Mirro App. Terms & Conditions

Date of last update: August 31^st, 2026

Thank you for using our products and services („Services”).

Please read these Terms and Conditions carefully!

By checking a checkbox or clicking a button indicating your acceptance of the terms or by creating or using a Mirro account, or by otherwise accessing or using our Services including the Mirro web platform, mobile application, and any related services or functionality made available by Zitec you agree to be bound by these Terms and Conditions (“Terms”). Please read them carefully. These Terms govern your access to and use of the Services and any related Services made available by Zitec. If Zitec and you have entered into a separate signed license agreement, order form, standalone offer, proposal or other signed commercial agreement regarding the Services, that signed agreement shall prevail over these Terms solely to the extent of any conflict. If more than one such document exists, the order of precedence shall be as follows: (i) the signed agreement; (ii) these Terms (iii) all other accepted order form, offer or proposal. In all other respects, these Terms shall continue to apply.

For the avoidance of any doubt, “Company”/ “you” or “user” shall mean any individual or entity that accesses and/or benefits from Mirro app/website, creates or uses a Mirro account, purchases, subscribes to, accesses, or uses the Services, whether directly from Zitec or through an authorized distributor, reseller, or partner. You and Zitec may each be referred to as a “party” and together as the “parties”.

You must comply with all the policies made available under the Services. Do not use our Services in an inadequate manner. For instance, do not try to influence the Services or access them in a different manner than the interface and instructions offered by ZITEC or through its approved distributors.

1. In a nutshell, about us and Mirro app

www.mirro.io (the “Website”) is owned and operated by ZITEC COM S.R.L., registered under no. J2003007701408, sole identification number 15496736, with its head office in 165 Splaiul Unirii, TN02 Building, 6th floor, 3rd District, Bucharest, www.zitec.com, hereby “Zitec” or “us”

Zitec is the software developer of Mirro app. Mirro app is a SaaS solution which focuses on individual and collective performance based on continuous feedback and collaborative patterns, including team management, employee experiences and employee engagement.

The Services may include certain communications from Zitec, such as service announcements, administrative messages and other information, collectively called transactional emails. You understand that these communications shall be considered part of using the Services. Although you may opt out of certain non essential communications (i.e. marketing communications) you will not be able to opt out of receiving service announcements and administrative messages for so long as you use the Services.

You are responsible for obtaining access to the Internet and the equipment necessary to use the Services.. The Services may be accessed through a web browser and, where made available by Zitec, through a mobile application on compatible devices. You are solely responsible for ensuring that your devices, operating systems, internet connectivity, and technical environment meet the minimum requirements for accessing and using the Services.

If you have any notices, requests, questions or suggestions, you can write to us at sayhello@mirro.io. Technical support requests may be sent to support@mirro.io.

Important! If you acquire a license from Zitec, from an authorized distributor or from a sub-distributor within such network, the applicable agreement shall be supplemented by these Terms. In the latter cases, Zitec is not responsible for the separate commercial relationship between you and such distributor or sub distributor, except to the extent expressly agreed by Zitec in writing.

We reserve the right to amend these Terms in order to reflect any regulatory updates, product developments, operational changes, commercial & marketing policies, security, legal requirements, or changes in the manner in which the Services are offered, accessed or used. Upon return to our website, please check the date of the last update and any amendments. Your continued use of the Services after any change to these Terms and Conditions will be deemed to constitute your acceptance of the updated Terms.

2. Access to Services and account administration

In order to use the Services, it is necessary to create a Mirro Account. The Mirro Account can be created or provisioned by an administrator designated by the Company or by an administrator designated by an authorized distributor.

If you use a Mirro Account created or administered through an administrator designated by an authorized distributor, different or additional Terms and Conditions may be applied and the respective administrator may be entitled to access and disable your account. The Company has the right to add in the Mirro app several users with various access rights – fully or partially – in the account and, moreover, it can delegate its attributions to one or several users.

Mirro app may be accessed and used via the online platform https://app.mirro.io/ and, where made available by ZItec, via a mobile application, subject to the applicable subscription, offer, or other access arrangement, and based on a user account that can be accessed by a username and password.

To protect your Mirro Account, you need to keep your password confidential. You bear the overall responsibility for the activity conducted within or through the Mirro Account. Do not try to reuse the Mirro Account password for other third-party applications. If you find out about any unauthorized use of your Mirro password or Account/App, we kindly ask you to change your access data and notify this issue by email at support@mirro.io as soon as possible.

For purposes of these Terms “Authorized User” means any employee, contractor, representative, affiliate user, administrator, or other person whom the Company permits or enables to access or use the Services.

The Company is solely responsible for all Authorized Users, including their access rights, use of the Services, acts, omissions, configurations, instructions, decisions, uploads, communications, and compliance with these Terms and Conditions. The Company shall ensure that all Authorized Users use the Services only in accordance with these Terms and Conditions and any applicable documentation or instructions provided by Zitec.

The Company is responsible for maintaining the confidentiality and security of all credentials, passwords, tokens, authentication methods, and access rights used by its Authorized Users. Any act or omission by an Authorized User shall be deemed an act or omission of the Company for purposes of these Terms and Conditions.

Zitec shall not be liable for any access, use, misuse, deletion, modification, disclosure, transfer, instruction, configuration, output, or decision made by or through any Authorized User, including any person who accesses the Services using valid credentials assigned to, controlled by, or associated with the Company or its Authorized Users, except to the extent caused by Zitec’s own breach, negligence, or wilful misconduct.

3. Commercial Terms & how to

Mirro app has been designed as a Software as a Service (SaaS) and is hosted by the Google Cloud computing platform. Mirro app may be accessed through a web browser or a mobile application. Other than installing the mobile application on your device, where applicable no installation, storage or hosting on the user’s server or computer.

Each Company shall establish internally which employees shall be permitted to use the app as users.

In order to grant them access to the app, Zitec shall create one or more admin accounts for each company, to allow them to authenticate using the app.mirro.io platform login. For that purpose, your organization shall submit a list of names and email addresses of those users. The use is nominal and cannot be transferred to unauthorized persons. A single user per Company will be set as company admin by Zitec. Only where applicable, modifying that user will be operated by the Mirro administrators no later than 3 (three) working days after receiving an email to that purpose.

Anytime during the cooperation between Zitec and the Company, the latter will be able to add more users associated to their organization and identified by company email address. Active users in Mirro refer to all users having the status “awaiting invitation”, “invited” or “claimed”.

4. Fees and Payments

Unless otherwise agreed in writing, the Services are available under subscription plans for an initial mandatory subscription period of 36 months (Initial License Term). Mirro app pricing may be made available here: https://mirro.io/pricing, or otherwise as communicated by Zitec in writing or as agreed between Parties. Website pricing is indicative only and may not reflect negotiated pricing, promotional pricing or custom commercial agreements.

All payment and invoices will be made/issued in the chosen reference currency, with the exception that for Romanian companies, the invoices will be issued in RON, at the Romanian National Bank’s exchange rate on the day of the invoicing. You expressly agree that your subscription will be automatically renewed at the end of each subscription period for an additional period of 12 months (¨Extended Term”) unless you inform us that you do not wish to renew the subscription . All fees and amounts payable under these Terms are non refundable, except where expressly stated otherwise in writing or required by applicable law.

If you do not wish to renew the subscription, you must inform us at least 180 days prior to the renewal date.

In the event that the services are terminated prior to the periods mentioned above any due amount shall be invoiced by Zitec and paid by the Company within 5 (five) days from invoice date..

If required and applicable, Zitec will issue settlement invoices in order to mitigate differences in the number of accounts estimated upon accepting these Terms and Conditions versus the actual number of active users at different points in time. If required and applicable, Zitec will issue settlement invoices in order to mitigate differences between the Initial number of users versus the actual number of active users at different points in time.

Zitec shall issue the settlement invoice at the end of every relevant month and every such invoice shall be paid with the 7 (seven) calendar days term calculated from invoice issuance. The payments due will be transferred (free of any banking taxes or commissions applicable) in the bank account of the Supplier mentioned on the invoice. The Beneficiary will pay any invoices issued by Zitec within 7 (seven) calendar days from the invoicing date. Failure to pay the invoice on the due date will bring forth the obligation of the Beneficiary to pay a penalty in the amount of 0.2% of the amount due for each calendar day delayed, and will cancel any discounts included in the calculation of these amounts.

From time to time, we may change the price of the Services or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using the Service unless you have opted for a paid subscription plan.

If the mobile application is made available through a third party app marketplace or app store, including Apple App Store or Google Play, the download, installation, access, and use of the mobile application may also be subject to the terms, conditions, and policies of that third party provider. Such third party providers are not parties to these Terms and are not responsible for the Services, their content, maintenance, support, availability, or warranty, except to the extent required by applicable law.

5. License and Data ownership

The Company shall gain the right to access and use the application, according to the functionalities available under the applicable subscription plan, offer or signed agreement.

The application may be accessed through a web-browser and, where made available by Zitec, through a mobile application and requires internet access on all the devices used by the Company. These devices, the functionality and their maintenance as well as the existence or quality of the internet connection are the exclusive responsibility of the Company.

Where expressly made available by Zitec under the applicable plan, offer, or signed agreement, the Company may access and use the Open Application Programming Interface of the application (“Open API Mirro”) in order to integrate its own software applications with Mirro, subject to the technical documentation, authentication requirements, usage limits, and security requirements communicated by Zitec from time to time.

The Company shall be responsible for any third party to whom it grants access to the Application or Open API as Company representatives. In this regard, the Company will ensure that any such Company representative complies with all these Terms and Conditions. The Company shall be liable towards Zitec for any breach of these Terms and Conditions produced by the Company itself, by any Company representative, any affiliates, contractors, partners, etc.

The license is non-exclusive, limited, non-transferable and valid in all the geographic territories. The license granted by Zitec shall be withdrawn if the Company does not comply with these Terms and Conditions. Also, Zitec at its sole discretion, may suspend, restrict, or terminate the license if the Company does not comply with these Terms and Conditions, the applicable commercial arrangement, or applicable law.

Except for the usage license, all intellectual property rights or any other rights relating to the Mirro app are and remain with Zitec, including but not limited to Mirro trademark, logos, source-code and object, future or custom developments, Website design and interface of the app, the content of the Website etc. – including their updates, text, graphics, button icons, images, audio clips, software. These Terms and conditions shall not grant you any right of use over the trademark or logo concerning the Services. Do not delete, hide or modify any legal information indicated in relation or together with the Services.

Zitec respects your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Zitec the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Zitec’s commercial, marketing or any similar purpose. However, you grant Zitec a limited, non-exclusive right to access, copy, distribute, store, transmit, host, back-up, reformat, solely as required for the purpose of providing the Services to you, including but not limited to the extent necessary to provide, secure, maintain, support, improve and make available the Services, to comply with applicable law, and to enforce these Terms or any other applicable ones.

You are responsible for ensuring that you do not accidentally make any private content publicly available.

6. Acceptable Use Policy

The Company shall not, and shall ensure that its Authorized Users do not:

• access or use the Services in violation of applicable law, third party rights, or these Terms and Conditions;
• use the Services for any unlawful, fraudulent, harmful, abusive, defamatory, discriminatory, harassing, or misleading purpose;
• upload, transmit, process, or store any content or data that the Company does not have the right to use or disclose;
• upload, transmit, or introduce into the Services any malicious code, malware, ransomware, spyware, viruses, harmful scripts, or other harmful materials;
• attempt to gain unauthorized access to the Services, any account, any other customer environment, or any related systems or networks;
• interfere with, disrupt, degrade, or impair the integrity, availability, performance, or security of the Services or any third party systems connected to the Services;
• access the source code of the Mirro app, or reverse engineer, decompile, disassemble, copy, modify, adapt, or create derivative works from the Services, except to the extent expressly permitted by mandatory law;
• carry out penetration testing, vulnerability testing, or other security testing, or access internal components of the Services, without Zitec’s prior written consent;
• use scraping, bots, automated extraction tools, or similar means to access or use the Services except as expressly authorized by Zitec in writing;
• use the Services to develop, train, improve, benchmark, or validate any competing product or service, or any AI tool, except as expressly permitted by Zitec in writing;
• share credentials, bypass access restrictions, or allow unauthorized persons to access the Services;
• access any module, feature, integration, or environment for which no right of use has been granted;
• use screenshots, interface elements, messages, or communications from the Mirro app in external communications without Zitec’s prior written consent, except where required by law;
• use any item from the Website, including Mirro brand elements, content, design, text, or graphic interface, without Zitec’s prior written consent, except as expressly permitted;
• use the Services in a manner that could create liability for Zitec, harm Zitec’s reputation, or compromise the security, confidentiality, or performance of the Services;
• use any outputs, reports, recommendations, automations, or scores generated by the Services as the sole basis for decisions affecting individuals without appropriate human review and validation; or
• upload, store, manage, process, or transmit through the Services any information that is classified by law, subject to official secrecy, export restricted, or otherwise prohibited from disclosure to third parties or from being processed through the Services, unless expressly agreed by Zitec in writing and permitted by applicable law. The Company shall be solely responsible for obtaining any authorizations, approvals, consents, or legal basis required for any content or data uploaded to or processed through the Services.

Zitec may monitor compliance with the above Acceptable Use Policy to the extent reasonably necessary to protect the Services, enforce these Terms and Conditions, comply with applicable law, or investigate suspected misuse or security incidents.

The personal, global, royalty-free, non-transferable and non-exclusive license to use the software program is solely intended to allow the Company to use and enjoy the benefits of Mirro app, as indicated under these Terms and Conditions. We are constantly amending and improving Mirro app, therefore, we may add or delete functionalities or functions. Zitec reserves the right to take any necessary measure to prevent or stop infringement of these Terms and Conditions and the misuse of Mirro app, including to maintain all the information deemed reasonably necessary on how the Mirro app is being accessed or used, such as, but not limited to, the internet address from where the Mirro app is accessed, the users performing a certain operation, date and time of that operation.

You are responsible for ensuring that you do not accidentally make any private content publicly available.

7. Confidentiality

"Confidential Information" means any information, data, and documents disclosed by one Party to the other, in any form (tangible or intangible, written, visual, digital, electronic, or oral). This includes, but is not limited to:

• Zitec Data: Designs, ideas, inventions, methodologies, technical processes, products, and software in any stage of development, including source codes and object code.
• Business Data: Know-how, trade secrets, databases, graphical interfaces, business policies, and strategic, operational, financial, or marketing information.
• Company Data & Mirro Specific Content: All data uploaded, technical or otherwise, by the Company or its Users into the Mirro platform, including but not limited to: employee records, personal identification data, performance reviews, OKRs, feedback, salary information, organizational charts, and any other HR-related documentation.
• Negotiation Data: The content of any discussions, negotiations, and the existence and nature of the Terms between the parties.
• Financial Data: Any information covered by bank secrecy.

The Party receiving Confidential Information (the "Recipient") undertakes to:

• Use the Confidential Information exclusively for the purpose of accessing, providing, receiving, evaluating, or using the Mirro Services and any related commercial arrangement; s.
• Not disclose the information to any third party without the disclosing party’s prior written consent.
• Limit disclosure only to Authorized Persons (employees, managers, directors, professional consultants, or subcontractors) who need access for the execution of the Services and are bound by similar confidentiality obligations.
• Exercise due diligence and take reasonable steps to prevent unauthorized access, theft, distribution, or publication.
• Notify the Disclosing Party immediately upon becoming aware of any unauthorized disclosure to a third party.

Confidentiality obligations shall not apply to information that:

• Is or becomes available to the general public other than through a breach of these Terms by the Recipient.
• Was already lawfully owned by the Recipient prior to disclosure.
• Is independently created by the Recipient without access to the Confidential Information.
• Is required to be disclosed by a legal order, court, or competent authority. In such cases, the Recipient shall provide prior written notice to the Disclosing Party to allow for a protective order.

• All Confidential Information remains the sole and exclusive property of the Disclosing Party.
• These Terms do not grant the Recipient any right or license to any patent, software, source code, trademark, or copyright owned by the Disclosing Party. Any inventions or improvements arising out of or relating to the Confidential Information belong exclusively to the Disclosing Party.

• These obligations shall remain valid for a period of 5 (five) years from the end of collaboration between Parties .
• Return of Data: Within 30 days of a written request or after the end of collaboration between Parties, the Recipient shall return or destroy all Confidential Information and all copies thereof, unless retention is required by applicable law.

8. Data Protection

As the Parties process personal data in connection with the provision of Mirro services, Zitec acts as a Data Processor. Consequently, the Parties are bound by the terms and conditions of the PERSONAL DATA PROCESSING AGREEMENT (DPA attached here: Data Processing Agreement - integral part of these Terms. All processing activities shall be carried out in strict accordance with the provisions of Regulation (EU) 2016/679 (GDPR) and the documented instructions of the Company. Where Zitec processes personal data as an independent controller for its own legitimate business purposes, including billing, contract administration, account management, support, fraud prevention, service security, and legal compliance, Zitec shall process such personal data in accordance with applicable law.

Personal data processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

9. Policies for carrying out safety copies and data recovery

Policy regarding the back-up copies for Mirro app data:

The infrastructure services of Mirro app is covered by the Google Cloud Platform, or, in the future, one similar in terms of functionalities (Zitec reserves the right to migrate at any moment to other services or platform existing on the market), offer full backup mechanisms, differential and for the call logs. All these backups are encrypted AES 256-bit and are carried out with a weekly frequency for those complete, twice daily for the differential ones and every 5 minutes for the call logs. The backup storing period is 7 calendar days. In addition to this back-up platform policy, the Company is responsible for any other data safety copies, according to its own back-up and safety policy. For clarity clearance, the Company is advised to make a safety external copy for all data, information, database transmitted, hosted, created, developed within the Mirro app or which is transmitted in any way to Zitec. Zitec will not be held liable for the unauthorised access, loss, deletion and/or alteration of this data, information, database of the Company due to the fault of the Company or of some third parties, no matter the factors and the reason why this takes place. The Company, not Zitec, has the obligation to verify the integrity of this data, etc. and of the external safety copies.

Data recovery policy using safety copies:

The data recovery policy using safety copies used by Mirro app presupposes the configuration of a new server in the same region of the backup servers, in this case, on the European territory. The data recovery type used is the “Point-in-Time” type, allowing the data recovery for any of the backup points within a storing period. The data recovery services will be provided by Zitec and invoiced separately for each intervention (for each Point in Time requested by the Company), and the data thus recovered will be available for a maximum of 7 calendar days from the time the Company communicates its credentials of access to such.

In case the Company complaints in writing, to Zitec, about the malfunctioning or a technical issue regarding any element of the Mirro app (offering an adequate description of the defects and notifying the defect via email at support@mirro.ro), Zitec will remedy in the shortest time possible any defect or malfunction which appeared exclusively due to the direct fault of Zitec.

Zitec is not responsible for the defects which appeared outside the normal use of the Mirro app or imputable to the Company. For the purposes of a better understanding, the normal usage of the Mirro app will represent the normal usage of the application according to the usage instructions offered by Zitec at any time, complying with these Terms and Conditions.

Zitec reserves the right to stop the normal functioning of Mirro app, preferably outside the regular program hours of the Company, in order to carry out the maintenance operations which Zitec considers necessary. The maintenance planned operations will be announced at least 48 hours before being carried out, where reasonably practicable .

10. Product Changes, Unbundling, Bundling, Upgrades, and Discontinuation

Zitec may, from time to time and in its discretion, modify, update, enhance, replace, suspend, discontinue, repackage, unbundle, bundle, combine, separate, rename, rebrand, migrate, or otherwise change the Services, any feature or functionality of the Services, any service tier, any support offering, any integration, or any related product or service, for operational, technical, legal, regulatory, security, commercial, or strategic reasons.

Without limiting the foregoing, Zitec may:

1. remove, withdraw, suspend, or discontinue any feature, functionality, module, integration, or component of the Services;
2. make the Services available only as part of a bundle, suite, package, or combined offering with other products or services;
3. unbundle, separate, or independently offer any feature, functionality, module, or component previously offered as part of the Services;
4. replace the Services, or any part thereof, with a new, updated, successor, or alternative product or service, whether offered directly by Zitec or through a third party; and
5. discontinue the general availability of any maintenance, support, service level, or related service offering and replace it with a new or different offering.

Unless otherwise expressly agreed by Zitec in writing, the Company acknowledges and agrees that:

1. no removed, replaced, bundled, unbundled, upgraded, successor, alternative, or newly introduced product, service, feature, or functionality shall be included in the Services or made available to the Company without additional fees solely because it is similar to, replaces, or succeeds any existing feature or functionality;
2. the Company shall have no right to continued access to any specific feature, functionality, integration, packaging model, support model, or product structure, except to the extent expressly set out in an applicable signed agreement; and
3. Zitec shall have no obligation to preserve any particular commercial, technical, packaging, bundling, unbundling, or support model for any period of time.

The Company acknowledges that continued use of the Services does not create any vested right in any existing feature, functionality, integration, support level, pricing model, product configuration, or service structure. Where reasonably practicable, Zitec will provide prior notice of any material discontinuation of the Services or any material feature. Zitec shall not be liable for any modification, suspension, discontinuation, bundling, unbundling, separation, replacement, or repackaging of the Services, except to the extent otherwise expressly agreed in writing or required by applicable law.

Zitec may from time to time develop and provide updates, upgrades, patches, bug fixes, releases, or new versions of the mobile application. Continued use of the Services may require installation of such updates. If the Company or its Authorized Users do not install the relevant updates, certain functionalities may not operate properly or the Services may become unavailable or unsupported, without liability for Zitec to the extent resulting from the failure to install such updates.

Company Caused Delays

If Zitec’s performance is delayed, prevented, or adversely affected by any act, omission, dependency, instruction, delay, non cooperation, or failure of the Company, any Authorized User, any affiliate, any contractor, any third party engaged by or on behalf of the Company, or any third party system or service used by the Company, then any applicable timelines, delivery dates, implementation dates, support times, milestones, or other performance periods of Zitec shall be automatically extended for the duration of the relevant impact and any reasonable recovery period thereafter.

Subcontractors and Infrastructure Providers

Zitec uses third-party infrastructure and service providers to deliver the Services, including but not limited to cloud hosting (e.g., Google Cloud Platform, Amazon Web Services), content delivery networks, email and communication services, and technical monitoring tools. This does not include software or services used solely for Zitec's internal business operations (such as office productivity software, internal communication tools, or financial systems) which do not process or access your data in connection with the Services.

By using the Services, you acknowledge and agree that Zitec may engage such subcontractors to perform functions necessary for the Services, and that Zitec's liability for their acts or omissions is limited as set forth in the Liability section of these Terms. Zitec remains responsible to you for the performance of its subcontractors as if Zitec performed the services directly.

Zitec may change or add subcontractors as necessary to maintain, improve, or scale the Services. Material changes to critical infrastructure providers (e.g., primary cloud hosting) will be communicated via email or service notifications where reasonably practicable.

Service Limitations and Dependencies

Zitec shall not be responsible for any delays, unavailability, failures, non conformities, data loss, or security incidents to the extent caused by:

1. the Company, its affiliates, personnel, contractors, representatives, or other third parties acting on its behalf;
2. third party systems, third party integrations, third party APIs, external identity providers, email providers, telecom providers, hosting disruptions, internet outages, cloud outages, or other third party infrastructure or services not under Zitec’s direct control;
3. any materials, data, content, instructions, configurations, credentials, or other inputs provided by or on behalf of the Company; or
4. the Company’s delay in providing information, decisions, approvals, access, resources, or cooperation reasonably required by Zitec.
5. any incompatibility, suspension, interruption, modification, deprecation, or change in any third party product, service, API, authentication method, or technical environment not controlled by Zitec; or
6. any malicious act of a third party, including cyberattacks, denial of service activity, unauthorized access attempts, or other security incidents not resulting from Zitec’s breach of its own security obligations.
7. any act or omission of the Beneficiary or a third party to whom the Beneficiary has granted access to the data center and its equipment, or due to any breach of contractual obligations by the same; or by the Beneficiary's equipment.
8. any unavailability, malfunction, delay, interruption, incompatibility, or degradation caused by the mobile device, operating system, app store provider, carrier, push notification provider, or any third party mobile environment not controlled by Zitec.

To the extent any delay, failure, or dependency described above affects Zitec’s performance, any applicable timelines for Zitec shall be automatically extended for a period equal to the duration of the relevant delay and any reasonable recovery period required thereafter.

Certain functionalities of the mobile application may require access to device features or permissions, including notifications, camera, microphone, local storage, or biometric authentication, depending on the device, operating system, and functionality used. The Company and its Authorized Users remain solely responsible for enabling, managing, or disabling such permissions on their devices.

Company’s Responsibility for Decisions

The Company is solely responsible for all human resources, employment, compensation, evaluation, promotion, disciplinary, retention, and termination decisions, including any such decisions based on reports, scores, analytics, automations, outputs, or recommendations generated by or through the Services.

The Services and the Mirro app are intended solely as a support tool and do not constitute legal, employment, compensation, compliance, or managerial advice. The Company is solely responsible for reviewing and validating any outputs generated by the Services before relying on them for any decision affecting individuals.

11. Termination & Suspension

These Terms apply for so long as you access or use the Website or the Services. Unless otherwise expressly agreed in a separate signed agreement, either Party may terminate these Terms and the Services and Zitec may suspend or terminate your access to the Website or the Services, in whole or in part, in the following situations:

1. Termination. Either Party may terminate the Services and these Terms, in whole or in part as follows:

• Termination for Cause: if the other Party materially breaches these Terms or any applicable commercial arrangement and fails to remedy such breach within 120 (one hundred and twenty) calendar days after receiving written notice from the non breaching Party, where such cure period is applicable; or
• Termination for convenience: At any time, by giving the other Party no less than 12 (twelve) months’ prior written notice, unless a different notice period is expressly agreed in writing.

1. Effects of Termination. If the Contract is terminated before the expiry of the Initial License Term or any Extended Term, either at the Company’s initiative other than due to Zitec’s material unremedied breach, the Company shall remain liable to pay Zitec the amounts corresponding to the remaining value of the then current committed contractual period, meaning the value of the Services covering the period from the effective termination date until the expiry of the Initial License Term or the applicable Extended Term, as the case may be. Upon termination, all amounts due and payable become immediately due and payable.

1. Suspension. Zitec may suspend your access to the Website or the Services, in whole or in part:

• if reasonably necessary to prevent fraud, abuse, security issues, unauthorized access, or harm to the Website, the Mirro app, the Services, Zitec, other users, or third parties;
• in the event of non payment of applicable fees;
• if required by applicable law, a competent authority, or a court order; or
• if reasonably necessary to investigate suspected misuse, a security incident, or a breach of these Terms.

To the extent reasonably practicable, Zitec shall provide prior notice of any suspension and shall reinstate access promptly after the relevant ground for suspension has been resolved, unless prohibited by law or technically impracticable.

12. User account

Disable the user account

Upon termination of the license, Zitec shall disable the user accounts and you may no longer use the Mirro app (unless the license was renewed under the conditions applicable at the time of the renewal).

Zitec reserves the right to suspend or disable the user accounts:

• if these Terms and Conditions are infringed,
• if the applicable law or the competent authorities or courts require/impose it
• if Zitec discontinues the relevant Service or offering; or
• due to payment failure. If the Company does not pay any of the amounts on the due date, Zitec can suspend the services, without affecting any reparation manner according to law, after a prior notification to the Company with at least 5 working days before such a suspension.

ZITEC may not be held liable towards the Company for the above decisions. The services of Mirro app will not be available during the suspension period.

13. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MIRRO APP, WEBSITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ZITEC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF MIRRO APP.

ZITEC DOES NOT GUARANTEE THAT THE WEBSITE, SERVICES AND/OR MIRRO APP WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE AND/OR MIRRO APP MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT ZITEC WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE WEBSITE BY A THIRD PARTY.

ZITEC DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE WEBSITE, MIRRO APP AND/OR THE SERVICES.

14. Liability. Warranty. Indemnity

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ZITEC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, MIRRO APP, SERVICES, EVEN IF ZITEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZITEC (INCLUDING ANY DIRECTOR, ADMINISTRATOR, SHAREHOLDER, EMPLOYEE OR COLLABORATORS) FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE THE WEBSITE, MIRRO APP AND/OR SERVICES EXCEED THE SMALLEST VALUE BETWEEN: THE LICENSE FEE RELATING TO THE LAST 2 (TWO) CONTRACTUAL MONTHS BEFORE THE CLAIM OR THE VALUE ESTABLISHED BY A FINAL COURT ROULLING. ZITEC AND ITS DISTRIBUTORS SHALL IN NO CASE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE WHICH CANNOT REASONABLY BE PREDICTED. FOR THE AVOIDANCE OF DOUBT, ALL CLAIMS ARISING OUT OF THE SAME EVENT OR SERIES OF CONNECTED EVENTS SHALL BE AGGREGATED FOR THE PURPOSE OF APPLYING THIS CAP.

Zitec warrants only that it will provide the Services in a professional manner and will use commercially reasonable efforts to maintain the availability and functionality of the Services, taking into account the nature of cloud based software services. As any other type of SaaS application hosted in the cloud, the Mirro app may not be fully operational all the time. Zitec shall use commercially reasonable efforts to improve and remedy any technical deficiencies within a reasonable period. Company agrees that Zitec will not be liable for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Services for any reason. Zitec does not take responsibility for any technical deficiencies or other unforeseeable events beyond our control or for situations not caused by our fault and which may prevent access to the Mirro app (for instance, for force majeure and/or unforeseeable circumstances).

The Company will manage and use on its own responsibility the Mirro app, being responsible for the type, legality and content of any data, information, database, etc. transmitted, hosted, created and developed within Mirro app or communicated in any manner to Zitec – including, but without limiting to the breach of some third party intellectual property rights, illegal use and use without consent of the personal data of other individuals, illegal content etc. The Company remains at any time the proprietor of any data, information, database exclusively transmitted, hosted, created and developed by you within the Mirro app.

By accepting these Terms and Conditions, you are also expressly accepting that for any other damages you shall address strictly and directly the distributor with whom you have concluded the Mirro app licensing agreement or other commercial agreement - if any. These Terms and Conditions shall govern the relationship between Zitec and the Company. These Terms and Conditions shall not create any rights for the third-party beneficiaries. The Company is responsible for the way in which its authorized employees are using the annual license and the Mirro app (and implicitly for any violation of the Terms and Conditions).

Indemnity

Company agrees to indemnify and hold harmless Zitec, its affiliates, and their respective officers, directors, employees, suppliers, contractors, and representatives , from and against any third party claims, losses, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees and costs) arising out of or relating to:

1. the Company’s or its users’s use of the Services (including any act or omission by any such user’s) in breach of these Terms, applicable law, or third party rights; .
2. the Company Data, including its content, legality, accuracy, or use;
3. any employment, labor, compensation, discrimination, privacy, or HR related claim arising from decisions made by the Company, including decisions based on outputs, reports, scores, or recommendations generated by the Services;
4. any materials, instructions, content, configurations, or integrations provided by or on behalf of the Company;
5. any breach of the compliance requirements below by the Company or persons acting on its behalf.

except, in each case, to the extent caused by Zitec’s own breach, gross negligence, or wilful misconduct.

Responsibility for Data, Instructions, and Use

The Company is solely responsible for the legality, accuracy, quality, integrity, reliability, and appropriateness of all data, content, materials, configurations, instructions, and decisions submitted to or made through the Services. The Company is also solely responsible for obtaining all rights, consents, permissions, and legal bases required for its use of the Services and for the processing of any personal data or other content uploaded to, generated through, or otherwise used in connection with the Services.

15. Other useful information

We reserve the right to make amendments, to add new technical functionalities and new modules to the Mirro App – at any time. Moreover, we can suspend the https://app.mirro.io Website ,platform and mobile application for maintenance or for any other technical reasons, without being held liable towards you for any damages caused by such measures. Such operations are to be scheduled – as far as possible – outside normal working hours to ensure your activity is not harmed and shall be announced in advance.

Zitec may, at its choice, assign, transfer, subcontract, delegate, or otherwise dispose of any of its rights or obligations on the Mirro app – whether in the context of a purchase, business transfer, assets sale, internal restructuring, outsourcing, or any other type of transaction regarding the Mirro app. These Terms and Conditions shall be governed by and construed in accordance with Romanian law. You agree to submit to the personal and exclusive jurisdiction of the courts located in Bucharest, Romania and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Zitec may seek injunctive relief in any court of competent jurisdiction. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE, SERVICES AND/OR MIRRO APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Appendix 1 - Compliance Requirements

1. General Compliance

1.1 The Company shall comply with:

• all applicable laws and regulations relevant to the Services and these Terms and Conditions; and
• Zitec Code of Conduct available at [Cod de conduita Zitec - v2] as updated from time to time.

1.2 At Zitec’s reasonable request, the Company shall reasonably cooperate with compliance due diligence activities, including completing questionnaires, providing relevant information, confirming adherence to the Zitec Code of Conduct, and participating in reasonable compliance reviews or audits.

1.3 The Company shall ensure that its Personnel (including, but not limited to employees, directors, officers, agents, contractors, and other representatives), agents, affiliates, subcontractors, and sub suppliers involved in the Services comply with these compliance requirements.

2. Breach Notification, Investigation, and Remediation

2.1 Unless prohibited by applicable law, the Company shall promptly notify Zitec of any actual or suspected breach of these Compliance Requirements by the Company or any of its Personnel, agents, affiliates, subcontractors, or sub suppliers.

2.2 In connection with any such actual or suspected breach, the Company shall:

1. preserve relevant evidence and not destroy, delete, wipe, reformat, or alter relevant records, data, or devices;
2. provide Zitec with relevant information reasonably requested by Zitec;
3. promptly investigate the matter;
4. inform Zitec of the outcome of such investigation; and
5. take appropriate remedial action without undue delay.

2.3 Zitec may, to the extent reasonably necessary, withhold payments due under these Terms and Conditions pending completion of the relevant investigations where the suspected or actual breach is capable of remedy.

3. Anti Bribery, Anti Corruption, and Financial Crime

3.1 The Company shall comply with all applicable anti bribery, anti corruption, anti money laundering, counter terrorist financing, and other financial crime laws and regulations.

3.2 The Company shall not, and shall ensure that its Personnel, agents, affiliates, subcontractors, and sub suppliers do not, directly or indirectly:

1. offer, promise, give, request, receive, or authorize any bribe, kickback, facilitation payment, or other unlawful or improper payment or benefit;
2. engage in money laundering, terrorist financing, or dealings involving proceeds of crime; or
3. take any action that would cause Zitec to breach applicable anti bribery, anti corruption, anti money laundering, or counter terrorist financing laws.

3.3 The Company represents and warrants that any bank account used in connection with the Services is lawfully held and used by the Company and will not be used in breach of applicable laws relating to bribery, corruption, money laundering, terrorist financing, sanctions, tax evasion, or other financial crime.

4. Tax Compliance

4.1 Each party shall pay all taxes lawfully due from it in connection with the Services and shall not:

1. commit, facilitate, aid, abet, counsel, or procure criminal tax fraud or tax evasion; or
2. take any action that would cause the other party to breach applicable laws prohibiting tax evasion, tax fraud, or the facilitation thereof.

5. Trade Sanctions and Export Compliance

5.1 Each party represents and warrants that, during the term of these Terms and Conditions, it is not:

1. a terrorist or terrorist organization;
2. listed on any applicable sanctions or restricted party list issued by the UN, U.S., EU, NL, UK, or any other jurisdiction applicable to the parties;
3. owned or controlled by, or acting on behalf of, any such person; or
4. organized in, or ordinarily resident in, any comprehensively sanctioned jurisdiction, to the extent prohibited by applicable law.

5.2 Neither party shall export, re-export, supply, transfer, deliver, or otherwise make available any goods, software, technology, or services in violation of applicable sanctions, export control laws, or other trade restrictions.

5.3 Neither party shall take any action that would cause the other party to breach applicable sanctions or trade compliance laws.

6. Human Rights and Modern Slavery

6.1 Each party shall comply with all applicable laws concerning employment rights, human rights, non discrimination, and modern slavery -as applicable.

6.2 The Company shall respect and avoid violating the Human Rights in performing the Services and shall ensure the same from its Personnel, agents, affiliates, subcontractors, and sub suppliers involved in the Services.

6.3 At Zitec’s reasonable request, the Company shall provide or arrange appropriate human rights related training for relevant Personnel, agents, subcontractors, or sub suppliers involved in the Services, and Zitec may review such training materials and propose additional reasonable materials.

6.4 The Company shall maintain an appropriate grievance mechanism through which third parties may raise human rights related concerns.

6.5 The Company shall promptly notify Zitec if it becomes aware of any actual or suspected adverse human rights impact arising from activities related to the Services.

7. Subcontracting, Records, and Internal Controls

7.1 The Company shall not subcontract, assign, or transfer material performance obligations relating to the Services without Zitec’s prior written consent, where such consent is required under these Terms and Conditions. The Company remains fully responsible for its subcontractors and sub suppliers.

7.2 The Company shall maintain complete and accurate books, records, and supporting documentation relating to compliance with these compliance requirements for the term of these Terms and Conditions and for at least five years thereafter, or longer if required by applicable law.

7.3 Each party shall maintain reasonable internal compliance measures, including policies, procedures, training, controls, and reporting mechanisms, designed to ensure compliance with these compliance requirements.

7.4 Zitec may, on reasonable notice and during normal business hours, conduct or require a reasonable compliance audit of the Company and, where relevant to the Services, the Company’s supply chain, subject to confidentiality obligations and applicable law.

8. Competition Law

8.1 Each party shall comply with all applicable competition and antitrust laws, including those governing information exchange, market conduct, and the use of confidential or commercially sensitive data.

9. Cooperation with Regulators and Whistleblower Protections

9.1 Neither party shall take any action that prohibits or is intended to prohibit its Personnel, the other party, or the other party’s Personnel from:

1. cooperating with or providing information, including Confidential Information where legally permitted, to any governmental authority, regulator, or agency; or
2. making disclosures protected under applicable whistleblower laws where the person reasonably believes the disclosure is for the purpose of reporting or investigating a suspected violation of law.

9.2 Neither party shall require prior notice of any disclosure protected by applicable whistleblower laws, except to the extent such notice is expressly required by non waivable law.