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Last revised August 2023
These Miova Service Terms (these “Terms”) explain the relationship between Miova Limited (“Miova,” “we” or “us”) and you when you (i) access and use Miova.io and its related domains (together, the “Site”) and/or (ii) download, install, use, and, in some cases, purchase Miova’s proprietary email software applications (including all related documentation, updates, and upgrades) and any other services offered through the Site (the “Miova Services”).
These Terms govern visitors’ access to and use of the public areas of the Site, as well as access to and use of the Miova Services. Unless otherwise indicated, “Miova Services” as used throughout these Terms includes the public areas and the Miova Services. For the purposes of these Terms, “you” or “your” refers to you as a visitor to or registered user of the Miova Services.
These Miova Service Terms (these "Terms") explain the relationship between Miova Limited ("Miova," "we" or "us") and you when you (i) access and use miova.io and its related domains (together, the "Site") and/or (ii) download, install, use, and, in some cases, purchase Miova's proprietary email software applications (including all related documentation, updates, and upgrades) and any other services offered through the Site (the "Miova Services").These Terms govern visitors' access to and use of the public areas of the Site, as well as access to and use of the Miova Services. Unless otherwise indicated, "Miova Services" as used throughout these Terms includes the public areas and the Miova Services. For the purposes of these Terms, "you" or "your" refers to you as a visitor to or registered user of the Miova Services.
These terms, together with our privacy policy, form an agreement between you and Miova. By using the Miova Services, you represent to us that you are legally competent to enter into this agreement. If you are using the Miova Services on behalf of your employer, your acceptance of these terms is deemed an agreement between your employer and Miova, and you represent and warrant that you have the authority to bind your employer to these terms.
1. License Grant.
The Miova Services are owned by Miova and are licensed, not sold, to you. Miova grants to you a personal, non-exclusive, non-transferable, limited license (without the right to sublicense) to access and use the Site and to access, download, install, and use the Miova Services subject to the limitations set forth in these Terms, any relevant purchase order or ordering document related to the Miova Services (“Order Form”), and any and all other terms and policies set forth in the Miova Services. You acknowledge that the source code for the Miova Services and other trade secrets embodied in the Miova Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Miova.
2. Use of Miova Services.
2.1 Registration:
Unless you are visiting only the public areas of the Site, you are required to register and create an account to use the Miova Services (“Account”). You agree that you will maintain and update your registration and account information to ensure it is current, complete, and accurate, and that we have the right to terminate your Account and use of the Miova Services if you provide untrue, incomplete, or inaccurate information.
2.2 Your Responsibilities:
You are responsible for providing the equipment and services that you need to access, download, install, and use the Miova Services. Miova does not guarantee that the Miova Services are accessible on any particular equipment or device or with any particular software or service plan.You are responsible for all activities that occur through your Account, whether or not authorized by you. Please do not share your Account with any other person.You will use the Miova Services only for your internal business purposes and in accordance with applicable laws, rules, and regulations. You are responsible for all of your activities that occur within, through, or as a result of your use of the Miova Services. You agree that you will not use the Miova Services for unlawful purposes or to engage in any illegal, offensive, indecent, or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the Miova Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.
If you use the Miova Services on your mobile device, you are solely responsible for all message and data fees charged by your wireless service provider. Please contact your mobile service provider for pricing plans and details. Miova is not liable for any delays, interruptions, or other transmission errors related to your device, service, or wireless service provider.
Except as specifically permitted in these Terms or expressly authorised in writing by Miova, you agree that you will not directly or indirectly:
(a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify, or time-share the Miova Services;
(b) use any of the Miova Services in any service bureau arrangement;
(c) reproduce, adapt, create derivative works of, translate, localise, port, or otherwise modify any of the Miova Services; or
(d) permit any third party to engage in any of the acts described in clauses (a) through (c).
You are not permitted to:
(a) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Miova Services;
(b) decompile, disassemble, reverse compile, reverse assemble, reverse translate, or otherwise reverse engineer any of the Miova Services;
(c) use any means to discover the source code of the Miova Services or to discover the trade secrets in the Miova Services; or
(d) otherwise circumvent any functionality that controls access to or otherwise protects the Miova Services.
You are responsible for complying with all laws, rules, and regulations (including those relating to internet, data, and email privacy) that apply to your use of the Miova Services.
2.3 Our Responsibilities:
Miova is responsible for providing the Miova Services in accordance with these Terms and all applicable laws, rules, and regulations.We will maintain commercially reasonable administrative, physical, and technical safeguards intended to protect the security, confidentiality, and integrity of information that you provide to or through the Miova Services.Miova reserves the right but is not obligated to improve, enhance, or modify the Miova Services. We will notify you in advance of changes to the Miova Services that may significantly adversely affect the manner in which you use the Miova Services or the manner in which the Miova Services perform.Miova is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defence, and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, websites, Software, services, and other materials of third parties with which you may interact when you use the Miova Services (collectively, “Other Services”). You access other services entirely at your own risk and you are responsible for complying with terms and conditions applicable to your access and use of other services.
2.4 Availability:
We use commercially reasonable efforts to make the Miova Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware, or service not provided by us, unscheduled downtime, and/or any cause beyond our reasonable control (including, without limitation, natural disasters, wars, terrorist acts, civil disturbances, acts of any government or agency thereof, strikes, or other labor problems, Internet service or other third party service providers’ failures or delays, and systemic electrical, telecommunications, or other utility outages or failures).
2.5 Limitations:
Miova Services are subject to reasonable and fair usage limitations, such as limits on the number of emails tracked, as specified within the Miova Services.
3. Your Content.
The Miova Services allow you to upload, transmit, and use information and other content to and through the Miova Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality, and means by which you acquired Your Content. You understand that Miova will use Your Content to provide the Miova Services to you. You have or will obtain all rights necessary to provide Your Content to Miova, and you hereby grant Miova a worldwide license to use, reproduce, transmit, display, and adapt your Content as necessary for Miova to provide the Miova Services to you in accordance with these Terms.
Without limiting the terms of our Privacy Policy, you understand that we do not guarantee that your use of the Miova Services and/or Your Content will be private or secure, and we are not responsible or liable to you for any lack of privacy or security that you may experience. Information collected by your internet or mobile service provider and other third parties are used, stored, transferred, and disclosed pursuant to your internet or mobile service provider’s or the third party’s terms, policies, and practices.
We encourage you to carefully consider the disclosure of any information that might be accessible to others. You are fully responsible for taking precautions and providing security measures best suited for your situation and intended use of the Miova Services.
Paid Miova Service, Refunds, Upgrading, and Downgrading. Miova offers enhanced Miova Services for a fee (“Paid Miova Service”). The Paid Miova Service provides you with the features as described at www.miova.io/pricing for a monthly or annual fee at the then-current rates. Miova reserves the right to change the Fee Schedule upon thirty (30) days advanced notice to paying customers. A valid credit card is required for the Paid Miova Service.
The service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with a paid account. For purchases of additional subscriptions, your credit card will be immediately charged a pro-rated amount for the current subscription term.
Miova does not store, process, or transmit any of your credit card data but relies entirely on Stripe, Inc. to handle these functions. Payments due for the Paid Miova Services are subject to the terms of the online order process at https://stripe.com/terms. If you do not agree to Stripe’s terms, then please do not sign up for the Paid Miova Service.
Your Paid Miova Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Schedule every thirty (30) days in advance. Monthly fees are automatically charged to the credit card that you provided when you registered for the Paid Miova Service.If payment in full of any amount owed to Miova under these Terms is not received by Miova within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due Miova is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees.
4. Warranties.
We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents, and permissions to use Miova Services.
Except as expressly provided above, you acknowledge that the Miova services are supplied to you on an “as is” basis and that use of the miova services is at your sole risk. Miova hereby expressly disclaims all warranties regarding the miova services and the use, performance, operation, and support thereof, either express or implied, including warranties of merchantability, fitness for any particular purpose, title, or non-infringement, interference with enjoyment, accuracy, completeness, integration, freedom from defects, or disabling devices, uninterrupted use, and all warranties implied from any course of dealing or usage of trade. Miova does not warrant that
(a) the miova services will meet your requirements,
(b) operation of the miova services will be uninterrupted or virus- or error-free,
(c) that the miova services will operate or be compatible with any other applications or any particular systems or devices,
(d) defects in the miova services will be corrected, or
(e) that the miova services will be available for reinstalls on the same or multiple devices.
Any oral or written advice provided by Miova or its authorised agents will not be deemed to create any warranty. Some jurisdictions do not allow the exclusion of implied warranties, so some or all of the above exclusions may not apply to you.
5. Limitation of Liability.
Miova's liability with respect to any single incident arising out of or related to the delivery, use, or performance of the miova services or these terms (whether in contract or tort or under any other theory of liability) will not exceed the amount paid by you hereunder in the twelve (12) months preceding the incident; provided that in no event shall miova’s aggregate liability arising out of or related to these terms (whether in contract or tort or under any other theory of liability) exceed the total amount paid by you hereunder. The foregoing limitation will not limit your payment obligations.
In no event will Miova be liable to you or any third party for indirect, special, exemplary, incidental, consequential, and punitive damages (including, but not limited to, costs of procurement of substitute goods or services, loss of use, data, or profits, or business interruption), however caused and under any theory of liability, whether under these terms or otherwise arising in any way in connection with the miova services or these terms and whether in contract, strict liability, or tort (including negligence or otherwise), even if Miova has been advised of the possibility of such damage. The foregoing disclaimer of liability will not apply to the extent prohibited by applicable law. You agree not to seek to recover any other damages, including consequential, lost profits, special, indirect, or incidental damages from any distributor.
You agree that the above limitations of liability, together with the other provisions in these terms that limit liability, are essential terms of these terms, and that Miova would not be willing to grant you the rights set forth in these terms but for your agreement to these limitations of liability.
6. Ownership.
The Miova Services, including the “look and feel” (e.g., text, graphics, images, logos), content, and other material, are protected under copyright, trademark, and other laws. You acknowledge and agree that Miova owns all right, title, and interest in and to the Miova Services (including, without limitation, any and all patent, copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property rights therein or related thereto), and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Miova’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks, or other intellectual property rights on account of these Terms. Any and all
(a) suggestions for correction, change, and modification to the Miova Services, evaluation data, evaluations, and other feedback (including but not limited to quotations of written or oral feedback, information, and reports provided to Miova by you (collectively, “Feedback”)), and all
(b) improvements, updates, modifications, or enhancements, whether made, created, or developed by Miova or otherwise relating to the Miova Services (collectively, “Revisions”), are and will remain the property of Miova.
You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title, or interest in the Miova Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Miova, and Miova may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Miova any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by Miova, you will execute any document, registration, or filing required to give effect to the foregoing assignment.
7. Indemnification.
You agree to indemnify and defend Miova and its affiliates, directors, officers, employees, and agents from and against all Claims brought against Miova by any third party arising from your use of the Miova Services or any violation of these Terms, the rights of a third party, or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. Miova reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Miova may be made without Miova’s prior written approval.
8. Modifications to Terms.
We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Miova Services after the “Last Revised” date at the top of this page. Your continued access or use of the Miova Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.
9. Cancellation and Termination.
You are solely responsible for properly canceling your subscription. You can request to cancel your subscription at any time by emailing hello@miova.io. The Miova Services are billed in advance on a monthly basis and automatically renews at the end of your subscription term. If you request to cancel the Paid Miova Services before the end of your subscription, your cancellation will take effect immediately, and you will not be charged again. Your service will remain active until the end of the subscription.
Miova, in its sole discretion, has the right to suspend or terminate your Miova Services and refuse any and all current or future use of the Miova Services, for any reason, at any time. Such termination of the Miova Services will result in the deactivation or deletion of your account or your access to your account. Miova reserves the right to refuse service to anyone for any reason at any time.
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
If this Agreement is terminated by you, Miova will refund you any prepaid fees covering the remainder of the term after the effective date of termination. If this Agreement is terminated by Miova, you will pay any unpaid fees covering the remainder of the term. In no event will termination relieve you of your obligation to pay any fees payable to Miova for the period prior to the effective date of termination.
These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the Miova Services and will destroy any copy (full or partial) of any and all parts of the Miova Services in your possession or control. Termination will not limit any of Miova’s other rights or remedies at law or in equity. This Section 11 along with Sections 5, 6, and 7 will survive any termination or expiration of these Terms.
10. Export Laws.
You agree that you will not export or re-export, directly or indirectly, the Miova Services and/or other information or materials provided by Miova hereunder, to any country for which New Zealand or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. You are responsible for and hereby agree to comply at your sole expense with all applicable New Zealand export laws and regulations.
11. Taxes.
You are solely responsible for any and all duties, taxes, levies, or fees (including any sales, use, or withholding taxes) imposed on or in connection with these Terms or the Miova Services by any authority.
12. Remedies.
You agree that a breach or a threatened breach of these Terms will cause injury to Miova for which money damages will not provide an adequate remedy, and Miova will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
13. Usage of Logo.
You grant Miova the right to use your company logo. Miova may not modify or change the logo in any way, and the logo may only be used for purposes of identifying the company as a Miova customer. The logo shall not be used in any manner, which may be considered, in your sole discretion, disparaging or negative. You have the right to revoke the license to use the logo at any time by giving Miova written notice of such revocation.
14. Data Privacy.
Miova collects and processes personal data as described in its Privacy Policy available at www.miova.io/privacy-policy. By using the Miova Services, you consent to the collection, processing, and use of your data by Miova in accordance with the Privacy Policy.
15. Confidentiality.
Each party agrees that it will not disclose to any third party or use in any manner not permitted by these Terms, any information that the other party designates in writing as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential, except to the extent such information:is or becomes publicly available other than through a breach by the receiving party; was already known to the receiving party without restriction at the time of disclosure by the disclosing party; was independently developed by the receiving party without any use of or reference to the disclosing party’s confidential information; or is required to be disclosed by law. Each party will take reasonable precautions to prevent the unauthorized disclosure or use of the other party’s confidential information.
16. Governing Law and Venue.
These Terms and your access to and use of the Miova Services will be governed by and construed and enforced in accordance with the laws of the New Zealand, without regard to conflict of law rules or principles. Any action, suit, or other proceeding relating to these Terms or the Miova Services may only be brought in the courts of New Zealand, and each party hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such action, suit, or proceeding and irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any such action, suit, or proceeding in any such court or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
17. General.
These Terms, together with the Privacy Policy, constitute the entire agreement between the parties concerning the subject matter hereof. These Terms may only be modified by a written amendment signed by an authorized executive of Miova. Except to the extent applicable law, if any, provides otherwise, these Terms and any access to or use of the Miova Services will be governed by the laws of New Zealand. If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under these Terms to any party, and any attempt to do so will be void. These Terms will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. These Terms and any rights and licenses granted hereunder may not be transferred or assigned by you, but may be assigned by Miova without restriction. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognised overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
18. Contact Information.
If you have any questions or concerns about these Terms or the Miova Services, please contact us at hello@miova.io or Miova Limited, Auckland, New Zealand.
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