Terms of Use

1. Acceptance of these Terms

These Terms of Use (the “Terms”) constitute a legally binding agreement between you (“you” or “User”) and the operator of Miru Market (“Miru,” “we,” “us,” or “our”). The legal entity operating Miru Market is in the process of being finalized and will be identified here once confirmed. By accessing, browsing, registering for, or otherwise using our website, mobile experiences, and any related services (collectively, the “Service”), you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you do not agree, you must not access or use the Service.

2. Definitions

For purposes of these Terms, the following terms have the meanings set out below:

• “Account” means a registered user account created on the Service.
• “Guest Session” means an unregistered, browser-bound session that allows limited use of the Service prior to registration.
• “Market” means a binary (Yes/No) question listed on the Service whose outcome resolves based on a designated source.
• “Nuggets” means the in-app virtual play-money used to acquire Shares within Markets, as further described in Section 7.
• “Tickets” means non-monetary virtual items earned through participation that may be used to enter Raffles.
• “Raffle” means any prize-based promotion offered through the Service that may use Tickets for entry.
• “Share” means a Yes or No contract on a Market that pays 100 Nuggets if its side is correct upon resolution and 0 if not.
• “Content” means all text, images, graphics, market descriptions, software, and other materials that make up the Service, excluding User Content.
• “User Content” means any material you submit, post, upload, or transmit through the Service.

3. Eligibility

To use the Service, you must (a) be at least eighteen (18) years of age; (b) have the full legal capacity to enter into a binding contract under the laws of your jurisdiction; (c) not be a person against whom transactions are prohibited under any applicable sanctions, anti-money-laundering, or counter-terrorism financing laws; and (d) not have been previously suspended or removed from the Service. By using the Service, you represent and warrant that you meet all of these requirements. We reserve the right to refuse, suspend, or terminate access for any User who fails to meet these requirements.

4. Accounts and security

To access certain features, you must register for an Account by providing your mobile phone number and creating a personal identification number (“PIN”) and any additional information we request. You agree to (i) provide accurate, current, and complete information; (ii) maintain and promptly update your Account information; and (iii) keep your PIN confidential and secure.

You are solely responsible for all activity that occurs under your Account. You must immediately notify us of any unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with this Section. We may, but are not obligated to, suspend or terminate Accounts showing signs of compromise or abuse.

One person, one Account. The creation, operation, or use of multiple Accounts by the same individual is strictly prohibited and may result in forfeiture of Nuggets, Tickets, Raffle entries, and termination of all related Accounts.

5. Guest sessions

The Service may permit limited unregistered use through a Guest Session, which is bound to your browser via a session token. Guest Sessions are intended for evaluation and are subject to additional restrictions: (a) Guest Sessions and any associated balances or positions are non-transferable; (b) Guest Sessions automatically expire twenty-four (24) hours after the first trade, after which any remaining balances and positions are forfeited; and (c) registration is required to preserve your activity. By trading as a guest, you acknowledge that you may lose any in-app virtual balance you accrued during the Guest Session if you do not register before the expiry deadline.

6. The Service

The Service allows Users to participate in play-money prediction Markets using virtual Nuggets. Trades are executed against an automated market maker. Each Share pays out 100 Nuggets if its side is determined to be correct upon resolution and 0 Nuggets otherwise. Markets resolve based on the source identified in the relevant Market's description.

The Service is provided for entertainment and educational purposes only. Miru does not offer, accept, or facilitate the wagering of real money or anything of monetary value.

7. Virtual items: Nuggets and Tickets

Nuggets, Tickets, and any other virtual items provided through the Service (collectively, “Virtual Items”) are licensed, not sold, to you. You acknowledge and agree that:

• No monetary value. Virtual Items have no monetary value. They are not, and shall not be construed as, currency, securities, commodities, e-money, stored-value cards, or any other financial instrument under Philippine law, including but not limited to Republic Act No. 8791 (General Banking Law), Republic Act No. 8799 (Securities Regulation Code), and Bangko Sentral ng Pilipinas issuances.
• No redemption. Virtual Items cannot be redeemed for cash, fiat currency, cryptocurrency, goods, services, or any other thing of monetary value outside the Service, except where expressly permitted by Miru in writing in connection with a specific Raffle (Section 8).
• Non-transferable. Virtual Items may not be sold, traded, gifted, or otherwise transferred to any other person or Account, whether on or off the Service.
• Limited license. Miru grants you a personal, non-exclusive, non-transferable, revocable license to use Virtual Items solely within the Service for as long as your Account remains active.
• Adjustments. We may, at any time and in our sole discretion, modify, suspend, expire, revoke, or remove Virtual Items, including to correct errors, address abuse, comply with law, or end any feature or promotion. We will use commercially reasonable efforts to provide notice of material changes.

8. Raffles and promotions

From time to time, Miru may offer Raffles or other promotions. Each Raffle is subject to its own published rules, including eligibility, the entry mechanic (which may use Tickets), the prize, the draw mechanic, the winner-selection date, the prize-claim procedure, and any required permits. To the extent any Raffle constitutes a sales promotion or prize promotion under Philippine law, Miru will obtain any required permits from the Department of Trade and Industry (DTI) and comply with applicable regulations, including DTI Department Administrative Order No. 02 (series of 1993) and its successors. In the event of a conflict between these Terms and a specific Raffle's published rules, the Raffle rules govern with respect to that Raffle.

9. Not gambling, not investment advice

The Service is not a gambling platform and is not intended to constitute gambling, betting, or wagering under Philippine law, including Presidential Decree No. 1602, Republic Act No. 9287, and related issuances of the Philippine Amusement and Gaming Corporation (PAGCOR). Users do not stake money or anything of monetary value, and no payouts are made in money or anything of monetary value.

Markets, prices, and Content do not constitute, and shall not be construed as, investment, financial, legal, tax, or other professional advice. You should not rely on the Service for any decision involving real-world consequences. Always consult a qualified professional where appropriate.

10. License to use the Service

Subject to your compliance with these Terms, Miru grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal, non-commercial use. This license terminates automatically if you violate these Terms or if your Account is terminated.

11. User content

You retain ownership of any User Content you submit. By submitting User Content, you grant Miru a worldwide, royalty-free, sublicensable, transferable, non-exclusive license to host, store, reproduce, modify, create derivative works of, publish, publicly perform and display, and distribute such User Content for the purpose of operating, promoting, and improving the Service. You represent and warrant that you own or have the necessary rights to all User Content you submit and that such User Content does not violate these Terms or any applicable law or third-party right.

We may, but are not obligated to, monitor, review, edit, or remove User Content at our sole discretion. We are not responsible for User Content submitted by you or any other User.

12. Acceptable use

You agree not to, and not to attempt to:

• operate multiple Accounts, impersonate another person, or share your Account;
• manipulate, distort, or attempt to manipulate prices, including through wash trades, collusion, spoofing, layering, or coordinated activity across Accounts or with other Users;
• exploit any bug, error, design flaw, or unintended behavior of the Service to obtain Virtual Items, Raffle entries, or any other benefit;
• scrape, mirror, copy, or systematically retrieve data from the Service except as permitted by these Terms;
• interfere with, disrupt, overload, or damage the Service or any related infrastructure, including by deploying malware, denial-of-service attacks, or unauthorized automated tools;
• reverse engineer, decompile, or disassemble any portion of the Service except where and to the extent such restriction is prohibited by applicable law;
• use the Service in violation of any law, regulation, or order, including anti-fraud, anti-money-laundering, intellectual property, privacy, and consumer protection laws;
• harass, threaten, defame, or abuse other Users; post hate speech, sexually explicit content, or content harmful to minors; or
• use the Service for any commercial purpose without our prior written consent.

13. Intellectual property

All right, title, and interest in and to the Service and Content, including all related copyrights, trademarks, trade names, service marks, trade secrets, patents, and other intellectual property rights, are owned by Miru or its licensors. Nothing in these Terms transfers any such rights to you. The names “Miru,” “Miru Market,” the Miru logo, and related marks are trademarks of Miru. You may not use any of these marks without our prior written consent.

14. Third-party services

The Service may contain links to or integrations with third-party websites, services, or resources, including hosting, analytics, payment, identity, and notification providers. We do not control and are not responsible for any third-party service. Your use of any third-party service is at your own risk and subject to that provider's terms and policies.

15. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, share, and protect your information. By using the Service, you consent to our processing of your personal information as described there.

16. Communications

By creating an Account, you consent to receive operational communications from us about your Account, security, and changes to the Service via SMS, email, push notification, or in-app message. You may receive marketing communications subject to your consent and may opt out at any time using the controls in the Service or by following the unsubscribe instructions in the message. Operational communications cannot be opted out of while your Account remains active.

17. Termination

You may terminate your Account at any time by following the deletion procedure in the Service or by contacting us at the address in Section 27. We may suspend or terminate your access to all or part of the Service, with or without notice, if (a) we believe you have violated these Terms; (b) we are required to do so by law or by a competent authority; (c) we discontinue the Service or any feature; or (d) your Account has been inactive for an extended period.

Upon termination, your right to use the Service immediately ceases, your Virtual Items are forfeited, and any pending Raffle entries become void. Sections that by their nature should survive termination (including Sections 7, 11, 13, 20, 21, 22, 23, and 26) shall survive.

18. Changes to the Service

We are continually improving the Service. We may, at any time and without liability to you, add, modify, suspend, discontinue, or remove any feature, Market, Raffle, or other aspect of the Service.

19. Changes to these Terms

We may update these Terms from time to time. The “Last updated” date at the top of this page reflects when changes were last made. Material changes will be communicated through the Service or by other reasonable means. Your continued use of the Service after a change becomes effective constitutes your acceptance of the updated Terms. If you do not accept the updated Terms, your sole remedy is to stop using the Service.

20. Disclaimers

THE SERVICE AND ALL CONTENT, MARKETS, PRICES, AND VIRTUAL ITEMS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT MARKETS, PRICES, OR RESOLUTIONS WILL BE ACCURATE, COMPLETE, OR TIMELY. NOTHING IN THESE TERMS LIMITS ANY WARRANTY OR RIGHT THAT CANNOT LAWFULLY BE LIMITED, INCLUDING ANY APPLICABLE CONSUMER PROTECTION RIGHTS UNDER REPUBLIC ACT NO. 7394 (CONSUMER ACT OF THE PHILIPPINES).

21. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MIRU, ITS AFFILIATES, OR ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE “MIRU PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR USE, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A MIRU PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE TOTAL CUMULATIVE LIABILITY OF THE MIRU PARTIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO MIRU IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (WHICH, BECAUSE THE SERVICE IS PLAY-MONEY ONLY, IS EXPECTED TO BE ZERO) AND (B) ONE THOUSAND PHILIPPINE PESOS (PHP 1,000.00). THIS LIMITATION APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW AND REGARDLESS OF THE FORM OF ACTION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN OF THESE LIMITATIONS, IN WHICH CASE THEY WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED.

22. Indemnification

You agree to defend, indemnify, and hold harmless the Miru Parties from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your use of or access to the Service; (b) your User Content; (c) your violation of these Terms; (d) your violation of any law or third-party right; or (e) any dispute between you and another User.

23. Dispute resolution

Informal resolution. Before initiating any formal proceeding, you agree to first contact us at legal@mirumarket.com and provide a written description of the dispute. We will attempt in good faith to resolve the dispute within thirty (30) days of receipt.

Arbitration. If the dispute cannot be resolved informally, you and Miru agree that the dispute shall be finally settled by arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with its Arbitration Rules then in effect. The seat of arbitration shall be Metro Manila, Philippines. The language of the arbitration shall be English. The arbitral award shall be final and binding on the parties.

Class action waiver. All disputes shall be brought in your individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative action.

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights.

24. Governing law and venue

These Terms and any dispute arising out of or relating to them or the Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict-of-laws principles. Subject to Section 23, the parties submit to the exclusive jurisdiction of the proper courts of Metro Manila, Philippines.

25. Force majeure

We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including acts of God, natural disasters, epidemics, war, civil unrest, government action, labor disputes, internet or telecommunications failure, third-party service outages, or any other event of force majeure.

26. General provisions

• Entire agreement. These Terms, together with the Privacy Policy and any Raffle rules or supplemental terms, constitute the entire agreement between you and Miru regarding the Service and supersede all prior agreements.
• Severability. If any provision is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of our assets.
• Notices. We may provide notices to you through the Service or to the contact information associated with your Account. You must send notices to us at the address in Section 27.
• No agency. No partnership, joint venture, employment, or agency relationship is created by these Terms.
• Headings. Section headings are for convenience only and do not affect interpretation.
• Language. These Terms are drafted in English. Any translation is for convenience only; the English version controls.

27. Contact us

If you have any questions about these Terms, please contact us at: