Last updated: October 10, 2024

User Terms of Service

1. Introduction

These Terms of Use ("Terms") govern your relationship with the Mirello mobile application (the "Service"), operated by Mirello App Ltd ("Mirello," "we," "our," or "us"). These Terms are a binding legal contract between you ("the user") and Mirello App Ltd, explaining the rules governing your use of the Service.

By accessing or using the Service, you agree to be bound by these Terms, as well as our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you may not access or use the Service.

We reserve the right to update or revise these Terms at any time by posting a modified version on our website or within the Service. If changes are material, we will provide reasonable notice by emailing the address associated with your account or notifying you through the Service. By continuing to use the Service after any such changes, you confirm your acceptance of the modified Terms. If you do not agree to or cannot comply with the revised Terms, you must stop using the Service.

These Terms apply to all visitors, users, and others who access or use the Mirello mobile application or any other platform or version of the Service that may be made available, including but not limited to web applications, tablet applications, and any other device or platform through which you access the Service.

2. User Eligibility, Scope and How These Terms Apply

To use the Mirello Service, you must be, and you represent and warrant that you are, at least 16 years of age and competent to agree to these Terms. If the law where you reside requires you to be older in order for Mirello to lawfully provide the Service and use your personal data without parental consent, then you must meet that older age requirement.

If the representations in the preceding sentence are not true, or if Mirello App Ltd has previously prohibited you from accessing or using the Service, you may not access or use the Service.

By using the Mirello Service, you fall into one of the following categories of users:

These Terms apply equally to both Free Users and Paid Users. Mirello does not provide any shared profile functionality; all user profiles are private, and no users are permitted to access the content of other users' profiles.

When you submit content or information to the Service, such as journal entries or other user data, you acknowledge and agree that you are solely responsible for maintaining control over your User Data. Mirello does not manage or share User Data between accounts, and you are responsible for securing your account credentials and content.

As between you and Mirello App Ltd, you acknowledge and agree that it is solely your responsibility to:
(a) ensure that you are informed of any relevant policies, practices, and settings that may impact the processing of your User Data;
(b) obtain any rights, permissions, or consents that are necessary for the lawful use of your User Data and the operation of the Service;
(c) ensure that the transfer and processing of your User Data comply with applicable laws; and
(d) respond to and resolve any disputes related to your User Data, the Service, or your failure to fulfil these obligations.

In your capacity as a Paid User, Mirello makes no representations or warranties of any kind (whether express or implied) to you regarding the Service, which is provided to you on an “as is” and “as available” basis.

3. License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Service and Websites only for your own internal use (or for internal uses, and only in a manner that complies with these Terms and all legal requirements that apply to you or your use of the Service and Websites. Mirello may revoke this license at any time, in its sole discretion.

4 Account Registration and Use

o use the Mirello mobile application (the "Service"), you must create an account by providing accurate, complete, and up-to-date information. Failure to do so constitutes a breach of these Terms, which may result in the immediate suspension or termination of your account.

You are responsible for safeguarding your password and any other login credentials that you use to access the Service, and for all activities or actions that occur under your account. You agree not to share your password with any third party. If you become aware of any unauthorised access or breach of your account, you must notify us immediately.

We may assume that any actions or communications made under your account credentials are authorized by you. Mirello App Ltd will not be liable for any loss or damages resulting from unauthorized use of your account. You will be responsible for any damages or losses caused to Mirello or others as a result of unauthorized use of your account, whether or not you were aware of it.

Usernames may not include the name of another person or entity without appropriate authorization, nor may they be offensive, vulgar, or otherwise unlawful. We reserve the right to reject or remove usernames that violate this policy.

5. Acceptable Use Policy

5. Acceptable Use Policy.  You acknowledge and agree to comply with these Terms, including the following rules regarding acceptable use of the Service and Websites (the “Acceptable Use Policy”).

5.1 Disruption of the Service. You may not:

5.2 Misuse of the Service and Websites. You may not use the Service and Websites to carry out, promote or support:

5.3 User Content. You may not post any User Content on the Service or Websites (or otherwise make use of the Service or Websites) in a manner that:

5.4 Artificial Intelligence. If you use any AI or machine learning features and functionality (including third-party models) provided by Mirello (collectively, “Mirello AI”), you agree to:

5.5 Acceptable Use Violations. If we reasonably believe a violation of this Acceptable Use Policy has occurred or may occur in the near future in a manner that may disrupt the Service or Websites for our Customers or other users, we may suspend or terminate your access to the Service and Websites, without any liability to us and in addition to any other remedies that may be available to us.

6. Proprietary Rights

Mirello and its licensors exclusively own all right, title, and interest in and to all intellectual property rights in the Service and Websites. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including without limitation rights in and to all applications and registrations relating to the Service and Websites shall, as between you and Mirello, at all times be and remain the sole and exclusive property of Mirello.

7. User Content and Feedback

Our Service allows you to store and manage personal content, such as text, journal entries, goals, or responses to questionnaires ("Content"). You are solely responsible for the Content that you submit or store within the Service, including ensuring its legality, reliability, and appropriateness.

Mirello App Ltd does not access, use, modify, display, reproduce, or distribute your Content in any way. All Content you submit remains confidential, and you retain full ownership and control over your Content.

You represent and warrant that: (i) the Content is yours (you own it) or you have the necessary rights to use it within the Service, and (ii) your use of the Service and the storage of your Content does not violate any privacy rights, publicity rights, copyrights, contract rights, or any other rights of third parties.

User Content and Submissions on the Service

The Service allows you to create personalised frameworks and submit associated information, text, images, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:

Users, whether Free or Paid, maintain ownership of the content they submit to the Mirello Service (“User Content”), including but not limited to journal entries, responses to questionnaires, and goal-related text. Mirello does not access, review, or interact with this User Content, except as required by law or in good faith to comply with legal processes.

By submitting User Content, you grant Mirello a limited license to access, use, copy, reproduce, process, and transmit the content only to the extent necessary to provide the Service (for example, for data storage and technical support). This license does not vary based on whether users use a Free or Paid account.

Mirello reserves the right to remove any User Content from the Service that violates these Terms or is otherwise objectionable at its sole discretion.

Feedback

The Service and the Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Mirello, and/or share such Feedback with other users or the public. If you submit Feedback, Mirello may use such Feedback for any purpose without any compensation or obligation to you. We reserve the right to remove any Feedback posted in our public forums for any reason at our sole discretion.

User Content and Feedback Representations

You represent and warrant that you have all required rights to submit User Content and Feedback without violation or infringement of any third-party rights. You understand that Mirello does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable.

8. Warranties, Disclaimer, and Limitations of Liability

The Mirello Service, along with any User Content or other information accessible from the Service, is provided "as is," without any warranties, representations, conditions, or guarantees of any kind, either express or implied. To the fullest extent permitted by law, Mirello App Ltd disclaims all implied warranties, representations, conditions, or guarantees, including but not limited to implied warranties of quality, merchantability, fitness for a particular purpose, or non-infringement.

Specifically, but without limitation, Mirello App Ltd does not warrant that:
(i) the information available on the Service is free from errors or inaccuracies;
(ii) the features and functionalities of the Service (including mechanisms for uploading and accessing User Content) will be uninterrupted, secure, or free of errors;
(iii) any defects or issues will be corrected; or
(iv) the Service or the servers that make the Service available are free from viruses or other harmful components.

Mirello App Ltd does not warrant, endorse, guarantee, or assume responsibility for any third-party product or service advertised, offered, or linked to through the Service. Mirello will not be a party to or responsible for monitoring any transactions between you and third-party providers of products or services. Additionally, Mirello will not be liable for any offensive or illegal conduct by third parties, and you voluntarily assume the risk of any harm or damage arising from such conduct.

The foregoing limitations of liability apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

Limitation of Liability

In no event shall Mirello App Ltd, nor its directors, officers, employees, agents, suppliers, partners, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, data, use, goodwill, or other intangible losses. This includes damages arising from:
(i) your access to or inability to use the Service;
(ii) any third-party conduct or content on the Service;
(iii) any content obtained through the Service; and
(iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, regardless of whether Mirello App Ltd has been advised of the possibility of such damages.

9. Indemnification

You agree to indemnify, defend, and hold Mirello App Ltd, its affiliates, and their respective officers, directors, employees, contractors, agents, and representatives harmless from and against any claim, demand, or legal action, including without limitation reasonable attorneys' fees, arising out of or related to:
(i) your use of the Mirello Service;
(ii) your connection to the Service;
(iii) your violation of these Terms;
(iv) your violation of any applicable laws;
(v) your submission, posting, or transmission of User Content to the Service; and/or
(vi) your violation of any rights of another individual or entity.

Mirello App Ltd reserves the right to assume the exclusive defence and control of any such disputes, and in any event, you agree to cooperate with us in asserting any available defences.

10. Third-Party Links, Services and Websites

The Mirello Service may include information and content provided by third parties, including links to third-party websites, resources, goods, or services. Mirello App Ltd does not have control over and is not responsible for, any third-party content, advertising, products, or other materials available from such websites or resources.

Mirello App Ltd is not liable for any damages or losses resulting from:
(i) the content, advertising, products, or other materials on or available from third-party sites or resources;
(ii) the availability, accuracy, or any errors or omissions in such websites or resources; or
(iii) the information handling practices or business practices of the operators of such sites or resources.

Your interactions with such third parties, including access to their websites or use of their services, are governed by their own terms of service and privacy policies. Mirello App Ltd strongly encourages you to review these terms and policies carefully before interacting with any third-party websites or services.

11. General Terms

11.1 Modifications to the Service.  We reserve the right at any time to modify or discontinue, temporarily or permanently, the Service and Websites (or any part thereof), with or without notice.  You agree that Mirello shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service and Websites.

11.2 Controlling Law. These Terms will be governed by the laws of the United Kingdom notwithstanding its conflicts of law principles.  However, some countries have laws that require agreements to be governed by the local laws of the consumer’s country.  This paragraph does not override those laws.

11.3 Translations. Any non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version shall control.

11.4 Miscellaneous. These Terms, and any rights or licenses granted hereunder, may not be assigned or delegated by you.  These Terms, and any rights or licenses granted hereunder, may be assigned or delegated by Mirello without restriction.  These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.  These Terms may not be modified by an oral statement by a representative of Mirello.  No agency, partnership, joint venture or employee-employer relationship is intended or created by these Terms.  You agree that any agreements made by and between you and us in electronic form are as legally binding as if made in physical written form.

11.5 Notices. We may deliver notice to you by email, posting a notice on the Service and Websites or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following email address: mirello.app@gmail.com

12. Intellectual Property

The Service, including all original content, features, and functionality (excluding Content provided by users), is and will remain the exclusive property of Mirello App Ltd and its licensors. This includes, but is not limited to, the design, layout, text, graphics, software, and any other elements that make up the Service. The Service is protected by copyright, trademark, and other intellectual property laws of the United Kingdom and other jurisdictions.

You may not use Mirello’s trademarks, logos, or trade dress in connection with any product or service without the prior written consent of Mirello App Ltd. Unauthorized use of any intellectual property belonging to Mirello App Ltd is strictly prohibited and may result in legal action.

Additionally, you agree not to reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any part of the Service, except as permitted under these Terms or with explicit written permission from Mirello App Ltd.

13. Termination

Mirello App Ltd may terminate or suspend your account immediately, without prior notice or liability, for any reason, including but not limited to your breach of these Terms. Such termination or suspension may result in the immediate loss of access to the Service and any content or data associated with your account.

Upon termination, your right to use the Service will cease immediately. If you wish to terminate your account voluntarily, you may do so by discontinuing your use of the Service.

Please note that Mirello reserves the right to suspend or terminate your account at its sole discretion, including but not limited to cases where:

In the event of termination, any provisions of these Terms that, by their nature, should survive termination (including but not limited to provisions related to ownership, confidentiality, indemnity, and limitation of liability) will remain in effect.

14. Governing Law

These Terms shall be governed and construed in accordance with the laws of the United Kingdom, without regard to its conflict of law provisions.

Failure by us to enforce any right or provision of these Terms will not constitute a waiver of such rights. If any provision of these Terms is found to be invalid or unenforceable by a court, the remaining provisions will remain in full force and effect.

These Terms, along with any policies or legal notices incorporated by reference, constitute the entire agreement between you and Mirello App Ltd regarding the Service and supersede any prior agreements or understandings, whether oral or written, regarding the Service.

15. Questions

If you have any questions about these Terms, please contact us at mirello.app@gmail.com.