Miru Pulse Terms of Use

Acceptance of Terms

These Terms of Use are entered into by and between you ("Customer") and Miru Pulse, Inc., an Ontario corporation ("Company", "we", "us" or "our"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use" or "Terms"), govern your access to and use of: (a) the Miru Pulse employee engagement platform and related services ("Miru Pulse" or the "Platform"); (b) the Miru Pulse website and any subdomains thereof (the "Site"); and (c) any other web resources controlled by us.

If the individual accepting these Terms is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these Terms, in which case the term "Customer" shall refer to such entity and its affiliates. If the individual accepting these Terms does not have such authority, or does not agree with these Terms, such individual must not accept these Terms and may not use Miru Pulse.

References to "Authorized Users" means the employees, contractors, or other individuals who access or use Miru Pulse under your subscription as authorized by you.

IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE MIRU PULSE.

THESE TERMS OF USE CONTAIN RELEASES, LIMITATIONS OF LIABILITY, AND PROVISIONS ON INDEMNITY, ALL OF WHICH MAY LIMIT YOUR LEGAL RIGHTS AND REMEDIES. PLEASE REVIEW THEM CAREFULLY.

Changes to Terms

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of Miru Pulse following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page periodically so you are aware of any changes, as they are binding on you. We will make commercially reasonable efforts to notify Customers via email of any material changes that may affect your access or use of Miru Pulse.

Purpose and Nature of the Platform

Miru Pulse provides an AI-powered employee engagement platform that analyzes meeting interactions to provide aggregate insights on team engagement, connection, and energy dynamics to organizations.

Aggregate Metrics, Not Surveillance

The Platform is designed to generate aggregate organizational metrics and insights regarding team engagement and human connection. The Platform is expressly not intended for, and shall not be used as, a surveillance tool to monitor, evaluate, or make decisions about individual employees based on the content of their specific conversations.

No Real-Time Monitoring

Miru Pulse does not provide real-time monitoring, listening, or observation of meetings or conversations. The Platform processes meeting data after the fact to extract anonymized and aggregated engagement patterns. No individual at Miru Pulse or within a Client organization views, listens to, or reads individual meeting transcripts for the purpose of monitoring employee conduct or performance.

Engagement Patterns, Not Content Review

Our analytics focus on patterns of engagement, connection, and energy flow rather than the substantive content of what is said in meetings. The Platform measures how people interact (communication patterns, participation dynamics) rather than what people say (opinions, statements, or specific dialogue).

No Individual Performance Scoring

The Platform does not generate individual performance scores, rankings, or evaluations for the purpose of employee discipline, termination, promotion, or compensation decisions. Insights are provided at the team, department, or organizational level to support culture development and collective engagement improvement.

Client Responsibilities Regarding Platform Use

Clients who deploy Miru Pulse within their organizations are responsible for: (a) informing their employees and meeting participants that engagement analytics are being collected; (b) ensuring that use of the Platform complies with applicable employment, privacy, and workplace monitoring laws; (c) using insights generated by the Platform in a manner consistent with its intended purpose; and (d) not using the Platform as a tool for individual surveillance or punitive action.

License Grant

Subject to these Terms for the applicable term of your subscription or trial period, the Company grants you a limited, non-exclusive, non-sublicensable, and non-transferable license to: (a) access and use Miru Pulse for your internal business purposes strictly in accordance with these Terms and applicable documentation; and (b) permit your Authorized Users to access and use Miru Pulse in accordance with these Terms.

You represent and warrant that your Authorized Users acknowledge and accept these Terms, and you are responsible for the activities of your Authorized Users and their compliance with these Terms. Miru Pulse assumes no responsibility or liability for violations of these Terms by your Authorized Users.

License Restrictions

You shall not: (a) copy Miru Pulse, except as expressly permitted by this license; (b) modify, translate, adapt, or otherwise create derivative works of Miru Pulse; (c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of Miru Pulse; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property notices from Miru Pulse; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Miru Pulse to any third party; (f) remove, disable, circumvent, or otherwise create or implement any workaround to any security features in Miru Pulse; (g) use Miru Pulse as a surveillance tool or for individual employee monitoring contrary to the intended purpose described in these Terms; or (h) use Miru Pulse in violation of any applicable law or regulation.

You are responsible for all of your activity in connection with Miru Pulse. You shall: (i) use Miru Pulse in compliance with all applicable laws (including those related to data privacy, employment, and workplace monitoring); (ii) not upload or transmit any information or materials that contain harmful code; and (iii) not use Miru Pulse in a manner that violates any third party rights.

Reservation of Rights

You acknowledge and agree that Miru Pulse is provided under license, and not sold, to you. You do not acquire any ownership interest in Miru Pulse under these Terms. Company and its licensors reserve and shall retain their entire right, title, and interest in and to Miru Pulse, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights therein, except as expressly granted to you in these Terms.

Collection and Use of Your Information

You acknowledge that when you access or use Miru Pulse, we may collect information about your use of the Platform. You also may be required to provide certain information as a condition to accessing Miru Pulse or certain of its features. All information we collect is subject to our Privacy Policy, incorporated herein by reference. By using Miru Pulse and providing information to us, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Company shall use commercially reasonable efforts to maintain the security and integrity of Miru Pulse and Your Content. Company is not responsible to you for unauthorized access to Your Content unless such access is due to Company's gross negligence or willful misconduct.

Updates and Modifications

We may from time to time develop and provide updates for Miru Pulse, which may include upgrades, bug fixes, patches, and new features (collectively, "Updates"). Updates may also modify or delete certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide any particular features or functionality.

We reserve the right to modify, suspend, or discontinue Miru Pulse (or any part thereof) at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of Miru Pulse.

Third-Party Integrations

Use of Miru Pulse may involve integration with third-party platforms, including Zoom, Microsoft Teams, Google Meet, and other services ("Third-Party Integrations"). Customer acknowledges that: (a) the availability of Miru Pulse may be dependent on Company's ability to access such Third-Party Integrations; (b) Customer's failure to provide adequate access or permissions may result in suspension or interruption of services; and (c) Customer is responsible for complying with any applicable terms of such Third-Party Integrations.

Customer represents and warrants that it has all rights, licenses, permissions, and consents necessary to connect and use any Third-Party Integrations with Miru Pulse. Company does not make any representations or warranties with respect to Third-Party Integrations and disclaims any liability arising from such integrations.

Account Security

To access Miru Pulse, you may be required to register an account ("Account"). You must treat your login credentials as confidential and must not disclose them to any other person. You are responsible for all activities conducted under your Account. You agree to notify us immediately of any unauthorized access to or use of your Account.

We have the right to disable any Account at any time in our sole discretion if, in our opinion, you have violated any provision of these Terms.

Confidentiality

"Confidential Information" means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, and Your Content. Each party will use at least reasonable care to protect the other party's Confidential Information and will only use such information to exercise its rights and fulfill its obligations under these Terms.

The recipient shall not disclose Confidential Information to anyone except to its employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective as those in this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.

Your Content

You may provide, upload, or transmit information, data, or materials in using Miru Pulse ("Your Input"), and Company may generate certain analytics, insights, or outputs from Your Input ("Platform Output"). Your Input together with Platform Output is referred to as "Your Content." As between you and us, you retain all ownership rights in Your Input.

Permitted Use of Your Content

Company may access, store, process, and analyze Your Content: (i) as required to perform our obligations under these Terms; (ii) as authorized or instructed by you; or (iii) as permitted or required by law.

Our Obligations

Company will maintain reasonable and appropriate safeguards to prevent unauthorized disclosure of or access to Your Content. Company will notify you if it becomes aware of unauthorized access to Your Content. We do not sell Your Content. We do not use Your Content to train AI models.

Your Responsibilities

You are solely responsible for Your Content, including its accuracy and compliance with all applicable laws. You represent and warrant that you have all rights and consents necessary to provide Your Content to Company without infringement of any third-party rights.

Platform Output Disclaimer

Platform Output is provided for informational purposes only and should not be relied upon as the sole basis for employment, management, or other business decisions. You accept full responsibility for any reliance on Platform Output.

Intellectual Property Rights

Miru Pulse, the Site, and their entire contents, features, and functionality are owned by the Company, its licensors, or other providers and are protected by Canadian and international intellectual property laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, or republish any content from Miru Pulse without our prior written consent.

Feedback

If you provide any feedback, suggestions, or ideas regarding Miru Pulse ("Feedback"), you hereby assign to Company all rights in such Feedback. Company may use Feedback for any purpose without compensation or attribution to you.

Trademarks

The Company name, Miru Pulse, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You must not use any of the foregoing without our prior written permission.

Prohibited Uses

You agree not to use Miru Pulse:

• (a) In any way that violates any applicable law or regulation;
• (b) As a surveillance tool or for individual employee monitoring contrary to the Platform's intended purpose;
• (c) To make individual employment decisions (discipline, termination, promotion, compensation) based on Platform Output;
• (d) To exploit, harm, or attempt to harm minors in any way;
• (e) To impersonate any person or entity;
• (f) To interfere with or disrupt the Platform or servers connected to the Platform;
• (g) To introduce viruses, trojan horses, worms, or other harmful material;
• (h) To attempt to gain unauthorized access to any part of the Platform.

Purchases and Payments

Miru Pulse will be provided according to the subscription plan you select. You may upgrade or downgrade at any time; downgrades will be effective at the next renewal date. Subscriptions will automatically renew for successive terms unless you cancel in advance.

If you fail to pay applicable fees when due, we may, upon reasonable notice, suspend or revoke access to Miru Pulse until amounts are paid in full. All fees are non-refundable except as expressly stated in these Terms.

You will pay all applicable taxes. Company may change fees at its discretion; changes will not take effect until the next subscription term. Your continued use after a price change constitutes acceptance.

Trial Period

Miru Pulse may be made available on a free trial basis for a limited period ("Trial Period"). Unless you purchase a paid subscription before the end of the Trial Period, access will automatically expire.

MIRU PULSE IS PROVIDED "AS-IS" DURING THE TRIAL PERIOD WITHOUT ANY WARRANTY AND COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO USE DURING THE TRIAL PERIOD EXCEPT TO THE EXTENT SUCH EXCLUSION IS NOT ENFORCEABLE UNDER APPLICABLE LAW.

Term, Termination, and Refund

Your subscription will automatically renew for successive terms unless you cancel in advance of the renewal date.

Termination for Cause

Either party may terminate these Terms upon thirty (30) days written notice of a material breach if such breach remains uncured. Company may terminate immediately if Customer fails to pay amounts due or breaches the License Restrictions or Confidentiality sections.

Effects of Termination

Upon termination: (i) licenses granted shall immediately terminate; (ii) you shall cease use of Miru Pulse; (iii) you shall pay all outstanding fees; and (iv) each party will return or delete Confidential Information of the other party.

Refunds

If terminated by Customer for Company's material breach, Company will refund prepaid fees for the remainder of the subscription term. If terminated by Company for Customer's breach, Customer will pay unpaid fees for the remainder of the term.

Survival

All sections that by their nature should survive termination will survive, including intellectual property rights, confidentiality, disclaimers, limitations of liability, and indemnification.

Warranties and Disclaimers

Company Warranties

Company warrants that during an applicable subscription term: (a) these Terms accurately describe applicable safeguards for protection of Your Content; (b) Company will not materially decrease the overall security or functionality of Miru Pulse; and (c) Miru Pulse will perform materially in accordance with applicable documentation.

Limitation of Liability

Indemnification

Company Indemnification

Company shall defend Customer from claims alleging that the technology underlying Miru Pulse directly infringes a third party's copyright, Canadian patent, or trademark, and indemnify Customer from damages finally awarded in such claims. This does not apply to claims arising from: (a) modifications not made by Company; (b) Your Content; (c) use outside the scope of the license; or (d) Third-Party Integrations.

Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company from claims arising from: (a) Your Content; (b) Customer's violation of these Terms; (c) Customer's use of the Platform as a surveillance tool or for individual monitoring contrary to its intended purpose; (d) Customer's violation of any applicable law; or (e) Customer's violation of third-party rights.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. You agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada for the resolution of any disputes arising out of these Terms.

Notwithstanding the foregoing, Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

Dispute Resolution

Before initiating any legal proceeding, the parties agree to attempt to resolve any dispute informally. Either party shall send written notice describing the dispute and proposed resolution. For sixty (60) days from receipt of notice, the parties will engage in good faith dialogue to resolve the dispute. If the dispute cannot be resolved, either party may pursue formal legal remedies.

General Provisions

Severability

If any provision is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary, or severed, and the remaining provisions shall continue in full force.

Waiver

No failure to enforce any right shall constitute a waiver of such right. Any waiver must be in writing.

Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and Company regarding Miru Pulse and supersede all prior agreements.

Assignment

You may not assign these Terms without Company's prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets.

Contact Information

If you have any questions about these Terms, please contact us: