End User License Agreement

Last updated: 21st August, 2017

Thank you for choosing Complete Anatomy. Please read the following Terms of Use (the “Terms”) carefully before accessing the Complete Anatomy platform (“Software”) because they govern your use of 3D4Medical LLC’s, and any of its affiliates’ (together “3D4”), website located at www.3d4medical.com and related websites (“Sites”), the Software, and the services accessible via the Sites and the Software, and set out important information regarding 3D4 and your obligations. To make these Terms easier to read, the Sites, services and Software are collectively referred to herein as the “Services.”

By downloading, installing or using the Services, you indicate that you understand this Agreement and accept all the Terms contained herein and agree to be bound by such Terms. If you do not accept all the Terms of this Agreement, then you may not use the Services. 3D4 may modify the Terms at any time, in its sole discretion. If 3D4 does so, 3D4 will let you know by either posting the modified Terms on the Site, on the Software, or through other communications. It is important that you review the Terms whenever they are modified because if you continue to use the Services after 3D4 has posted the modified Terms, you are indicating that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not use the Services anymore. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

  1. DEFINITIONS
    1. “3D4 Indemnitees” means 3D4, its affiliates and their respective officers, directors and employees.
    2. “Application Platform” means the Apple App Store or any other platform via which 3D4 makes the Software available.
    3. “Confidential Information” means any business or technical information disclosed by one party to the other party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure; (ii) if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the receiving party within thirty (30) days after any such disclosure; or (iii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
    4. “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.
    5. “Free Trial Period” means the trial period, during which your use of the Services and Software are provided without payment obligations.
    6. “Indemnitee” means the party seeking indemnification pursuant to Section 8 of this Agreement.
    7. “Indemnitor” means the party who is providing an indemnity to the Indemnitee in accordance with this Agreement.
    8. “Payment Information” means information you supply for the processing of your payment, including, without limitation, your credit card number, the expiration date of your credit card, your address(es) for billing and delivery and any additional information to verify your identity.
    9. “Privacy Policy” means the 3D4 Privacy Policy accessible at www.3d4medical.com/privacy-policy (or such other URL as specified by 3D4), as may be updated by 3D4 from time to time.
    10. “User” means any individual that downloads the Software or Services.
    11. “User-Submitted Content” means any Content that users (including you) provide or submit to be made available through the Services, including, but not limited to, any Content that you provide in connection with creating or updating an Account profile, e.g., a photograph or narrative for your Account profile.
    12. “Your Marks” means your business name(s), trademarks, service marks and logos.
    13. “Your Image” means your name, picture, likeness and voice.
  2. SERVICES & APPLICABLE USE
    1. Provision of Services. Subject to your compliance with the terms and conditions of this Agreement, 3D4 will provide you with access to the Services via the Software.
    2. Software License Grant. Subject to your compliance with this Agreement, 3D4 grants to you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license and right to use the Software during the Term only in connection with your use of the Services.
    3. Restrictions. You will not attempt to interfere with or disrupt the Software or Services or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Services). Except as expressly specified in this Agreement, you will not:
      1. Post, upload, publish, submit, broadcast or transmit any User-Submitted Content, or exercise your license rights to use the Content that might result in content, a Modification or Recording that: (i) infringes, misappropriates or violates a third party’s intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
      2. Access, tamper with or use non-public areas of the Services, 3D4’s computer systems, or the technical delivery systems of 3D4’s providers;
      3. Attempt to probe, scan or test the vulnerability of any 3D4 system or network or breach any security or authentication measures;
      4. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by 3D4 or any of 3D4’s providers or any other third party (including another user) to protect the Services or Content;
      5. Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by 3D4;
      6. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
      7. Use any meta tags or other hidden text or metadata utilizing a 3D4Medical trademark, logo, URL or product name without 3D4’s express written consent;
      8. Use the Services or Content, or any portion thereof, for any professional or commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms, where professional or commercial purposes include the display, broadcast or transmission of the Services or Content to two or more users in an instructional or educational capacity or any environment on a more than a ‘once-off’ basis;
      9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
      10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
      11. Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
      12. Impersonate or misrepresent your affiliation with any person or entity in connection with your use of the Services;
      13. Violate any applicable law or regulation; or
      14. Encourage or enable any other individual to do any of the foregoing.
    4. Monitoring. You acknowledge and agree that 3D4 is not obligated to police or monitor access to or use of the Services or Content, including User-Submitted Content or communications transmitted through the Services, or to review or edit any User-Submitted Content, but that 3D4 has the right to do so for the purposes of operating the Services, ensuring compliance with these Terms, and in order to comply with applicable law or other legal requirements. You will use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. You will not submit any infringing, obscene, defamatory, threatening or otherwise unlawful or tortious material, including any material that violates privacy rights. 3D4 reserves the right, but is not obligated, to remove or disable access to any Content, including User-Submitted Content, at any time and without notice, including, but not limited to, if 3D4, in its sole discretion, considers any User-Submitted Content to be objectionable or in violation of these Terms. 3D4 has the right to investigate violations of these Terms or conduct that affects the Services. 3D4 may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. 3D4 is not responsible for your User-Submitted Content, communications or transmissions.
    5. Copyright Policy. 3D4 respects copyright law and expect its users to do the same. It is 3D4’s policy to terminate, in appropriate circumstances and in its sole discretion, the Accounts of users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
    6. Availability of Services. 3D4 will use commercially reasonable efforts to make the Services available to you without interruption as much as reasonably possible, subject to any downtime for system maintenance, upgrades, or any unforeseen circumstances.
    7. Unauthorized Disclosure. If either party believes that there has been a disclosure of Account Information in a manner that is not authorized under this Agreement, they will promptly notify the other. Additionally, each party will reasonably assist the other party in remediating or mitigating any potential damage, including any notification that should be sent to individuals impacted or potentially impacted by such unauthorized disclosure.
    8. Changes to Services. If 3D4 makes any material changes, you will be notified within the Software or Services or by email. Notwithstanding the above, 3D4 has no obligation to update or enhance the Software or Services or to produce or release new versions of same. As the Services are evolving over time, 3D4 may change or discontinue all or any parts, features, components or functions of the Services, including the availability of Group Accounts: free Services may become paid Services at any time, without notice and in its sole discretion.
    9. Personal Information. 3D4’s Privacy Policy explains how 3D4 collects, uses, manages and discloses data from its users that are submitted to the Services. By using the Services, you indicate that you understand and agree to the Privacy Policy.
    10. User-Eligibility. You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
  3. REGISTRATION & PAYMENT
    1. Registration. Before you can begin using the Services, you will be required to create an account (“Account”) via the Software by providing some basic information, including your name and email address (“Account Information”). You can do this via the Software or Sites or you may be able to do so through your account with certain third party services such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option, 3D4 will create your Account by extracting certain personal information from your SNS Account, such as your name and email address and other personal information that your privacy settings on the SNS Account permit 3D4 to access. It is important that you provide 3D4 with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you do not do so, 3D4 may suspend or terminate your Account. You agree that you will not disclose your Account password to anyone and you will immediately notify 3D4 of any unauthorized or suspected unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
    2. Payment. By purchasing the Services, you expressly authorize 3D4 (or its third party payment processor, such as the Application Platform) to charge you for the Software and any in-Software purchases that you make. 3D4, or its third party payment processor, may ask you to supply Payment Information. You represent and warrant that you have the legal right to use all payment method(s) represented as any such Payment Information. You authorize 3D4 to provide your Payment Information to third parties in order that your payment for the Software or and any in-app purchases that you might make (plus any applicable taxes, shipping fees and other charges) can be completed.
    3. Paid Features. Some of the Services are available for free. Other features must be paid for (“Paid Features”) and you must pay for access to same. You agree to pay for the applicable Paid Features that you wish to purchase from what is available to you via the Services. 3D4 will communicate the payments options available to you via the Services when you create your Account. Your receipt of the Services is conditioned upon timely payment for the applicable Services.
    4. Groups. You may create Groups via the Services (“Groups”). The user that creates the Group is the Group administrator (“Administrator”). The Administrator selects the users who are permitted to be part of a Group. Group members may communicate and shares images and other User-Submitted Content with the Group.
  4. Support
    1. As part of the Services, 3D4 may provide 3D4’s standard support services as set out at www.3d4medical.com/category/support, or such other URL as specified by 3D4, and as may be updated by 3D4 from time to time.
  5. RIGHTS GRANTED TO YOU
    1. License Granted by 3D4Medical to You. Subject to your compliance with these Terms, 3D4 grants to you a limited, non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the Software on a mobile device or computer that you own or control and to run such copy of the Software solely for your own personal non-commercial purposes solely in connection with your permitted use of the Services. In addition, in connection with the exercise of these rights granted to you under these Terms, you may have the option to use the Services to create and publish recordings in connection with your use of the Content and the Services (“Recordings”). Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Software; (ii) distribute, transfer, sublicense, lease, lend or rent the Software to any third party; (iii) reverse engineer, decompile or disassemble the Software; or (iv) make the functionality and/or Content of the Software available to multiple users through any means. 3D4 reserves all rights in and to the Software not expressly granted to you under these Terms.
    2. License Granted by You to 3D4Medical. You hereby grant to 3D4 a worldwide, perpetual, irrevocable, transferable, assignable, sublicensable, fully paid-up and royalty-free license and right to modify, copy, distribute, display and perform, publish, prepare derivative works of, use and incorporate into the Software and/or Services (without attribution of any kind): (a) any suggestions, enhancements requests, recommendations, proposals, corrections or other feedback or information provided by you in relation to the Software or Services; and (b) Your Marks and Your Image in connection with providing the Services and for marketing and promotional purposes in connection with the business of 3D4 and its affiliates. Other than those rights specifically granted to 3D4 herein, all right, title and interest in and to Your Marks and Your Image are expressly reserved by you. 3D4 welcomes feedback, comments and suggestions for improvements to the Services. You can submit such feedback by emailing 3D4 at info@3d4medical.com.
    3. Modifications to Content. You agree that all modifications to the Content and derivative works created by you based upon the Content (“Modifications”) and all Recordings are owned by 3D4. To that end, you agree to irrevocably transfer and assign to 3D4, and hereby do so irrevocably transfer and assign to 3D4, all right, title and interest in and to such Modifications and Recordings, including all intellectual property rights therein. At 3D4’s request and expense, during and after the term of these Terms, you will assist and cooperate with 3D4 in all respects, and will execute documents, and will take such further acts as reasonably requested by 3D4 to enable it to acquire, transfer, maintain, perfect and enforce its intellectual property rights and/or other legal protections for the Modifications and Recordings. You hereby appoint the officers of 3D4 as your attorney-in-fact to execute documents on your behalf for this limited purpose.
    4. Content Ownership. Subject to the above, 3D4 does not claim any ownership rights in any User-Submitted Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User-Submitted Content. 3D4 and its licensors exclusively own all worldwide right, title and interest in and to the Services and Content that is not your User-Submitted Content, including all worldwide patent rights (including patent applications and disclosures), utility models, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, rights in design, database rights, know-how and trade secrets, rights to derivative works, mask work rights, and any and all other intellectual property or proprietary rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from , such rights and all similar or equivalent rights or forms of protection that subsist now or will subsist in the future in any part of the world (collectively, “Intellectual Property Rights”) therein. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
    5. Rights in User-Submitted Content. By making any User-Submitted Content available through Services, you hereby grant to 3D4 a non-exclusive, transferable, sublicensable, worldwide, royalty-free, perpetual license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute copies of your User-Submitted Content in connection with operating and providing the Services and Content to you and to other Account holders. You are solely responsible for all User-Submitted Content. You represent and warrant that you own all your User-Submitted Content or that you have all rights that are necessary to grant 3D4 the license rights in your User-Submitted Content under these Terms. You also represent and warrant that neither your User-Submitted Content, nor your use or provision of your User-Submitted Content to be made available through the Services, nor any use of your User-Submitted Content by 3D4 or other Account holders on or through the Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You further represent and warrant to 3D4 that: (i) you have all rights, power and authority to use and to have 3D4 use any and all of Your Marks and Your Image; and (ii) your use and provision of Your Marks and Your Image to 3D4 pursuant to this Agreement will not breach any agreement between you and any third party or violate any applicable local, state or federal laws, regulations, orders or rules.
    6. Links to Third Party Websites or Resources. The Software and Services may contain links to third-party websites or resources. 3D4 provides these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
  6. YOUR OBLIGATIONS & REPRESENTATIONS
    1. Enforcement. You will promptly notify 3D4 of any suspected or alleged breach of this Agreement and will cooperate with 3D4 with respect to: (i) any investigation by 3D4 of any suspected or alleged breach of this Agreement; or (ii) any action by 3D4 to enforce this Agreement.
    2. Telecommunications and Internet Services. You acknowledge and agree that your use of the Software and Services is dependent upon access to telecommunications and Internet services. You are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Software or Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. 3D4Medical will not be responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
  7. NO WARRANTY. THIS SECTION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE AND SERVICES ARE PROVIDED AS “AS IS,” WITHOUT WARRANTY OF ANY KIND. 3D4 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. 3D4 MAKES NO WARRANTIES THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. 3D4 MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY (INCLUDING MEDICAL ACCURACY), TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF SOFTWARE AND SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM 3D4MEDICAL OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 3D4 DISCLAIMS ANY WARRANTY THAT THE SOFTWARE OR SERVICES WILL BE ERROR- FREE OR UNINTERRUPTED OR THAT ALL ERRORS WILL BE CORRECTED. You assume sole responsibility and liability for results obtained from the use of the Software and Services or and for any and all conclusions drawn from such use.
  8. INDEMNIFICATION
    1. Indemnification by 3D4. Subject to any conditions set out in this section with regard to indemnification, 3D4 will defend any suit or action brought against you to the extent that it is based upon a third party claim that the Software or Services, as provided by 3D4 to you pursuant to this Agreement, infringe any patent or any copyright or misappropriate any trade secret, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are awarded in final judgment against or paid in settlement by you.
    2. Exclusions. Notwithstanding the terms of Section 8.1, 3D4 will have no liability for any infringement or misappropriation claim of any kind to the extent that it results from: (i) the combination, operation or use of the Software or Services with equipment, devices, other software or data not supplied by 3D4, if a claim would not have occurred but for such combination, operation or use; or (ii) your use of the Software or Services other than in accordance with this Agreement.
    3. 3D4’s Remedy Options. If your use of the Software or Services is, or in 3D4’s opinion is likely to be, enjoined due to the type of claim specified in Section 8.1, then 3D4 may, in its sole option and expense: (i) replace or modify the Software or Services to make them non-infringing and of equivalent functionality; (ii) procure for you the right to continue using the Software or Services under the terms and conditions of this Agreement; or (iii) if 3D4 is unable to accomplish either (i) or (ii), despite using reasonable efforts, terminate your rights and 3D4’s obligations under this Agreement with respect to the Software or Services.
    4. Sole Remedy. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING STATES THE ENTIRE OBLIGATIONS OF 3D4 AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR SERVICES.
    5. Indemnification by You. You will defend 3D4 Indemnitees, from and against any action or suit brought against a 3D4 Indemnitee by a third party in connection with, arising out of, resulting from or caused by: (i) your negligence or intentional misconduct; (ii) your provision of medical care; (iii) your use of the Software or Services (other than any claim for which 3D4 is responsible under Section 8.1); (iv) a claim that serious health event or bodily injury resulted from your use of the Software or Services; (v) your violation of any term or your breach of any warranty herein, or your misrepresentation under this Agreement, including without limitation, the User Representations, and will pay any costs, damages and reasonable attorneys’ fees attributable to or awarded with respect to such claim.
    6. Conditions of Indemnification. As a condition to the parties’ respective obligations under this Section 8, the Indemnitee will: (i) promptly notify the Indemnitor of the claim for which it is seeking indemnification; (ii) grant the Indemnitor sole control of the defense and settlement of the claim; and (iii) provide the Indemnitor, at the Indemnitor’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. The Indemnitor will not settle any claim that involves a remedy other than payment without the Indemnitee’s prior written consent, which may not be unreasonably withheld or delayed. The Indemnitee has the right to retain counsel, at its expense, to participate in the defense or settlement of any claim. The Indemnitor will not be liable for any settlement or compromise that the Indemnitee enters into without the Indemnitor’s prior written consent.
  9. LIMITATION OF LIABILITY
    1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL 3D4MEDICAL OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT 3D4MEDICAL HAS BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND WHETHER OR NOT IT WAS FORESEEABLE. EACH OF SUCH LIMITATION IS INTENDED TO BE ENFORCEABLE REGARDLESS OF WHETHER ANY OTHER EXCLUSIVE OR NON-EXCLUSIVE REMEDY UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN 3D4 AND YOU.
    2. Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, 3D4’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT, FROM ANY AND ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF $100 OR TOTAL FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT, IF ANY, DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF 3D4MEDICAL’S ACT OR OMISSION GIVING RISE TO ANY LIABILITY.
    3. Non-Excludable Liabilities. Applicable law may not allow for exclusions or limitations of certain statutory conditions, warranties, guarantees and other remedies, or for the exclusion or limitation of certain damages. Solely to the extent that such law applies to you, some or all of the disclaimers, exclusions or limitations set out in this Agreement may not apply to you, and you may have certain additional rights. In respect of any conditions, warrantees or guarantees that cannot be lawfully excluded, to the extent permitted by law 3D4’s liability is limited (at 3D4’s option) to the replacement, repair or resupply of the relevant goods or the resupply or refund of the cost of relevant services.
  10. CONFIDENTIAL INFORMATION
    1. Use and Disclosure Restrictions. A receiving party will not use the disclosing party’s Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party, except, in the case of 3D4, to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement. Each receiving party will protect the disclosing party’s Confidential Information from unauthorized use and disclosure using efforts equivalent to the efforts that the receiving party ordinarily uses with respect to its own Confidential Information and in no event less than a reasonable standard of care. The provisions of this Section 10.1 will remain in effect during the term of this Agreement and for a period of three (3) years after the expiration or termination of this Agreement.
    2. Exclusions. The obligations and restrictions set forth in Section 10.1 will not apply to any information that: (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party who has the right to disclose such information without breach of any confidentiality obligation to the disclosing party.
    3. Permitted Disclosures. The provisions of this Section 10 will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement or limit the scope of such request. The party responding to such an order or requirement will only disclose that information that is expressly required.
  11. TERM & TERMINATION
    1. Term. The term of this Agreement starts when you accept the Agreement and ends when the Agreement is terminated by either party (“Term”).
    2. Free Trial Period. Where applicable, the Free Trial Period shall commence upon your installation of the Software to access the Services and end at the earlier of: (a) the end of the free trial time period set forth when you download the Software; or (b) the time at which you purchase the Software.
    3. Termination for Cause. 3D4 has the right to terminate this Agreement if you breach any material term or warranty of this Agreement and fail to cure such breach within ten (10) days after written notice thereof. In no event will any termination relieve you of your obligation to pay any fees payable to 3D4 for the period prior to the effective date of termination.
    4. Termination for Convenience. 3D4 may terminate this Agreement with respect to your access to and use of the Software or Services for any reason as determined by it in its sole discretion.
    5. Effect of Termination. Upon the expiration or termination of this Agreement: (i) your right to access and use Software and Services will immediately terminate, and you will immediately cease all use of the Software and Services; and (ii) you will promptly destroy or return to 3D4 all Confidential Information of 3D4 in your possession or control. 3D4 will have no obligation to maintain Account or to retain or forward any data to you, except as required by law. Upon expiration or termination of this Agreement, 3D4 will, in its discretion and to the extent permitted by law, destroy or otherwise dispose of any Account data in its possession or provide a copy to you, but only to the extent 3D4 has such data in its possession. You will pay all reasonable expenses incurred by 3D4 in returning such data to you, if 3D4 elects to do so at your direction. After such thirty (30) day period, 3D4 will have no obligation to retain or provide any data, except as required by law.
    6. Cancellation of Your Account. You may cancel your Account at any time by sending an email to 3D4 at info@3D4medical.com.
    7. Right to Terminate or Suspend Services. Notwithstanding anything else in this Agreement, 3D4 reserves the right to change, suspend or discontinue the Services, or any features, components or functions thereof, at any time without prior notice to you if 3D4 reasonably determines that: (a) you breached this Agreement, the Intellectual Property Rights of a third party or applicable laws, or any activity or use of the Services in connection with your Account is otherwise disruptive or harmful to 3D4Medical or any third party; or (b) 3D4 is required to do so by law. In the event 3D4 chooses to discontinue the Services, or any features, components or functions thereof, upon notifying you, it will have no obligation to maintain the same.
    8. Survival. Upon any termination, discontinuation or cancellation of Services or your Account, the rights and obligations of 3D4 and you contained in Sections 2, 5, 6, 7, 8, 9, 10, 11.4 and 12 will survive the expiration or termination of this Agreement.
  12. MISCELLANEOUS
    1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of California, without regard to or application of conflict of laws rules or principles. Both parties agree to submit to the personal and exclusive jurisdiction of the state and federal courts of San Francisco to resolve any dispute or claim arising from this Agreement. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
    2. Assignment. You may not assign, delegate or transfer this Agreement or any rights granted hereunder, in whole or in part, by operation of law or otherwise, without 3D4’s prior written consent, and any attempt by you to do so, without such consent, will be void. 3D4 may freely assign or transfer this Agreement, in whole or in part, by operation of law or otherwise.
    3. Remedies. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
    4. Notices. All notices or approvals required or permitted under this Agreement will be delivered to you within the Software or Services or to the email address(es) that 3D4 has on file for your Account. You hereby consent to receive notice from 3D4 through the foregoing means, and such notices will be deemed effective when sent on a business day, and if not sent on a business day, then on the next business day. Except as otherwise specified in the Agreement, any notices to 3D4 under this Agreement must be delivered via first class registered U.S. mail, overnight courier: 3D4Medical LLC., 15633 Rising River Place North, San Diego CA 92127, USA.
    5. Waiver & Severability. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.
    6. Entire Agreement. This Agreement, together with the Privacy Policy, constitute the entire and exclusive understanding and agreement between the parties regarding its subject matter, and supersede all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and 3D4 have executed a separate agreement governing your use of the Services. If any provision of these Terms and/or the Privacy Policy is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms and/or the Privacy Policy will remain in full force and effect.
    7. Force Majeure. Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party’s reasonable control and occurring without that party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems, computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a reasonable period of time equal to the time lost due to any delay so caused.
    8. Relationship of the Parties. The parties to this Agreement are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
  13. CONTACT INFORMATION. If you have any questions regarding this Agreement, please contact 3D4 at info@3D4Medical.com.