Last Update October 2022
1. Introduction and Acceptance
Migiri is a registered trademark of Digital Literacy S.L.U.
Please read carefully these terms and conditions (hereinafter, "Terms of Service") applicable to the use of Migiri service (hereinafter, "Service") and Migiri End-Point software (hereinafter, "Migiri Software") (collectively, the "Services") provided by Digital Literacy, S.L.U. (hereinafter "Digital Literacy", "We" or “Us”) with CIF B-42783118 and domicile at Roger de Flor 193, 08013, Barcelona, Spain, registered in the Barcelona Mercantile Register, book 47701, volume 47701, page 208, sheet 559847.
If you as a subscriber to the Services and licensee of Migiri Software (hereinafter "You" upon acceptance of the Terms of Service) do not agree to the Terms of Service, you must not install Migiri Software or use the Services.
You represent you have read and accept the Migiri Privacy Policy available through https://migiri.app/privacy, the terms of which are an integral part of these Terms of Service.
By using the Services you agree to be bound by these Terms of Use. Failure to comply with any part of these Terms of Use may result in the termination of your account. You affirm you are fully capable and empowered, being over 18 years old, to enter into these Terms of Service.
2. Services
a. Description
Through the Services, we monitor and control the use of your devices ("Monitored Devices"), helping you eliminate problematic behaviours.
The purpose is helping Users to manage behavioural difficulties in accessing and using the Internet on their own.
The Migiri Software can be used to connect You with professionals specialized in helping people with problematic behaviours on the Internet. Digital Literacy will only connect You with those professionals upon your request, and is not involved in the provision of any professional services. You can find further information in Annex 1 below.
b. Use of Services
Use. You agree to use Services in accordance with these Terms of Service and applicable laws, in particular, those related to privacy, image rights, honour and reputation, telecommunications secrecy, personal data protection, labour relations, non-discrimination and disclosure of secrets, and any other regulations governing your rights. You will not use Services in any way that may deteriorate them, or to provide services to third parties.
Legal Compliance. in order to use the Digital Literacy Service, You represent and warrant that (i) You are not located in a country that is subject to an EU, EU member state or U.S. Government embargo, or that has been designated by the those Governments as a “terrorist supporting” country; and (ii) You are not listed on any such Government list of prohibited or restricted parties.
Restrictions on Use. You will refrain from using the Services if you cannot guarantee compliance with any of the following stipulations:
- The Services can only be used for the purpose of monitoring your own devices.
- You agree not to use the Service, your account data and tokens or authentication elements, elements of the platform other than its graphical user interface, or any connection or connectivity to the Services and/or the Migiri Software for any use not expressly authorized in these Terms of Service.
- You are prohibited from using the Services to (a) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Services or any part thereof or modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Services (b) violate cybersecurity measures implemented by us, (c) interfere with and/or damage our technologies or remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services, including any copy thereof;, (d) transmit viruses, (e) gain unauthorized access to any computer system, server or network of the Company (in particular, the "Digital Literacy API"), (f) gain unauthorized access to any Digital Literacy’s computer system, server or network, (g) access data from your account or other users on the Services, beyond what is permitted for registered users of the Service, or (h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason not expressly authorized herein by these Terms.
In any case, it will be your sole responsibility to ensure your legitimate use of the Services.
Registration. If You are an iOS user, you must create an account for the Services (an “Account”) through your AppleID. If you are not an iOS user, in order to use the Services, besides complying with the previous paragraph, You must create an Account with Migiri and complete the corresponding form with your complete and updated information, and agree to these Terms. Passwords are confidential and therefore you must ensure their correct use. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security of which you become aware. Upon receipt of confirmation of your Account, you will be granted a limited, revocable, non-exclusive and non-transferable license to use Services in accordance with these Terms.
Duration. The Account will be activated and will remain in effect unless cancelled by You or Us. The use of the Services will be subject to the payment of fees for the contracted term, according to the plan You have selected. Subscription renewal will be automatic and for the same term as previously selected by You, unless You notify otherwise in writing at least 30 days prior to the renewal date.
Cancellation. You may cancel your Account at any time. All cancellation requests should be sent to: help@migiri.app. We may cancel your subscription immediately in the event of a breach of these Terms of Service by sending you written notice to your email address. We reserve the right to terminate our relationship with you, in the event that your Account is inactive for more than 1 month, by sending you a 15-day written notice to your email address. We also reserve the right to terminate your Account for any other circumstances we deem appropriate.
End of Services. In the event of termination of the relationship with Us for any reason under these Terms, the access to your Account will be disabled and your content will be deleted, except for backup copies (for backup recovery purposes only or for any contingency that may arise in connection with your Account) that must be retained by us because of any legal liability arising from our relationship with you. We will keep such data properly blocked under the terms of our Privacy Policy.
Security. All data we collect and transmit, as set out in our privacy policy, will be transmitted in an encrypted manner over the Internet.
Migiri Software. Digital Literacy grants you a revocable, non-transferable license to install and use one copy of Migiri Software on the Monitored Devices for which a license has been purchased. The Migiri Software includes the QT programs dynamically linked to Digital Literacy, which are distributed under the LGPL v2.1 license, online at https://www.gnu.org/licenses/old-licenses/lgpl-2.1.html. A copy of this license is available at the web address (URL) indicated. You are prohibited from (a) reproducing (except for a backup copy), modifying, distributing and communicating to third parties Migiri Software outside your computer systems; (b) using Digital Literacy for the provision of remote services to third parties; (c) reverse engineering and decompiling any part of Migiri Software.
c. Fees and other charges
Fees. The fees ("Fees") are set in the Migiri App. For payment of Your Account, You agree to pay the Fees set forth in the Migiri App. Payment is through the online payment system provided by Us or as agreed upon by Us. On periodic renewal, You will be charged at the then-current price, unless otherwise agreed in writing with Us. Payments are non-cancellable and non-refundable.
Price updates. The prices for the Services may change at any time during the subscription period by giving you thirty (30) calendar days or more written notice. If You do not object to such a price change in writing by requesting termination of Services, You will be deemed to have accepted the new prices. New prices applicable to the next renewal or subscription period may be communicated to You prior to subscription renewal. Any continued use of Services after the renewal date will be deemed to have accepted the new prices.
Billing. Invoices will be issued after the online acceptance of Services and 15 days before the renewal of the subscription period. You will be billed for a full period, regardless of the start date. Renewals are invoiced as regularly as indicated on the order form. Unless otherwise stated in the order, invoices will be issued in euros or dollars (as indicated). You agree to provide us or our distributor with complete and accurate billing and contact information.
Delays in payments. Late payments will bear interest at the rate of 1.5% per month or the maximum rate permitted by law (whichever is less). Interest will be generated from the date of such late payment until the date of payment. In the event of late payment, We may condition future renewals of subscriptions and order forms on payment terms shorter than those generally specified, or we may suspend or terminate this agreement and access to Services.
Taxes. Unless otherwise stated, prices do not include applicable taxes, including, without limitation, VAT or equivalent sales tax applicable to you. The calculation and payment of such taxes is your responsibility. If we are legally obliged to pay or collect taxes for which you are responsible under this paragraph, the relevant amount will be invoiced and paid by you, unless you provide us with a valid tax exemption certificate authorised by the relevant tax authority.
d. Applicable provisions
Ownership. Digital Literacy is the owner or licensee of all intellectual and industrial property rights related to Services. The use of Services does not imply any assignment of all or part of such rights to you or your Users. You acknowledge and agree that the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Services under this Agreement, or any other rights thereto other than to use the Services in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement.
Registered trademarks. You will not use our trademarks, commercial names, logos, domain names, other distinctive features of the marks, or any material subject to copyright or associated with Services without our consent. You will not remove any information or notices of authorship, ownership of rights or trademarks of Digital Literacy.
User Contents. In order to provide the Services, the Service monitors and stores information transmitted from the Monitored Devices where the Migiri Software is installed, about local and online activities (domain names visited and time of such visit). This information is collected, stored and analysed on your behalf and under the system configuration you perform, and you are as the User the sole owner of the content and are solely responsible for all information transmitted to us. You grant us a worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license to store and process such content on our servers for the provision of Services.
Warranties. The Service will be provided in a professional and diligent manner, in accordance with applicable regulations. Any service errors should be notified to the support service help@migiri.app. Except for this express warranty, to the maximum extent permitted by applicable law, Digital Literacy makes no other warranty, express or implied, regarding Services, and disclaims any warranty, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, or satisfactory quality of the Services. If You downloaded the Digital Literacy Service from Apple’s “App Store”, in the event the Digital Literacy Service fails to conform to these warranties, you may notify Apple, and Apple will refund the Fees you paid. You are aware that Apple has no other warranty obligation with respect to the Digital Literacy Service and all other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform with any warranty herein is Digital Literacy's responsibility, in accordance with the provisions of these Terms of Service.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Claims. Digital Literacy is solely responsible for addressing any claims from You or any third party relating to the Migiri Software, including your possession and/or use of the Migiri Software. Furthermore, Digital Literacy is solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
Limitation of liability. Except to the extent permitted by applicable law: Digital Literacy will not be liable for (A) any indirect loss, including, but not limited to, lost profits, loss of business opportunities, goodwill or reputation, business interruption, computer failure or other damages; (B) losses arising out of or in connection with (i) unlawful and/or unauthorized use in violation of the Digital Literacy Terms of Service, and in particular, the restrictions on Use (ii) the use or inability to use Services; (ii) unlawful or unauthorized access to the Companion’s data under the provisions of the Privacy Policy; (iv) the deletion or loss of data or messages transmitted through the Services; (v) any changes to Services notified to You; or (vi) statements or conduct of any third party in providing Services. In any event, our liability will only be for direct damages and will in no event exceed the total amount paid by You under the Services in the twelve (12) months prior to the event causing the damage. This limitation will not apply in cases of willful misconduct or damage directly caused to individuals or death.
Indemnification. You agree to indemnify and hold us harmless in connection with any matter related to your misuse or improper use of the Services to the fullest extent permitted by law.
Modifications. Digital Literacy reserves the right to modify the design and/or configuration of the Services offered, without materially reducing them. In addition, we may modify or update these Terms of Service (including the Privacy Policy). Any substantial modifications will be notified to you, through your provided Account email, in a reasonable manner before the modification takes effect, and will be effective on the date of publication. Any further use of the Services will be subject to the new Terms, which you should read carefully.
Provision of service and support. We try to offer Services 24 hours a day, 7 days a week. However, due to maintenance, security or capacity issues, as well as some events beyond our control (force majeure), Services may be temporarily suspended or affected. Any service errors should be reported to the support service help@migiri.app. We undertake to respond to Your inquiries within 3 business days. You are aware that the entity providing the application store where you downloaded the Migiri Software has no obligation whatsoever to provide any maintenance nor support service with respect to the Migiri Software.
Non-application of the right of withdrawal. You are aware that in the event that the applicable consumer regulations recognize you a right of withdrawal, since this is a service provision that is fully performed when each new subscription period begins with the simple provision of your user account (i.e., you have been provided with the tools to use your Account or you already had them available from other subscription periods), in accordance with the applicable regulations you can no longer exercise your right of withdrawal for the purpose of waiving your subscription for that period and recovering payment for that subscription period.
iOS Users. Upon installation of Migiri Software for Monitored Devices with iOS operating system, due to the technical configuration of the system, all data transmitted to and from the Device is channeled through our servers, in such a way we are visible to a third party such as your Internet access provider and the owner of the IP address from which communications originate. Although we are NOT an Internet access provider, due to this configuration we may receive notifications ("Notification") from third parties regarding the User's online behaviour, including but not limited to downloading and/or viewing online content, posting online content, opening online accounts, and/or using third party applications and programs. If we receive such a Notice stating your User engages in any activity that is or may be illegal or violate the rights of third parties, or if we believe (in our reasonable judgment) any activity by your Users is or may be detrimental to the provision of the Services, we will notify you. We reserve the right to (and will, if we are obliged to by court or applicable law or to protect our interests and business, and in particular, but without limitation, if we receive a Notice from a third party or if user activity on a device is or may, in our opinion, be detrimental to the provision of the Services): (a) suspend or block access to your Device(s) to the Internet or to certain websites/internet services; and (b) provide any party providing the Notification to us or a Court or public authority with your name and contact details and/or (c) terminate your Account. YOU CONSENT TO THE DISCLOSURE OF YOUR CONTACT DATA FOR THIS PURPOSE AND SUSPECTED PURPOSE. We will not suspend your access or provide such data to any third party without first notifying you.
3. Miscellaneous
Confidentiality. You agree to maintain confidentiality and use your best efforts to prevent and protect Services and its technical documentation from unauthorized disclosure and/or use of the Services.
Integrity. These Terms of Service set forth the entire agreement between the parties with respect to the subject matter hereof. Any representations, promises or conditions not expressly set forth in the aforementioned texts are not binding on the parties. If any provision of this Agreement is held to be unenforceable, such provision shall be enforced in a modified form to the extent necessary to make it enforceable.
Notifications. You agree to receive our emails regarding the Terms of Service. We will not provide your email address to any third party. We may contact you to provide you with information and send you service notifications regarding your Account, or when required by law. You hereby recognize and consent that such notifications will be effective at the time we post them on our sites or send them to you by e-mail. If you do not provide us with accurate information, we cannot assume any liability in the event that we are unable to notify you.
Links. Our Service contains links to third-party websites. We do not make any representations of any kind, nor do we assume any responsibility for or have any control over such sites. Any third-party content or a link to a third-party website is for information purposes only and is not part of the Service.
Jurisdiction and applicable law. These Terms of Service shall be governed by Spanish law. All disputes, discrepancies, controversies, questions or claims resulting from the interpretation, execution, breach, resolution or invalidity of this contract or related to it, directly or indirectly, shall be submitted, with express waiver of the jurisdiction that may correspond, to the Court of the subscriber's (You) domicile. Notwithstanding the foregoing, both parties will make all reasonable efforts to try to resolve disputes amicably.
While the Services are not currently restricted by geographic location, we reserve the right to include such restrictions in the future if required by law or industry self-regulation. You acknowledge that access to the Services may not be legal by certain persons or in certain countries. You are responsible for compliance with laws applicable to your accessing the Services from your location.
Third Party Beneficiary. If you downloaded the Migiri Software from the “Apple Store”, you acknowledge that Apple and Apple’s subsidiaries are third party beneficiaries of these Terms of Service. Upon Your acceptance of these Terms of Service, Apple will have the right to enforce these Terms of Service against You, as a third party beneficiary.
Online Dispute Resolution (ODR) The European Commission provides an online dispute resolution Service which is available at the following link: http://ec.europa.eu/consumers/odr/
Annex 1- One to One Counseling
Through the Migiri Software, you can connect with professionals specialized in helping people with problematic behaviours on the Internet (“Counselors”). Digital Literacy’s role through Migiri Software is limited to enabling you to connect with a Counselor and facilitating payment.
The Counselors are independent providers and are not Digital Literacy’s employees, representatives, or contractors. They will provide you with the one-to-one counselling sessions (“Sessions”) under their own terms of service that you are required to accept before scheduling the Session. We recommend you carefully read the Counsellors’ terms before accepting them.
After you select the Counselor, accept his/her terms of service and pay the counselling fees, the Counselor will get in touch with you. Be aware that these fees are charged periodically until you unsubscribe from the counselling service. If you are not satisfied with the Counselor services, you can unsubscribe at any time, but Digital Literacy will not intervene or otherwise be involved in any dispute or claim relating to the Counselor’s independent services.
During the subscription period, you can change to a different Counselor you can find on the Migiri Software. If a Counselor you connected with stops using the Migiri Software, we will notify you and you will have the opportunity to schedule Sessions with other Counselors if you wish.
You recognise that Digital Literacy is not the provider of the Sessions, has no control over the services provided to You by the Counselors, and neither Digital Literacy nor its directors, officers or personnel are involved in the provision of the Sessions.
Digital Literacy is not affiliate with any Counselor. The way Counselors are shown in the Migiri Software is not intended to endorse any of them. The Migiri Software will show you available Counselors in random order or based on the criteria specifically chosen by You.
Digital Literacy has no access to any data or information of the Sessions and does not endorse any specific test, medication, recommendations, products, or procedures that Counselors may recommend to you.
You choose a Counselor and attend the Sessions at your own risk and agree to indemnify and hold us harmless in connection with any matter related to the services provided to you by the Counselors.
