Your use of MirrorMe3D’s software, services and web sites (referred to collectively as the “Service” in this document) is subject to the terms of a legal agreement between you and MirrorMe3D, LLC, a New York Limited Liability Company (hereinafter referred to as “MM3D”). These terms apply to all visitors, users, and others who access, have access, or use the Services in any capacity.
Unless otherwise agreed in writing with MM3D, your agreement with MM3D will always include, at a minimum, the terms and conditions set forth in this document. These are referred to below as the “Universal Terms”.
The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and MM3D in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”. If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service. The Universal Terms may be updated from time to.
2. Accepting the Terms
In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
You can accept the Terms by:
- A. signing the specifications and contract document; or
- B. actually using the Services. In this case, you understand and agree that MM3D will treat your use of the Services as acceptance of the Terms from your first use of the Services.
You may not use the Services and may not accept the Terms if (a) you are not of legal age or under any other cause limiting or restricting your capacity to form a binding contract with MM3D, (b) you are a person barred from receiving the Services under the laws of the any country including the country in which you are resident or from which you use the Services. MM3D reserves the right to block access to the Services, or delete an account which enables access to the Services, if it has reason to believe that you qualify for one or more of the above.
You acknowledge and agree that the use of the Services shall be limited to your rendering services to third parties in the context of your professional activities; in your condition as professional, and to the maximum extent permitted by law, you expressly waive any regulations regarding consumer protection rights, including those specifically related to electronic commerce and contracting based on general conditions.
3. Provision of the Services by MM3D and updates
MM3D is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and ancillary characteristics of the Services which MM3D provides may change from time to time without prior notice.
As part of this continuing innovation and to ensure a proper maintenance of the systems for the provision of the Services, you acknowledge and agree that MM3D may temporarily discontinue the provision of the Services (or any features within the Services) to you or to users generally at MM3D’s sole discretion, without prior notice to you. The discontinuation of the Services will be limited to the minimum extent and time necessary to introduce such innovations or to ensure proper maintenance and MM3D will do its utmost to do so at times and dates that MM3D considers may be the least disturbing for users in general.
The Services may automatically download and install updates from time to time from MM3D. These updates are designed to improve, enhance and further develop the Services and may take the form of, but not limited to, bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit MM3D to deliver these to you) as part of your use of the Services. Moreover, you agree and understand that MM3D may save and/or store certain data and information but will do so anonymously and without revealing and patient information or personal health identifiers.
4. Use of the Services
- You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the relevant countries).
- You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
- You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose, except for what has been agreed specifically.
- You acknowledge being solely responsible for the manner in which you use the Services provided by MM3D and/or present these to third parties.
If you receive Consumer Personal Data, hereinafter relating to, such as but not limited to, health records, personal information, images, identification, contact details, and name, of any Consumer who submits a request through the Services, you shall treat such Personal Data with the highest level of confidentiality and shall not make this information public in any form or share this information without the express consent of the proprietary owner of the personal data. Furthermore, you hereby certify that any and all Personal Data you receive which is requested to be deleted or transferred to a third party by the rightful owner of the data will indeed be fully and permanently removed from your files and records.
5. Your account security
Should your use of the Services involve accessing your account with login details, such as but not limited to a username and password, you hereby certify that you will not share your login details, let anyone else access your account, or do anything else that might jeopardize the security of your account. You agree and understand that you are responsible for maintaining the confidentiality of login details associated with any account you use to access the Services.
Accordingly, you agree that you will be solely responsible to MM3D for all activities that occur under your account, including, but not limited to, any applicable charges and costs associated to the use of your account.
If you become aware of any unauthorized use of your password or of your account, you agree to notify MM3D immediately by sending an email to mail@mirrorme3D.com.
6. Privacy and personal information
In order to access certain Services, you will be required to provide information about yourself (such as identification, professional, billing or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to MM3D will always be accurate, correct and up to date.
You agree that any data extracted from the information provided by yourself (such as but not limited to success rate, 3D usage, etc.) may be used in an anonymous way to calculate and publish global statistics and rankings based on our users activity.
7. Third parties data protection
You acknowledge and agree that in some cases MM3D and its Affiliates need access to third parties Personal Data in order to fulfill MM3D's contractual obligations under maintenance and support or as may be required by law.
You instruct MM3D and its Affiliates to process Personal Data on your behalf and for that purpose to access Personal Data to the extent necessary for MM3D's fulfillment of its aforementioned obligations. You represent that you have the right to grant such access, and in particular, that you shall comply with all applicable laws and provisions relating to confidentiality as well as Personal Data protection. You are aware that in some cases this might require you to obtain prior written consent or authorization from the rightful owner of the Personal Data which is made accessible to MM3D and its Affiliates and by submitting the Personal Data you represent that you obtained such written consent or authorization.
You and MM3D shall respect the applicable legal provisions concerning the protection of Personal Data, in particular such provisions regarding the processing of Personal Data on behalf of third parties. The parties shall implement appropriate technical and organizational measures to protect Personal Data as required by applicable regulations in light of the sensitive nature of the data involved, and MM3D shall not make use of, or transfer, Personal Data other than as provided for in the Terms.
If applicable laws and provisions relating to confidentiality as well as data protection impose any additional requirements on you and the handling of Personal Data by your contractors, you shall comply with such requirements and promptly inform MM3D.
8. Waiver of claims, remedies and indemnity
You agree to be solely responsible for using the Services and for the accuracy and adequacy of information and date furnished for processing.
You agree that you will be solely responsible for any diagnosis, surgery and any other treatment or services you provide, and that you shall not rely on the Services for these purposes; any reliance by you upon the Services shall not diminish that responsibility. You acknowledge that the information provided to you by MM3D is provided 'as is' for general information only. It is not intended to provide medical advice, and should not be relied upon as a substitute for consultations with qualified health professionals who are familiar with a patient’s individual medical needs. MM3D makes no warranties of any kind regarding the Services, including but not limited to any warranty of accuracy, completeness, currency, reliability, merchantability or fitness for a particular purpose, or any warranty that these pages, or the computer server which makes them available, are free of viruses or other harmful elements, and such warranties are expressly disclaimed. Nothing in this Site is intended as a recommendation or endorsement of any specific tests, products, procedures, opinions, or other information that may be mentioned in this Site.
You acknowledge and agree that the Services do not provide any diagnosis or medical advice, but merely provide for a tool to assist professionals that the use of the Services does not in any manner whatsoever replace or diminish your duties and liabilities. Furthermore, you agree to inform any third party with whom you may use the Services provided by MM3D that the Services do not provide any diagnosis, medical advice, or warranty of surgical results, but rather serve for informational purposes only. You also agree to inform such third parties that if the use of the Services involve 3D images, that MM3D cannot guarantee the results nor the accuracy of the 3D images and that the 3D images generated or provided by MM3D directly or indirectly are for visualization and illustrative purposes only, and are not a substitute for a consultation with a qualified physician or professional and do not provide any diagnosis or medical advice.
You acknowledge and agree that MM3D has no doctor/patient relationship whatsoever, and the provision of the Services in no way creates any such relationship. Moreover, by providing the Services, you acknowledge and agree that by providing the Services, MM3D in no way acknowledges that this is a HIPAA-compliant exchange and does not represent that the images are being provided by a secure network. It is your responsibility to ensure that you are in compliance with HIPAA or whatever patient privacy laws exist in your jurisdiction.
You acknowledge and agree that the Services serve visualization and illustration purposes only and do not endorse or warrant any outcome. Any additional options such as online ordering but not limited as such are only designed to facilitate the consultation. Any surgery decision including as well but not limited to any medical product are solely based on professional opinion, and you confirm that MM3D has no responsibility for any act or decision of any kind.
In light of the provisions of this clause 8, you agree to provide a full indemnity to MM3D in the terms set forth in section 15 below. This provision shall survive termination of your legal agreement with MM3D.
9. Content in the Services
You understand that all information (such as data files, written text, computer software, audio files, photographs, videos or images) which you may have access to as part of, or through your use of, the Services are the sole property of the person from which such content originated. All such information is referred to below as the “Content”.
You agree that you are solely responsible for (and that MM3D has no responsibility to you or to any third party for) any Content that you create, transmit or display in any shape or form while using the Services and for the consequences of your actions by doing so. This Content includes, but is not limited to, the 3D images provided by MM3D’ services, as well as, the tools provided by MM3D, such as customizable websites, videos, press releases, brochures, personalized advertisements, web banners and logos. You therefore acknowledge that you are solely accountable in your local jurisdictions for your use of any and all Content made available to you by MM3D and that you have the authority and right to use the Content in the manner in which the content is used. This also applies if you use the Content on material, websites, or any other form of display, that you may not be the rightful owner of.
If your use of the Services implies requesting MM3D to create, transmit or display any Content for you or on your behalf, MM3D cannot guarantee the outcome, accuracy or quality, however subjective it may be, and you certify, and certify on behalf of the rightful owner of the Personal Data used to create, transmit or display the Content, that the Content MM3D may provide is ‘as is’ and without any warranty of the results.
You hereby certify that any and all Content provided by you is accurate and you will not provide any false information or create an account for anyone other than yourself without permission.
10. Proprietary rights
You acknowledge and agree that MM3D (or MM3D’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by MM3D and that you shall not disclose such information without MM3D’s prior written consent.
You acknowledge and agree that nothing in the Terms gives you a right to use any of MM3D’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features other than logos, banners, videos and brochures provided by MM3D for your webpage or restricted distribution which remain subject to any limitations and conditions that may be imposed by MM3D from time to time.
You agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
You acknowledge that any material, documents, objects, or images, such as but not limited to print simulators provided by third parties, generated by the Services or resulting from the use of the Services are the exclusive property of MM3D.
11. Content license from you
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services. By submitting, posting or displaying the content you give MM3D, its Affiliates, a perpetual, irrevocable, worldwide, royalty-free, and non- exclusive license to reproduce, adapt, modify any Content which you submit, post or display on or through, the Services. This license is for the sole purposes of enabling MM3D, its Affiliates to perform the required technical steps to provide the Services to our users and to continue to improve the Software and the Services.
You understand that MM3D, and its Affiliates in performing the required technical steps to provide the Services to our users, may make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this license shall permit MM3D and its Affiliates to take these actions.
You confirm and warrant to MM3D and its Affiliates that you have all the rights, power and authority necessary to grant the above license and that you are the sole proprietor of any content you use through the Services provided by MM3D. In the event that that Content used does not comply with the above, MM3D reserves the right to block the account and eventually return the Content to its rightful owner.
12. Ending your relationship with MM3D
The Terms will continue to apply until your right to use the Services is terminated at the end of the agreed contractual period, or until terminated by either you or MM3D as set out below. MM3D has a no refund policy once you have agreed to the use of the Services and payment has been made.
MM3D may at any time, terminate its legal agreement with you if:
- A. you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
- B. MM3D is required to do so by law including without limitations where the provision of the Services to you is, or becomes, unlawful.
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and MM3D have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 18 and your obligations to indemnify MM3D and Affiliates set out in the Terms (including in clause 16 below) shall continue to apply to such rights, obligations and liabilities indefinitely.
13. Exclusion of Warranties
Nothing in these terms, including sections 14 and 15, shall exclude or limit MM3D’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Accordingly, only the limitations which are lawful will apply to you and our liability is limited to the maximum extent permitted by law.
You expressly understand and agree that your use of the services is at your sole risk and that the services are provided "as is" and “as available.”
You expressly understand and agree that MM3D does not warrant any products, including medical products and, or any services provided to you by affiliates on behalf or through MM3D itself.
In particular, MM3D, its affiliates do not represent or warrant to you that:
- A. Your use of the services will meet your requirements.
- B. Your use of the services will be uninterrupted, timely, secure or free from error.
- Any material downloaded or otherwise obtained through the use of the services is done at your own discretion and risk; and
- That you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
- No advice or information, whether oral or written, obtained by you from MM3D or through or from the services shall create any warranty not expressly stated in the terms.
- MM3D further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
14. Limitation of Liability
Subject to overall provision in paragraph 14 above, you expressly understand and agree that MM3D, its affiliates, and its licensors shall not be liable to you for:
- A. Any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
- B. Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
- (i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser, sponsor or affiliate whose advertising appears on the services;
- (ii) your failure to provide MM3D with accurate account information;
- (iii) your failure to keep your password or account details secure and confidential.
The parties to these terms have each agreed to the fees and entered into them in reliance upon the limitations of liability and disclaimers of warranties and damages set forth in the terms, and that the same form an essential basis of the agreement between the parties.
The limitations on MM3D’s liability to you in paragraph 15 above shall apply whether or not MM3D has been advised of or should have been aware of the possibility of any such losses arising.
Further to the above, MM3D, its affiliates shall not be responsible for any delay or failure of performance resulting from causes beyond their control (force majeure).
Subject to overall provision in paragraph 14 above, you agree that the aggregate liability of MM3D and affiliates in connection with any claim arising out of or relating to the services shall not exceed the fees paid either in license or pay per use by you to MM3D for the use of the services during the term of one year prior to the date of the claim, and that amount shall be in lieu of all other remedies which you may have against MM3D and affiliates and shall constitute the liquidated damages.
15. Indemnity for third party claims
You hereby agree to indemnify, defend and hold MM3D, its partners, officers, directors, agents, affiliates, and licensors ("the indemnified parties") harmless from and against any claim or liability arising out of (a) any claim by any person whom you have treated and with whom you may have used the services, arising out from either (i) any alleged breach in the personal data collection, storage, treatment, transfer, use and protection applicable regulations or policies or (ii) any alleged medical malpractice, including any claim for an unsatisfactory outcome of any surgical or non-surgical treatment or procedure whatsoever after using the services; or (iii) any content you submit, share, upload, post or display on or to the services; (b) any breach of or noncompliance with any representation, warranty or obligation in these terms. You shall cooperate fully in the defense of any claim. MM3D reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the services may be irreparable; therefore, MM3D is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.
16. Changes to the Terms
MM3D may make changes to the Universal Terms or Additional Terms from time to time.
You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, MM3D will treat your use as acceptance of the updated Universal Terms or Additional Terms.
17. General legal terms
Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or purchase goods, which are provided by another person or company, including any Affiliate that may be sponsoring your subscription. Your use of these other services or purchase of goods may be subject to separate terms between you and the company or person concerned. MM3D does not assume any liability in connection with your use of these other services or purchase of goods.
The Terms constitute the whole legal agreement between you and MM3D and govern your use of the Services (but excluding any services which MM3D may provide to you under a separate written agreement), and completely replace any prior or simultaneous representations, agreements, understandings or commitments, whether written or oral, between you and MM3D in relation to the Services.
You agree that MM3D may provide you with notices by email, regular mail, or postings on the Services.
You agree that if MM3D does not exercise or enforce any legal right or remedy which is contained in the Terms (or which MM3D has the benefit of under any applicable law), this will not be taken to be a waiver of MM3D’s rights and that those rights or remedies will still be available to MM3D.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies of MM3D shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. You further acknowledge and agree that (i) you may not assign the Terms to any third party and that (ii) MM3D may assign the Terms to each member of the group of companies of MM3D or to a successor by purchase, merger or consolidation; however no assignment shall relieve MM3D obligations under the Terms. Any assignment not in accordance with these provisions shall be null and void.
The Terms shall be governed by the laws of New York without reference to its conflict of law rules. You and MM3D agree to submit to the exclusive jurisdiction of the courts New York to resolve any legal dispute or matter arising from the Terms. Notwithstanding this, you agree that MM3D shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. In addition, it is your responsibility to ensure that the use of the Services is compliant with your country’s privacy laws.