, indemnify, and hold harmless Mirrago, its affiliates, and their officers, directors, employees, and agents from any third-party claim, demand, or proceeding, and all resulting losses, damages, liabilities, settlements, and reasonable attorneys' fees, arising out of or relating to Customer Data, your use of the Service in violation of these Terms or applicable law, or your Authorized Users' acts or omissions.
19.2 By Mirrago
Mirrago will defend you against any third-party claim alleging that the Service, as provided by Mirrago and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded or amounts agreed in settlement. This obligation does not apply to claims arising from Customer Data, modifications not made by Mirrago, combination with items not supplied by Mirrago, or use after we notify you to discontinue.
19.3 Procedure
The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided no settlement imposes liability or admission on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's expense.
20. Copyright Complaints (DMCA)
Mirrago respects intellectual property rights and responds to notices of alleged infringement under the Digital Millennium Copyright Act. If you believe content on the Service infringes your copyright, send a written notice to our designated agent at [dmca@mirrago.com] including: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact information; a statement of good-faith belief that the use is unauthorized; a statement, under penalty of perjury, that the notice is accurate and you are authorized to act; and your physical or electronic signature.
We will remove or disable access to infringing material and may terminate the accounts of repeat infringers.
21. Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.
21.1 Informal resolution
Before initiating any formal proceeding, the parties will attempt in good faith to resolve the dispute informally by written notice to [legal@mirrago.com] describing the dispute and the relief sought. If the dispute is not resolved within sixty (60) days, either party may proceed under Section 21.2.
21.2 Binding arbitration
Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable). The arbitration will be conducted by a single arbitrator, seated in [CITY, STATE], and may proceed by written submissions or videoconference where the parties agree. Judgment on the award may be entered in any court of competent jurisdiction.
21.3 Class action waiver
DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court and be severed from arbitration.
21.4 Exceptions
Either party may bring an individual action in small claims court, and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or confidential information, without first proceeding under Sections 21.1 and 21.2.
21.5 Opt-out
You may opt out of arbitration by sending written notice to [legal@mirrago.com] within thirty (30) days of first accepting these Terms, stating your name, account email, and intent to opt out. Opting out does not affect any other provision of these Terms.
22. Governing Law and Venue
These Terms and any dispute arising from them are governed by the laws of the State of DELAWARE, United States, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 21, the state and federal courts located in [COUNTY, STATE] have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.
23. Export Controls and Government Use
The Service is subject to U.S. export control and sanctions laws. You represent that you are not located in, and will not access the Service from, an embargoed country, and that you are not a restricted party under any applicable trade control regime. You will not export, re-export, or transfer the Service in violation of those laws.
If you are a U.S. Government entity, the Service is "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, licensed with only those rights granted to all other end users under these Terms.
24. Changes to These Terms
We may update these Terms from time to time. If a change is material, we will provide at least thirty (30) days' notice by email to your Account address or through a prominent notice in the Service before it takes effect. The "Last updated" date at the top reflects the most recent revision.
Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and may terminate your subscription, in which case we will refund any prepaid, unused fees for the remainder of the then-current term.
25. General Provisions
Entire agreement. These Terms, together with the Privacy Policy, DPA, and any Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings on that subject.
Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of Mirrago. We may assign these Terms freely. Any attempted assignment in violation of this section is void.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.
No waiver. A failure or delay in exercising any right is not a waiver of that right, and no waiver is effective unless in writing.
Force majeure. Neither party is liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, governmental action, internet or utility failures, and denial-of-service attacks.
Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
Notices. Notices to you may be sent to the email address on your Account or posted in the Service, and are deemed received when sent or posted. Notices to Mirrago must be sent to legal@mirrago.com with a copy to hello@mirrago.com.
No third-party beneficiaries. These Terms do not confer any rights on any person or entity other than the parties and their permitted successors and assigns.
Publicity. Mirrago may identify you as a customer and use your name and logo on its website and marketing materials, unless you notify us in writing that you prefer otherwise.
Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation."
26. Contact Us
Questions about these Terms can be directed to:
Mirrago — MIRRAGO INC
General: hello@mirrago.com · Legal: legal@mirrago.com · Billing: billing@mirrago.com
Website: mirrago.com