Terms of Service

1. Preface

These Terms of Service (the "Terms") are a legal agreement between the Company and the person or entity that accesses or uses the Platform. The Terms apply to (i) each Organization and Customer that subscribes to or otherwise uses the Platform and (ii) each End User who accesses the Platform under an Organization’s account or otherwise uses the Platform. Effective Date: February 21, 2026. Last Updated: February 21, 2026.

If you accept these Terms on behalf of an Organization, you represent that you have the authority to bind that Organization. If you do not have such authority, you must not accept these Terms or use the Platform on that Organization’s behalf.

2. Definitions

2.1 Company

"Company" means the legal entity that provides the Platform and related services. Company legal name: OpenMirai Group Co., Ltd. Thailand registration number: 0125568038979. Registered address in Thailand: 129/290 Perfect Place Village, Moo 3, Soi Saima, Rattanathibet Road, Saima, Mueang Nonthaburi, Nonthaburi.

2.2 Platform

"Platform" means the hosted learning management system and related features made available by the Company, including associated websites, applications, interfaces, and application programming interfaces, as may be modified from time to time.

2.3 Customer and Organization

"Customer" means the legal entity or individual that enters into an agreement with the Company for access to the Platform, whether directly through self-service sign-up or through an executed order form or other written arrangement. "Organization" means the Customer’s institution, business, or other organization for which the Platform is used to create, operate, or administer a branded learning website, to manage learners, and to deliver learning content.

2.4 End User, Instructor, and Learner

"End User" means any individual who accesses or uses the Platform, including administrators, employees, contractors, Instructors, and Learners, whether acting on their own behalf or on behalf of an Organization. "Instructor" means an End User authorized by an Organization to create, upload, manage, or deliver Content through the Platform. "Learner" means an End User who enrolls in, accesses, or participates in learning experiences provided through an Organization’s use of the Platform.

2.5 Content

"Content" means any data, information, materials, text, images, audio, video, software, code, documents, messages, or other content submitted to, uploaded to, transmitted through, displayed on, or otherwise made available through the Platform. "Customer Content" means Content provided by or on behalf of a Customer or its End Users. "Company Content" means Content provided by the Company and made available through the Platform, excluding Customer Content.

2.6 Personal Data; Controller; Processor; Subprocessor

"Personal Data" means any information relating to an identified or identifiable natural person, and includes "personal data" as defined under the Personal Data Protection Act B.E. 2562 (2019) of Thailand (the "PDPA") and, where applicable, "personal data" as defined under the General Data Protection Regulation (EU) 2016/679 (the "GDPR"). "Controller" means the person or entity that determines the purposes and means of processing Personal Data. "Processor" means the person or entity that processes Personal Data on behalf of a Controller. "Subprocessor" means any Processor engaged by a Processor to process Personal Data on behalf of a Controller.

2.7 Policies; Terms of Sale; DPA

"Policies" means the Company’s policies and guidelines referenced in these Terms, including the Acceptable Use Policy, Community Guidelines, Privacy Policy, Cookie Policy, Security Policy, DMCA Copyright Policy, and External Content Policy, as each may be updated from time to time. "Terms of Sale" means the Company’s terms governing fees, billing, taxes, payment processing, and related commercial matters for purchases from the Company. "Data Processing Agreement" or "DPA" means the data processing addendum entered into between the Company and a Customer where the Company processes Personal Data on the Customer’s behalf as a Processor.

2.8 Beta Services

"Beta Services" means any feature, service, or functionality that the Company designates as alpha, beta, preview, pilot, limited release, evaluation, or similar status, including any associated documentation or terms. The Platform is currently designated as a Beta Service.

3. Document Set, Incorporation, and Order of Precedence

The Platform is governed by these Terms together with the Policies and, where applicable, the Terms of Sale, the Refunds Policy, any executed order form, and any executed DPA. The Customer is responsible for ensuring that End Users comply with these Terms and the Policies, to the extent applicable to End Users.

Order of precedence is as follows: an executed order form prevails over the DPA with respect to commercial terms, the DPA prevails over these Terms with respect to data protection obligations, and these Terms prevail over the Policies to the extent of any conflict.

4. Eligibility, Authority, and Account Registration

4.1 Eligibility

You must have legal capacity to enter into a binding contract under applicable law to use the Platform. The Company requires End Users to be at least 13 years of age, or the minimum age of digital consent in the End User’s jurisdiction, whichever is higher. Organization administrators must be at least 18 years of age. Where the Platform is used by or for minors or other individuals who require guardian consent, the Customer is responsible for obtaining, documenting, and maintaining all required consents and providing all required notices under applicable law.

4.2 Authority to Bind an Organization

If you create an account or accept these Terms for an Organization, you represent and warrant that you are authorized to do so, and that the Organization will be responsible for all access to and use of the Platform by its End Users and for all Customer Content.

4.3 Registration Information and Security

You agree to provide accurate and complete information when registering, to maintain the accuracy of such information, and to protect account credentials. The Customer is responsible for all activity under its accounts, including activity by End Users. The Customer must promptly notify the Company of any suspected unauthorized access.

5. Roles and Responsibilities

5.1 The Company’s Role

The Company provides the hosted Platform and may provide related support, updates, and maintenance. The Company does not provide the Customer’s learning services, course offerings, or products, and is not a party to any agreement between an Organization and its Learners, except as explicitly stated in writing by the Company.

5.2 The Customer’s Role

The Customer is responsible for (i) administering its Organization’s use of the Platform, including roles, permissions, and access controls; (ii) ensuring that all Customer Content and the Organization’s activities on the Platform comply with applicable law and the Policies; (iii) providing appropriate notices and obtaining any required rights and consents for Customer Content and for the processing of Personal Data; and (iv) responding to End User inquiries relating to the Organization’s use of the Platform.

5.3 The End User’s Role

End Users must use the Platform in accordance with these Terms and the Policies. The Company may require End Users to accept certain terms or acknowledgements as a condition of access, including where required to comply with applicable law.

6. Acceptable Use, Content Standards, and Enforcement

The Customer and End Users must comply with the Acceptable Use Policy and the Community Guidelines. The Company may monitor the Platform for security, abuse prevention, and compliance purposes, and may investigate suspected violations. The Company may take enforcement actions, including content removal, account restriction, suspension, or termination, as described in these Terms and the Policies.

7. Customer Content; Intellectual Property; Licences

7.1 Ownership of Customer Content

As between the Company and the Customer, the Customer retains all right, title, and interest in and to Customer Content, and the Company does not acquire ownership of Customer Content under these Terms.

7.2 Licence to Host and Process Customer Content

The Customer grants the Company a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, transmit, display, and otherwise process Customer Content solely to provide, secure, and improve the Platform and as otherwise permitted by these Terms, the Privacy Policy, and any DPA. This licence includes the right to engage Subprocessors for the same limited purposes, subject to applicable data protection terms.

7.3 Feedback

If you provide suggestions, comments, or other feedback regarding the Platform, you grant the Company a non-exclusive, worldwide, perpetual, irrevocable, sublicensable, royalty-free licence to use and incorporate that feedback into the Platform without restriction, provided that the Company will not publicly attribute feedback to you without your consent, except where required by law.

7.4 Company Content and Platform Intellectual Property

The Platform and Company Content are protected by intellectual property and other laws. Except for the limited rights expressly granted in these Terms, the Company retains all right, title, and interest in and to the Platform and Company Content.

7.5 Content Removal

The Company may remove or disable access to Customer Content where the Company reasonably determines that such content violates these Terms or the Policies, creates a security risk, infringes third-party rights, or is required to be removed under applicable law or a valid legal process.

8. Fees, Payment, and Purchases

If the Customer purchases a subscription, add-on, or other paid offering from the Company, the Terms of Sale and the Refunds Policy apply and are incorporated by reference. The Company uses Stripe as its primary payment service provider. Supported payment methods include credit cards, debit cards, and bank transfers. The Company may suspend or limit access to the Platform for non-payment in accordance with the Terms of Sale, subject to any mandatory legal requirements.

9. Privacy and Data Protection

9.1 Privacy Policy and Cookie Policy

The Company’s collection and use of Personal Data as a Controller are described in the Privacy Policy and the Cookie Policy. Where the Company processes Personal Data on behalf of a Customer as a Processor, the DPA governs that processing, to the extent executed by the parties.

9.2 Controller and Processor Roles

As a baseline assumption, the Customer acts as the Controller of Personal Data contained in Customer Content or otherwise submitted to the Platform by or on behalf of the Customer, and the Company acts as the Processor for that Personal Data when providing the Platform. The Company may act as a Controller for Personal Data processed for its own business purposes, such as account administration, billing, security, product improvement, and legal compliance, as described in the Privacy Policy.

9.3 Cross-Border Transfers

The Platform may involve processing and storage of Personal Data in multiple jurisdictions. The Company will implement safeguards for cross-border transfers as required by applicable law. For transfers subject to GDPR, the Company will use Standard Contractual Clauses (SCCs) as the transfer mechanism.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other in connection with the Platform that is designated as confidential or that reasonably should be understood to be confidential, including security information and non-public product information. Confidential Information does not include information that is or becomes public through no fault of the receiving party, is independently developed without use of the disclosing party’s Confidential Information, or is lawfully received from a third party without breach of a confidentiality obligation.

10.2 Protection and Permitted Use

The receiving party will use Confidential Information solely to perform under these Terms and will protect it using reasonable measures. The receiving party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this section.

10.3 Compelled Disclosure

The receiving party may disclose Confidential Information if required by law or a valid order, provided that, to the extent permitted, the receiving party gives the disclosing party reasonable notice and an opportunity to seek protective treatment.

11. Availability, Maintenance, and Support

The Company may modify the Platform and may perform maintenance that may temporarily reduce availability. The Company does not guarantee uninterrupted availability, and any service levels are as described in the Platform documentation unless expressly agreed in an executed order form. Support is available via email at heretohelp@openmirai.com during business hours.

12. Beta Services

If the Company makes Beta Services available, the Beta Program Terms apply. Beta Services are provided for evaluation purposes, may be changed or discontinued at any time, and may contain defects. The Company may impose additional eligibility requirements, limitations, or confidentiality obligations for Beta Services, as described in the Beta Program Terms or related documentation.

13. Suspension, Termination, and Effect

13.1 Suspension

The Company may suspend or restrict access to the Platform where the Company reasonably determines that (i) there is a security threat, fraud, or abuse; (ii) the Customer or End User is in material breach of these Terms or the Policies; (iii) continued access would create material risk to the Platform, other users, or third parties; or (iv) suspension is required by law or by a lawful request. The Company will use reasonable efforts to provide notice and to limit suspension to what is necessary, except where notice would increase risk or is prohibited by law.

13.2 Termination by the Customer

The Customer may terminate the paid Services in accordance with the Terms of Sale and any order form. The Customer may also cease using the Platform at any time. Termination does not relieve the Customer of any obligation to pay accrued fees.

13.3 Termination by the Company

The Company may terminate these Terms or an Organization’s access to the Platform in accordance with an order form or where the Company reasonably determines that the Customer has materially breached these Terms or the Policies and has not cured such breach within a reasonable period after notice, where cure is feasible, or immediately where the breach is not reasonably curable.

13.4 Effect of Termination; Data Return and Deletion

Upon termination, the Customer’s right to access the Platform ends. Data export, return, and deletion processes will be completed within 90 days of termination. Customers may export their data through the Platform's export features during the 30-day period following termination. The timing and format may depend on the subscription plan and applicable law. Where the Company acts as a Processor, deletion or return of Personal Data will be handled in accordance with the DPA, if executed.

14. Disclaimers

To the maximum extent permitted by applicable law, the Platform and Company Content are provided on an "as is" and "as available" basis. The Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and that the Platform will be uninterrupted, secure, or error-free. The Company does not warrant that Customer Content will be accurate, complete, or suitable for any particular purpose.

15. Limitation of Liability

To the maximum extent permitted by applicable law, the Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunities, arising out of or relating to these Terms or the Platform, even if advised of the possibility of such damages.

To the maximum extent permitted by applicable law, the Company’s total aggregate liability arising out of or relating to these Terms or the Platform will not exceed the total amount of fees paid by the Customer to the Company in the twelve (12) months preceding the event giving rise to the claim, or ten thousand Thai Baht (THB 10,000), whichever is greater. The foregoing limitations apply only to the extent permitted and do not exclude liability that cannot be excluded under applicable law.

16. Indemnification

16.1 Customer Indemnity

To the maximum extent permitted by applicable law, the Customer will defend, indemnify, and hold harmless the Company and its directors, officers, employees, and agents from and against third-party claims, liabilities, damages, and expenses arising out of or relating to (i) Customer Content; (ii) the Customer’s or End Users’ use of the Platform in violation of these Terms, the Policies, or applicable law; or (iii) the Customer’s products, courses, or services offered through the Platform.

16.2 Company Indemnity

The Company does not provide an express intellectual property indemnity at this time. Customers are advised to evaluate intellectual property risk independently.

17. Dispute Resolution and Complaints

The Company encourages Customers and End Users to raise questions and complaints promptly using the procedures in the Contact and Notices page. Before commencing formal proceedings, the parties will use good faith efforts to resolve disputes through internal escalation and, where appropriate, mediation. Before commencing formal proceedings, the parties will use good faith efforts to resolve disputes through direct negotiation for a period of at least 30 days.

18. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them are governed by the laws of Thailand, without regard to conflict of law principles, subject to any mandatory consumer protection laws that apply based on the user’s habitual residence or place of establishment. The courts of Thailand, specifically the Nonthaburi Provincial Court or the courts with jurisdiction over the Company's registered address, shall have exclusive jurisdiction.

19. Notices

The Company may provide notices under these Terms by email, through the Platform, or by other reasonable means. The Customer is responsible for maintaining current contact information. Legal notice addresses and requirements are set out in the Contact and Notices page. Notices may be sent by email to heretohelp@openmirai.com.

20. Changes to the Terms

The Company may update these Terms from time to time. The Company will provide notice of material changes by reasonable means, which may include email, in-Platform notifications, or publication within the legal documentation portal. Unless otherwise stated, changes take effect on the effective date specified in the updated Terms. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms to the extent permitted by applicable law; where required, the Company may request explicit acceptance.

21. Language and Interpretation

The English language version will prevail in the event of inconsistency between translations. Headings are for convenience only and do not affect interpretation. If any provision of these Terms is held unlawful or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

22. Miscellaneous

The Customer may not assign or transfer these Terms without the Company’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided that the assignee agrees in writing to be bound by these Terms. The Company may assign these Terms as part of a corporate reorganization, merger, acquisition, or sale of assets, or otherwise upon notice to the Customer.

Neither party will be liable for delay or failure to perform obligations (other than payment obligations) due to events beyond its reasonable control. These Terms, together with the Policies, the Terms of Sale, any executed order form, and any executed DPA, constitute the entire agreement regarding the Platform and supersede prior or contemporaneous agreements and understandings on that subject.