Terms of Service

Last updated: February 21, 2023

Welcome to Mirrorful. Mirrorful is a platform that enables engineering teams to sync and manage their design tokens.

These Terms of Service (“Terms”) define your rights and our rights in relation to the use of the services provided by North Park Labs, Inc. d.b.a Mirrorful ("Mirrorful", “we”, “us”, “the company”) through the website at mirrorful.com (the mirrorful website”), through any applications and/or through any command line interfaces ("the Mirrorful CLI”). The Mirrorful website and applications, the Mirrorful CLI and the services provided by or through the Mirrorful website and applications and the Mirrorful CLI are collectively known in these terms as the “services”.

By using the services, you agree to be bound by these terms. If you do not agree to these terms, you may not use the services.

The license details for our open-source self-hosted version of Mirrorful are available on our GitHub page.

The Services

Mirrorful is modifying and improving its services on a constant basis. We have the right to introduce new products and/or features, change existing products and/or features, or discontinue products and/or features from the services at any time. Currently we offer the following products:

1. Mirrorful CLI — a command line interface that allows you to sync and manage your design tokens.

Security and Data Privacy

1. Mirrorful Security: it is impossible for anyone at Mirrorful to access your data such as Mirrorful runs locally in your project. Mirrorful is open-source and you can review the code on our GitHub page. Mirrorful implements robust physical, technical and administrative security measures designed to protect your information from unauthorized or accidental access, destruction, use, modification or disclosure. However, no method of transmission over the Internet, and no means of electronic or physical storage, is entirely free of risk, and thus we cannot ensure or warrant the absolute security of your information.

2. Privacy: we collect certain data and information about you in connection with your use of the services and otherwise in connection with these terms. We collect and use all such data and information in accordance with our privacy policy, which you acknowledge. We are always striving to improve the services. In order to do so, we use analytics techniques to better understand how our services are being used. For more information on these techniques and the type of data collected, please read our privacy policy.

3. Subpoenas: Nothing in these Terms prevents us from disclosing your data to the extent required by law, subpoenas or court orders, but we will use commercially reasonable efforts to notify you where permitted to do so. Mirrorful strives to balance your privacy rights with other legal requirements.

Fees, Charges and other Payments

You agree to pay all fees and charges applicable to your use of the Services. Please contact Mirrorful at support@mirrorful.io for detailed pricing information. We partner with Stripe, Inc. (“Stripe”) to manage payments. By using our Services you agree to provide Stripe accurate, current, complete and authorized information about yourself and your business, and your credit, debit or other payment card data. By providing Stripe with your payment information, you agree that Mirrorful is authorized to immediately charge you for all fees and charges due and payable to Mirrorful hereunder and that no additional notice or consent is required. You agree to immediately update your payment details in Stripe if there is any change in your billing address or the credit card used for payment hereunder.

We reserve the right to suspend or terminate your account and the Services provided to you if any fees or charges remain unpaid. All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments, and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon Mirrorful’s net income. We reserve the right to change the fees and other charges from time to time, by notifying you via email or through the Services.

Third Party Services and Platforms

A “Third-Party Service” means any software, software-as-a-service, data sources, content, websites or other products or services not provided by Mirrorful that are integrated with the Services (e.g., Slack, Github) or used to provide the Mirrorful Service. The Services may depend upon, interact with, support integrations with or enable access to Third-Party Services, which may in each case be accompanied by separate terms of use. In order for the Services to communicate with, access or receive relevant information from such Third-Party Services, users may be required to input credentials. By enabling use of the Services with any Third-Party Services, user authorizes Mirrorful to access user’s accounts with such Third-Party Services for the purposes described in these Terms. User is solely responsible for complying with any relevant terms and conditions of the Third-Party Services and maintaining appropriate accounts in good standing with the providers of the Third-Party Services. USER ACKNOWLEDGES AND AGREES THAT MIRRORFUL HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY SERVICES OR ANY USER DATA EXPORTED TO A THIRD-PARTY SERVICE.

Mirrorful does not guarantee that the Services will maintain integrations with any Third-Party Services and Mirrorful may disable or deactivate integrations of the Services with any Third-Party Services at any time. If Mirrorful’s deactivation of an integration will materially impact the Services provided, Mirrorful will notify users of such deactivation. For clarity, these Terms govern users’ use of and access to the Services, even if accessed through an integration with a Third-Party Services. WE DO NOT ENDORSE, AND HEREBY DISCLAIM ALL LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY THIRD-PARTY SERVICE.

Your License and Acceptable Use

1. Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide (with the exception of (i) jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government and (ii) jurisdictions whose laws do not permit engaging in business with Mirrorful or use of the Services) for you to access and use the Services for your internal business or personal purposes, depending on your account type (only in a manner that complies with all legal requirements that apply to you or your use of the Services, including the Mirrorful Privacy Policy and these Terms). If you have a free account you may use the Services for business or personal purposes, but paid accounts are for business use only, and may not be used for personal or other non-commercial purposes. Mirrorful may revoke this license at any time, in its sole discretion.

2. Acceptable Use: you must comply with the following rules regarding acceptable use of the services. You may not:

• access, tamper with, or use non-public areas of the Services, Mirrorful's computer systems, or the technical delivery systems of Mirrorful's providers;

• attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or

• access or search the Services by any means other than by using the interfaces provided for your authorized use by Mirrorful (for example, “scraping”);

• probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;

• interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services.

1. Misuse of the Services. You may not utilize the Services to carry out, promote or support:

• any unlawful or fraudulent activities;

• any renting, leasing, distributing, sublicensing, or otherwise providing access to the services to a third party; or

• the sending of unsolicited communications, promotions advertisements, or spam;

• the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;

• the publishing of or linking to malicious content intended to damage or disrupt another user’s browser or computer;

• the use of the services for competitive analysis or to build competitive products.

1. User Content Standards Within the Services:

• violates any applicable law, any third party’s intellectual property rights, or anyone’s right of privacy or publicity;

• is deceptive, fraudulent, illegal, which, if we become aware of, we will remove and report to law enforcement;

• contains viruses, bots, worms, or similar harmful materials; or

• contains any information that you do not have a right to make access or use under law or any contractual or fiduciary duty.

1. Violations of this Section. In addition to any other remedies that may be available to us, Mirrorful reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the services, upon notice and without liability for Mirrorful should you fail to abide by the rules in this Section or if, in Mirrorful’s sole discretion, such action is necessary to prevent disruption of the Services for other users.

Trials and Betas

Product features clearly identified as Alpha or Beta features (collectively “Early Access Features ”) made available by Mirrorful are provided to you for testing purposes only, and Mirrorful does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. Mirrorful may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations.

DISCLAIMER OF WARRANTIES

ALL SERVICES, SUPPORT AND BETA VERSIONS ARE PROVIDED “AS IS,” AND MIRRORFUL AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES, SUPPORT OR BETA VERSIONS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICES, SUPPORT AND BETA VERSIONS NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

LIMITATIONS OF LIABILITY

• NEITHER MIRRORFUL NOR ANY ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR OTHER PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, BUSINESS INTERRUPTION, FAILURE OF SECURITY MECHANISMS, COMPUTER DAMAGE, SYSTEM FAILURE, COST OF DELAY, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MIRRORFUL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

• IN NO EVENT WILL MIRRORFUL OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO MIRRORFUL IN THE PRECEDING TWELVE (12) MONTHS FOR THE SERVICES.

• California Resident Waiver. If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.

• EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY MIRRORFUL TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

INDEMNITY

You agree to indemnify, defend, and hold harmless Mirrorful's, its affiliates, employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and/or password; (b) a breach of these Terms or Mirrorful's’s privacy policy; (c) your violation of an applicable law and/or any right of another entity/individual; (d) your upload, storage, management, or syncing of user data on the services.

Termination

You can decide to stop using the Services and terminate these Terms at any point in time for any reason with a written notice to us, but, upon any such termination, unless otherwise agreed in writing between you and Mirrorful, you will not be eligible for a refund of any pre-paid fees. Mirrorful may terminate or suspend your access to the Services at any time, whether with or without cause. After executing the termination, you will no longer access (or attempt to access) the Service. Unless terminated by Mirrorful without cause, you may not be entitled to any refund of any prepaid fees. All provisions of this Agreement which by their nature should exist even after termination shall exist after termination, including, without limitation, all restrictions of liability, warranty disclaimers, and dispute resolution provisions.

Governing Law and Dispute Resolution

• Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to find a solution that is satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, any of the parties may pursue relief as may be available under these Terms. All negotiations pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

• Governing Law; Jurisdiction. These Terms will be governed by and construed according to the applicable laws of the State of Delaware, USA, without giving effect to the principles of that State relating to conflicts of laws. Each party irrevocably agrees that any legal action, proceeding, or suit arising out of or related to these Terms must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the State or Federal court in Delaware, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of the courts in Delaware, USA, generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other party. In any action or proceeding to enforce a party’s rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys’ fees.

• Injunctive Relief; Enforcement. Notwithstanding the above provisions of Informal Resolution and Governing Law; Jurisdiction, nothing in these Terms will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

General Terms

Mirrorful will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance. If Mirrorful believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, it is at Mirrorful's sole discretion to freeze your account and/or cancel your subscription.

• Any failure of either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver or relinquishment of such Party's right to assert or rely upon such provision, right or remedy in that or any other instance. If a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.

• Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

• Statute of Limitations. Except in relation to privacy related claims or if you are a resident of New Jersey, you agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within the period of one (1) year after such claim or cause of action arose or be forever barred.

• Notices. Any notices or other communications provided by Mirrorful under these Terms, including those regarding modifications to these Terms, will be given by Mirrorful: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. If you give a notice to us, it will be effective when received and you must user the following email address: support@mirrorful.io.

• Miscellaneous. These Terms (and all terms and conditions incorporated herein) constitute the entire agreement between you and Mirrorful and govern your use of the Services, and supersede any prior agreements between you and Mirrorful on the subject matter. 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 Mirrorful 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 Mirrorful. 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. The section titles in these Terms are for convenience only and have no legal or contractual effect.

• Whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.”

Questions

With any questions regarding these Terms, please reach out to support@mirrorful.io.