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Terms of Service

Welcome to Myracle.io! By signing up for a Myracle.io Account (as defined in Section 1) or by using any Myracle.io Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).

 

As used in these Terms of Service, “we”, “us”, “our” and “Myracle.io” means Cerebranium GmbH, a German Private Limited Company, with the address Pappelallee 78-79, 10437 Berlin, Germany, and “you” means the Myracle.io User (if registering for or using a Myracle.io Service as an individual), or the business employing the Myracle.io User (if registering for or using a Myracle.io Service as a business) and any of its affiliates.

 

Myracle.io provides a complete blended learning platform that offers multimodal learning journeys on several subjects, including activities in the real world using state-of-the-art Extended Reality technology. Among other features, this platform includes a range of tools for educators and learners to use interactive learning content on mobile and web. Any such service or services offered by Myracle.io are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://myracle.io/legal/b2b-terms.

 

You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service, including Myracle.io's Privacy Policy before you may sign up for a Myracle.io Account or use any Myracle.io Service.

1. Account Terms

  1. (“Account”). To complete your Account registration, you must provide us with your full name, phone number, a valid email address, and any other information indicated as required. Myracle.io may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.

  2. You acknowledge that Myracle.io will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Myracle.io and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Myracle.io can only be authenticated if they come from your Primary Email Address.

  3. You are responsible for keeping your password secure. Myracle.io cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.

  4. Technical support in respect of the Services is only provided to Myracle.io Users. Questions about the Terms of Service should be sent to Myracle.io Support.

  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Myracle.io.

  6. You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.

  7. You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.

2. Account Activation

1. Account Owner

  1. Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service.
     

  2. If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

2. Staff Accounts

  1. Based on your Myracle.io pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. Each Staff Account must include a full legal name and a valid email account. With Staff Accounts, the Account Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to performance information on the Reports page or prevent Staff Accounts from changing general settings).
     

  2. The Account Owner is responsible for: (a) ensuring its employees, agents, and subcontractors, including via Staff Accounts, comply with these Terms of Service; and (b) any breach of these Terms of Service by the Account Owner’s employees, agents, or subcontractors. The Account Owner acknowledges and agrees that Account Owner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of the Account Owner.
     

  3. The Account Owner and the users under Staff Accounts are each referred to as a “Myracle.io Educator User”.

3. Learner Accounts

  1. Based on your Myracle.io pricing plan, you can create a limited number of learner accounts (“Learner Accounts”) allowing other people to access content on Myracle.io. Each Learner Account must include a full legal name and a valid email account. With Learner Accounts, a Myracle.io Client User can create a lesson plan by selecting modules for each Learner Account.
     

  2. Learner Accounts expire after a specific duration, based on your Myracle.io pricing plan.
     

  3. The users under Learner Accounts are each referred to as a "Myracle.io Learner User".
     

  4. The Account Owner, users under Staff Accounts, and users under Learner Accounts are each referred to as a "Myracle.io User".

3. Myracle.io Rights

  1. The Services have a range of features and functionalities. Not all Services or features will be available to all Account Owners at all times, and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice, and at any time.
     

  2. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Myracle.io employee, member, or officer will result in immediate Account termination.

 

  1. We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Myracle.io employees and contractors may also be Myracle.io customers, and that they may compete with you, although they may not use your Confidential Information (as defined in Section 6) in doing so.

 

  1. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government-issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
     

  2. Myracle.io reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Myracle.io reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.

4. Your Responsibilities

  1. The Account Owner is solely responsible for the use of Services by all Myracle.io Users associated with their Account.
     

  2. While Myracle.io takes reasonable precautions to warn Myracle.io Users about safety considerations and instructions, it is the sole responsibility of each Myracle.io User to adhere to these instructions and commonly understood safety measures while using the Services. Myracle.io holds no responsibility for any damage to property, physical damage, bodily harm, loss of life, or any other unforeseen consequences resulting from, or during, or after the use of the Services.
     

  3. You may not use the Myracle.io Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your Myracle.io Users' jurisdiction, or the laws of Germany. You will comply with all applicable laws, rules, and regulations in your use of the Service and your performance of obligations under the Terms of Service.

5. Payment Of Fees & Taxes

  1. You will pay the Fees applicable to your subscription to Online Service (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the creation of customized lesson plans (“Creation Fees”), and any fees relating to your purchase or use of any products or services such as Myracle.io Learning Analytics, Myracle.io Beacon, Myracle.io Kit, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Creation Fees, and the Additional Fees are referred to as the “Fees”.
     

  2. You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Myracle.io will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Myracle.io will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in Euros, and all payments will be in Euros. Alternatively, you can make timely bank transfers for all amounts due, in a supported currency.
     

  3. Subscription Fees are paid in advance and will be billed in 30-day intervals (each such date, a “Billing Date”). Creation Fees and Additional Fees will be charged from time to time at Myracle.io's discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the Primary Email Address provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
     

  4. If we are not able to process payment of Fees using an Authorized Payment Method, or we have not received a bank transfer from you, we will make a second attempt to process payment using any Authorized Payment Method, typically 14 days later, or contact the Account Owner to remind about processing the bank transfer. If the second attempt is not successful, we will make a final attempt, typically 14 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Myracle.io reserves the right to terminate your Account in accordance with Section 14.
     

  5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and services (including Goods and Sales Tax), harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
     

  6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Myracle.io products and services. To the extent that Myracle.io charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Myracle.io of your exemption. If you are not charged Taxes by Myracle.io, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
     

  7. You are solely responsible for determining, collecting, withholding, reporting, and remitting applicable taxes, duties, fees, surcharges, and additional charges that arise from or as a result of your use of the Services.

6. Confidentiality

  1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Myracle.io's Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
     

  2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without the use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

8. Intellectual Property

1. Your Materials

  1. As a part of the Services, Myracle.io may require you to provide materials, including but not limited to, photos, images, videos, graphics, written content, audio files, code, information, or other copyright/trademark data provided or made available by you or your affiliates to Myracle.io or its affiliates ("Materials").
     

  2. We do not claim ownership of the Materials you provide to Myracle.io; however, we do require a license to those Materials. You grant Myracle.io a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations, and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Myracle.io and agree that this waiver may be invoked by anyone who obtains rights in the materials through Myracle.io, including anyone to whom Myracle.io may transfer or grant (including by way of license or sublicense) any rights in the Materials.
     

  3. If you owned the Materials before providing them to Myracle.io then, despite providing them to Myracle.io they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. Terminating your Myarcle.io Account does not terminate any rights or licenses granted to the Materials that Myracle.io requires to exercise any rights or perform any obligations that arose during the Term.
     

  4. You agree that Myracle.io can, at any time, review and delete any or all of the Materials submitted to the Services, although Myracle.io is not obligated to do so.
     

  5. You grant Myracle.io a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Account (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Myracle.io requires the license to exercise any rights or perform any obligations that arose during the Term.

2. Myracle.io Intellectual Property

  1. You agree that you may not use any trademarks, logos, or service marks of Myracle.io, whether registered or unregistered, unless you are authorized to do so by Myracle.io in writing. You agree not to use or adopt any marks that may be considered confusing with the Myracle.io. You agree that any variations or misspellings of the Myracle.io Trademarks would be considered confusing with the Myracle.io Trademarks.
     

  2. You agree that any and all derivative works that arise out of the Services and Materials you provide as a part of the Services, become - fully, solely, and without any ambiguity - intellectual property of Myracle.io. You expressly waive off all claims and rights related to any commercial exploitation of these derivative works, and transfer all ownership rights of these derivative works to Myracle.io.
     

  3. You agree not to purchase, register, or use search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses, social media names, or domain names (including without limitation top-level domains, sub-domains, and page URLs) that use or include Myracle.io or Myracle.io Trademarks or that use or include any terms that may be confusing with the Myracle.io Trademarks.
     

  4. You acknowledge and agree that the Terms of Service do not give you any right to implement Myracle.io patents.

9. Feedback

  1. Myracle.io welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion, or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Myracle.io be subject to any obligation of confidentiality or expectation of compensation.
     

  2. By submitting Feedback to Myracle.io (whether submitted directly to Myracle.io or posted on any Myracle.io hosted forum or page), you waive any and all rights in the Feedback and that Myracle.io is free to implement and use the Feedback if desired, as provided by you or as modified by Myracle.io, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Myracle.io must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Myracle.io reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.

10. Privacy & Data Protection

Myracle.io is firmly committed to protecting the privacy of your personal information and the personal information of your Users. By using the Service, you acknowledge and agree that Myracle.io's collection, usage and disclosure of this personal information is governed by our Privacy Policy.

11. Term & Termination

  1. The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).

  2. You may cancel your Account and terminate the Terms of Service at any time by contacting Myracle.io Support and then following the specific instructions indicated to you in Myracle.io's response.

  3. Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.

  4. Upon termination of the Services by either party for any reason:

  • Myracle.io will cease providing you with the Services and you will no longer be able to access your Account;

  • unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;

  • any outstanding balance owed to Myracle.io for your use of the Services through the effective date of such termination will immediately become due and payable in full.


   5. If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one           final invoice via email. Once that invoice has been paid in full, you will not be charged again.

12. Modifications

  1. We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, or by similar means. However, Myracle.io may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.

  2. Myracle.io may change the Fees for the Services from time-to-time. We will provide you with 30 days' advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, or by similar means. Myracle.io will not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Services (or any part thereof).

13.  Cancellation and Refund Policy

  1. In the event of cancellation of the services provided by Myracle.io, the service amount paid to Myracle.io will not be refunded under any circumstances by the service provider.

14. General Conditions

  1. The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Myracle.io and govern your use of the Services and your Account, superseding any prior agreements between you and Myracle.io (including, but not limited to, any prior versions of the Terms of Service).

  2. The failure of Myracle.io to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.

  3. Save for Myracle.io and its affiliates, you or anyone accessing Myracle.io Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.

  4. The Terms of Service will be governed by and interpreted in accordance with the laws of Germany applicable therein, without regard to principles of conflicts of laws.

  5. The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Myracle.io's Terms of Service available in another language, the most current English version of the Terms of Service at https://myracle.io/legal/b2b-terms will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by Myracle.io (acting in its sole discretion) or as required by applicable law.

  6. All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns, and legal representatives. Myracle.io will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Myracle.io's prior written consent, to be given or withheld in Myracle.io's sole discretion.

  7. If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.

  8. On termination, all related rights and obligations under the Terms of Service immediately terminate, except that (a) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination; and Sections 1 (Account Terms), 5 (Payment of Fees & Taxes), 6 (Confidentiality), 7 (Limitation of Liability and Indemnification), 8 (Intellectual Property), 9 (Feedback), 10 (Privacy and Data Protection), 11 (Term and Termination), 12 (Modifications), and 13 (General Conditions) will survive the termination or expiration of these Terms of Service.

Myracle.io is a trademark owned by Cerebranium GmbH.

 

Cerebranium GmbH

Pappelallee 78-79
10437 Berlin

Germany

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