Introduction and Applicability. These Terms of Use (“TOU”) apply to the Mira line of language learning programs and Artificial Intelligence (AI)-enabled chatbots that provide communications, tutoring supports, and language learning products (each referred to as a “Service,” and collectively as the “Services.” The Services are owned and operated by MeTabi, Inc. d/b/a Mira (“MeTabi,” “Mira”, “us,” “we,” or “our”), and these TOU set the rules for how users of the Services (“you,” “your”) may access and use the Services.
Please read these TOU carefully, as it forms an agreement between you and us. Your access to and use of the Services may also be governed by a contract between us and the institution or organization (the “Customer”) that provided you with access to the Services. If you do not agree to these TOU, you should not use the Services.
Your Representations. You represent that you (a) are of a legal age sufficient to agree to these TOU in accordance with applicable law, (b) have read, understood, and agree to be bound by these TOU, and (c) have all rights, permissions, and authorizations necessary to upload and provide for us to use as contemplated under these TOU any materials uploaded by you to the Services (collectively, “Content”). You understand that the Services are intended for your personal, noncommercial use as described in these TOU. Additionally, you acknowledge that your use of the Services will generally require you to interact with a “virtual assistant,” which is an AI-enabled chatbot (as opposed to a human representative of MeTabi). You also understand that the AI-enabled chatbot may record its conversations or discussions with you, and you consent to MeTabi’s use of any resulting transcript for the purposes described in our Privacy Policy (which is discussed in these TOU). You further understand that the AI-enabled chatbot is designed to utilize the full, unrestricted Internet and may not be constrained by the Internet content filters that you have installed in the computer or device that you use to access the Services.
Intellectual Property. You acknowledge that: (i) all aspects of the Services, including all incorporated technology, software, algorithms, text, images, videos, trademarks, service marks, logos, documents, graphics, content, and/or other materials viewed or obtained from or through the Services (collectively “Materials”), are owned and/or licensed by MeTabi and are protected by copyright and other intellectual property rights; and (ii) you have no rights to own, transfer, reproduce, or prepare any aspect of the Services or any derivative works with respect to the Materials, or to disclose confidential information pertaining to the Services or Materials. These TOU do not convey any rights of ownership in or related to the Services, Materials or other intellectual property owned by MeTabi. You may not modify, copy, distribute, broadcast, transmit, reproduce, publish, license, transfer, sell, scrape, mirror, or frame any Materials.
Permitted Purpose. We grant you a personal, revocable, non-exclusive, non-transferable, limited right and license to access the Services provided that you comply with these TOU. You shall (i) maintain the confidentiality of your account and password (as applicable) that you use to access the Services; (ii) notify us if you know or suspect a security breach of our Services; and (iii) use the Services in compliance with all applicable laws. You are solely responsible for all activities conducted using your account and password (as applicable). You represent and warrant that any information you provide to establish an account is true and accurate and that you will promptly update that information in the event of any change.
Our License. You hereby grant us a non-exclusive, perpetual, royalty-free, fully paid-up worldwide right and license to use your Content to provide the Services to you. You are solely responsible for obtaining all rights, permissions, and authorizations to provide the Content to us for use as contemplated under this Section. Except for the license granted in this Section, nothing contained in this Agreement will be construed as granting MeTabi any right, title, or interest in your Content. Additionally, to the extent permitted under applicable law, you agree that we may process your Content to create aggregated, de-identified data that does not identify you or any individual, and use the resulting data for any legally permissible purpose.
Use of the Services. The Services and Materials are provided solely for your own informational purposes. Any unauthorized use, including without limitation any commercial use, is prohibited. You agree not to use the Services or Materials for any purpose that is unlawful or prohibited by these TOU, or any other purpose not reasonably intended by MeTabi. You further agree to abide by all applicable local, state, national and international laws and regulations. Without limiting the generality of the foregoing, you will not, nor will you allow a third party to:
- Upload, post, e-mail or otherwise transmit any Content that:
- is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, explicit, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
- you do not have the right to transmit under applicable law or under contractual or fiduciary relationships;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- contains software viruses, adware, spyware, malicious code, worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;
- assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services or Services Materials, or directly or directly grant access to or permit any unauthorized party to access or use the Services or Materials;
- decompile, disassemble, reverse engineer, copy, modify or create derivative works from the Services;
- impersonate any person or entity, including another user of the Services, or provide false information;
- view or attempt to view records or Content submitted by another user of the Services;
- use automated systems (e.g., robots, spiders, etc.) to access the Services;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content on or transmitted through the Services;
- discuss or incite illegal activity or solicit/post sexually explicit images;
- interfere with or disrupt the Services or servers or networks connected to the Services (including any security- or privacy-related features of the Services), or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- harvest, scrape, programmatically crawl, or collect any Materials;
- remove any proprietary notices (e.g., copyright and trademark notices) from either the Services or Materials; or
- Perform any fraudulent activity or violate any applicable local, state, national or international law or regulation.
User Content and Feedback. You may choose to provide us with Content that constitutes suggestions, comments, ideas, or other feedback about our Services (“Feedback“). Feedback is voluntary. You represent and warrant that any Feedback that you submit is original to you, made in compliance with applicable laws and does not violate any right of any third party, including intellectual property rights. We may use Feedback for any purpose without obligation or compensation of any kind in connection with our business, including for the purpose of enhancing our products, services and the Services. We are under no obligation to maintain any feedback in confidence, or to respond to any Feedback.
Privacy. We maintain a Privacy Policy, which may be viewed here. We reserve the right to modify the Privacy Policy in accordance with the procedure outlined in that policy.
Links. The Services may contain links allowing you to go to other online websites and services that are not under our control (“Linked Sites”). Linked Sites are provided for your convenience, and inclusion of links on the Services does not suggest any association, sponsorship, or endorsement of those Linked Sites. We are not responsible for the content or transmission of any Linked Site or for ensuring that the Linked Sites are appropriate or error and/or virus free. These TOU and the Privacy Policy do not apply to the Linked Sites. Linked Sites may be subject to their own terms of use and privacy policies, and we encourage you to read them.
Indemnification. To the extent permissible by law, you will indemnify, defend, and hold harmless MeTabi and its parents, subsidiaries, affiliates, officers, directors, managers, employees, agents, vendors, merchants, sponsors, providers, and licensors from any and all losses, deficiencies, judgements, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, lawsuit, demand, cause of action, or proceeding brought by a third party arising from any or all of the following: (i) your access, inability to access, or use of our Services (including any dispute between you and a third party that arises as a result of such use); (ii) any of your Content; (iii) breach of any of your obligations, representations, or warranties in these TOU; or (iv) your actual or alleged violation of any law or the rights of another person.
Suspension of Services. We may, in our sole discretion, suspend your access to the Services for any of the following reasons: (i) to prevent damages to, or degradation of, the Services, or to update the Services; (ii) to comply with any law, regulation, court order, or other governmental request; (iii) to otherwise protect us from potential legal liability; or (iv) if we reasonably believe that you are in material breach of these TOU. This Section will not be construed as imposing any obligation or duty on us to monitor use of the Services.
DISCLAIMER OF WARRANTIES. OTHER THAN AS EXPRESSLY SET OUT HEREIN, THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. METABI, ITS VENDORS, LICENSORS, SUPPLIERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, NON-INFRINGEMENT AND TITLE. NO WARRANTY IS MADE THAT THE SERVICES WILL BE TIMELY, SECURE OR ERROR-FREE. ALL SUCH WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY METABI OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF METABI’S OBLIGATIONS HEREUNDER. THE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT METABI AND ITS REPRESENTATIVES DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR CONTENT, WEBSITES, COMPUTERS, OR NETWORKS. WE WILL NOT BE RESPONSIBLE FOR THOSE ACTIVITIES. IN JURISDICTIONS NOT ALLOWING THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES, METABI’S WARRANTY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
LIMITATION OF LIABILITY. REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, TO THE EXTENT ALLOWED BY APPLICABLE STATE LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT IN NO EVENT WILL METABI OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS, BE LIABLE FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, DATA AND PROFITS, OR OTHER INTANGIBLE LOSSES, EVEN IF METABI HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES; OR (II) TOTAL CUMULATIVE LIABILITY ARISING UNDER OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, IN EXCESS OF THE AMOUNTS PAID TO METABI FOR ACCESS OR USE OF THE SERVICES ON YOUR BEHALF DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVEN RISE TO LIABILITY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS METABI’S LIABILITY UNDER THESE TOU SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE METABI, ITS OWNER OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES.
IN ALL CASES, NEITHER METABI NOR ITS SUPPLIERS NOR ITS DISTRIBUTORS ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS ON THE SERVICES OR WITH RESPECT TO MATERIALS, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE ACCESSIBILITY OF THE SERVICES, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES OR MATERIALS, ANY CONDUCT BY OTHER USERS OF THE SERVICES, OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, SERVICES MATERIALS OR SERVERS.
Notices. If we need to provide notices to you, we will do so by providing them to the Customer where applicable, and by posting them in the Services.
Applicable Law; Jurisdiction and Venue. We control our Services from our offices within the United States. We make no representation that the Material or Content on our Services is appropriate, legal or available for use in other locations. You may not use or export the Material in violation of United States export laws and regulations. Any claim relating to our Services, Materials, or the Content shall be governed by the laws of Oregon, without reference to its choice of law provisions. If there is a dispute between you and us, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in Eugene, Oregon.
Compliance with Laws. We make no representation, claim or guarantee that your particular use of the Services is appropriate or legal under the laws of a particular state or jurisdiction. By using the Services, you acknowledge that you are doing so on your own initiative and are solely responsible for compliance with any laws that apply to you in connection with such use.
Severability. If any of the part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these TOU shall continue in effect.
Waiver. Neither party will by mere lapse of time without giving notice or taking other action will be deemed to have waived any breach by the other party of any of the provisions of these TOU. Further, the waiver by either party of a particular breach of these TOU by the other party will not be construed as, or constitute, a continuing waiver of such breach, or of other breaches of the same or other provisions of these TOU.
Assignment. MeTabi is permitted to assign, transfer, and subcontract its rights and/or obligations under these TOU without any notification. However, you may not assign, transfer, or subcontract any of your rights and/or obligations under these Terms.
Modification. Subject to our customer agreement with you, MeTabi reserves the right, in its sole discretion, to add, change, discontinue, or remove any portion or functionality of the Services or these TOU at any time, in accordance with applicable law. We will provide notice to you of any such modification by posting notice to the Services, sending notice directly to you, or in any other manner that is legally required. The “last updated” date indicates when the TOU were last revised. Your continued use of the Services after the TOU have been updated constitutes your agreement to any updated TOU.
If you have any questions regarding these TOU, please contact us at legal@metabi.com.