1. Agreement to These Terms; Acceptance and Authority
These Terms of Service (the “Terms”) are a binding agreement between Mirri Diabetes LLC (“Mirri,” “we,” “us,” or “our”) and the organization that accesses or uses Mirri Studio (the “Organization,” “you,” or “your”), governing access to and use of Mirri Studio and related services (together, “Studio,” as further defined in Section 2).
Acceptance and authority. You accept these Terms by tapping or clicking “I Agree” (or a similar affirmative control), by signing an Order Form that references them, or by accessing or using Studio. If you accept on behalf of an Organization, you represent and warrant that you are authorized to bind that Organization, and “you” and “your” refer to the Organization. The Organization is responsible for its Organization Users’ compliance with these Terms. If you do not have that authority or do not agree, do not access or use Studio.
You also agree to our Studio Privacy Policy, which is incorporated by reference.
2. Definitions
“Studio” means the Mirri Studio portal and related websites, servers, APIs, back-end systems, and services we provide for organizations to receive, view, and manage Shared Information.
“Organization User” means an individual the Organization authorizes to access Studio under the Organization’s account, such as a staff member, administrator, or clinician.
“Individual” means a user of Mirri’s consumer applications, Mirri One and Mirri Navigator (the “Consumer Apps”), or an adult managing another person’s profile in a Consumer App, who chooses to share information with the Organization.
“Shared Information” means the diabetes- and metabolic-health information and related data an Individual chooses to share with the Organization through the Consumer Apps and that is made available in Studio.
“Order Form” means an ordering document, online sign-up flow, or subscription plan that describes the Studio subscription, seats, features, and fees applicable to you.
“Mirri Parties” means Mirri and its owners, members, officers, directors, employees, agents, service providers, suppliers, and licensors.
“Confidential Information” is defined in Section 9.
3. NOT MEDICAL ADVICE; PROFESSIONAL JUDGMENT
STUDIO IS A TOOL FOR DISPLAYING AND MANAGING INFORMATION THAT INDIVIDUALS CHOOSE TO SHARE. IT IS NOT A MEDICAL DEVICE, DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT, OR DOSING RECOMMENDATIONS, AND IS NOT A SUBSTITUTE FOR PROFESSIONAL JUDGMENT OR APPROVED MEDICAL DEVICES.
Organization Users — including any clinicians — are responsible for exercising their own professional and clinical judgment and for independently confirming information before relying on it. Shared Information may be incomplete, delayed, inaccurate, out of order, or unavailable, and must not be the sole basis for any clinical or care decision. Studio is not for use in medical emergencies; in an emergency, call your local emergency number (such as 911).
4. STUDIO IS NOT A MEDICAL ALERT OR MONITORING SYSTEM
STUDIO IS NOT A MEDICAL DEVICE, ALARM, OR EMERGENCY-NOTIFICATION, MONITORING, OR REAL-TIME ALERTING SYSTEM. INFORMATION IS MADE AVAILABLE ON A BEST-EFFORTS BASIS AND MAY BE DELAYED, INCOMPLETE, OUT OF ORDER, INACCURATE, OR MAY FAIL TO BE DELIVERED, FOR REASONS INSIDE OR OUTSIDE OUR CONTROL. DO NOT RELY ON STUDIO FOR ANY URGENT, TIME-SENSITIVE, OR SAFETY-CRITICAL PURPOSE, INCLUDING DETECTING OR RESPONDING TO HIGH OR LOW BLOOD GLUCOSE. THE ORGANIZATION IS RESPONSIBLE FOR ITS OWN CARE, SUPERVISION, AND EMERGENCY PROCEDURES.
5. Eligibility; Organization Accounts and Organization Users
Studio is for organizations and their authorized adult Organization Users; it is not for use by individual patients, who use the Consumer Apps. The Organization must be a legal entity (or a person acting for a bona fide organization), and each Organization User must be at least 18 years old.
Not for HIPAA covered entities or business associates (for now). Studio is not currently offered to, and you may not use Studio as, a HIPAA covered entity or business associate in any way that would cause Mirri to create, receive, maintain, or transmit protected health information on your behalf. If you are a covered entity or business associate, you may not use Studio for that purpose until Mirri offers a HIPAA-compliant version and the parties sign a Business Associate Agreement (see Section 13). By using Studio, you represent that your use does not require Mirri to act as your business associate.
The Organization is responsible for: authorizing and promptly de-authorizing its Organization Users; setting appropriate access permissions on a need-to-know basis; ensuring its Organization Users keep credentials confidential and comply with these Terms; and all activity under its account and its users’ accounts. Credentials are personal to each Organization User and may not be shared. You will notify us promptly of any unauthorized access.
6. License to Use Studio
Subject to these Terms and payment of applicable fees, Mirri grants the Organization a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use Studio for the Organization’s internal purposes of supporting the diabetes and metabolic-health care or programs of the Individuals who share information with it. All rights not expressly granted are reserved by Mirri.
7. Acceptable Use and Restrictions
You will, and will ensure your Organization Users, use Studio and Shared Information only for the permitted purpose described in Section 6 and consistent with what the Individual reasonably expects. You will not, and will not permit anyone to:
- Use, disclose, or process Shared Information for any purpose other than providing care or support to the Individual who shared it, or as that Individual directs; or sell, rent, or use Shared Information for advertising, marketing, or profiling;
- Re-share, export, or transfer Shared Information except as necessary for the permitted purpose and as permitted by law, or in violation of any Individual’s instructions or rights;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive the source code, object code, architecture, algorithms, models, data structures, protocols, or interfaces of Studio, except to the limited extent this restriction cannot be excluded under applicable law;
- Benchmark, or publish any benchmark or performance data about Studio, or use Studio or its outputs to train any machine-learning model, or to develop a Competing Product (a product whose primary function is diabetes, metabolic health, or blood-glucose data management or sharing);
- Access Studio through non-official or automated means, exceed rate limits, circumvent security or access controls, or probe or test the vulnerability of Studio without our prior written authorization;
- Provide access to Studio to any third party, or use it on a service-bureau basis, except for your authorized Organization Users;
- Copy, modify, or create derivative works of Studio, or remove any proprietary notices; or
- Use Studio in violation of any applicable law or the rights of any person, or introduce any malware or harmful code.
Each restriction in this Section is a separate and independent covenant.
8. Shared Information; Individual Control; Your Responsibilities
Individuals control sharing. Individuals decide whether, what, and with whom to share from the Consumer Apps, and may stop sharing or revoke your access at any time. When an Individual stops sharing, your access to further information from that Individual ends. Studio makes available only what Individuals choose to share.
Your responsibilities for Shared Information. As between you and Mirri, you are responsible for your and your Organization Users’ access to and use of Shared Information, including: limiting access to authorized users with a need to know; using it only for the permitted purpose; maintaining reasonable administrative, technical, and physical safeguards on your side; obtaining any consents or authorizations your activities require (for example, parental or guardian consents for a camp serving minors, or participant authorizations); honoring Individuals’ requests and rights and reasonably assisting them; and complying with all laws that apply to you, including privacy and consumer-protection laws. Information you access, export, or record in your own systems is your responsibility and is governed by your own practices.
Recipient terms. These Terms are the recipient terms referenced in the Consumer Apps’ terms for organizational recipients. Mirri does not control, and is not responsible for, your use of Shared Information once it is made available to you.
9. Confidentiality and Trade Secrets
“Confidential Information” means Studio’s non-public elements (including its source and object code, algorithms, models, data structures, protocols, non-public APIs, performance data, and unreleased features), non-public pricing, and other information a party designates as confidential or that should reasonably be understood as confidential, as well as Shared Information. Each party will protect the other’s Confidential Information using at least reasonable care, use it only as needed to perform under these Terms, and not disclose it except to those with a need to know who are bound by confidentiality obligations. These obligations survive termination for as long as the information remains confidential; trade secrets are protected for as long as they remain trade secrets. This Section does not limit your obligations regarding Shared Information under Section 8.
10. Intellectual Property; Trademarks
Studio and all related intellectual property are and shall remain the exclusive property of Mirri, including all source and object code, algorithms, models, designs, user-interface designs, and content, other than Shared Information and the Organization’s own data. These Terms transfer no ownership of Studio to you. “Mirri,” “Mirri Studio,” and associated logos are trademarks of Mirri Diabetes LLC and may not be used without our prior written permission; all goodwill inures to Mirri.
11. Feedback
If you or your Organization Users provide feedback, suggestions, or ideas about Studio (“Feedback”), you grant Mirri a perpetual, irrevocable, worldwide, royalty-free, transferable, and sublicensable license to use and exploit the Feedback for any purpose without restriction or compensation, and you waive any related claim.
12. Fees and Subscriptions
Studio is offered on a tiered subscription basis, and may be offered free of charge to individual users or under a free tier. The fees, subscription term, number of seats or users, features or tier, and payment terms applicable to you are those presented to you at sign-up or set out in your Order Form, and by subscribing to a paid plan you agree to them. Unless your Order Form states otherwise: fees are stated exclusive of taxes, which you are responsible for; fees are non-refundable except as required by law; paid subscriptions renew automatically for successive terms unless cancelled before renewal, at the then-current price, and we will provide any renewal notices required by law; and we may change prices effective as of your next renewal. If any fees are overdue, we may suspend Studio after notice. We may add, change, or discontinue features and plans from time to time.
13. Privacy; Data Protection; HIPAA
Our handling of information in connection with Studio is described in the Studio Privacy Policy. You are responsible for your own privacy and data-protection compliance with respect to Shared Information and your Organization Users’ information.
HIPAA. Studio is currently offered as a non-HIPAA service, and Mirri does not act as anyone’s business associate. Studio is not offered to HIPAA covered entities or business associates for the handling of protected health information. If you are a covered entity or business associate, you may not use Studio in any way that would cause Mirri to create, receive, maintain, or transmit protected health information on your behalf until Mirri offers a HIPAA-compliant version and the parties sign a Business Associate Agreement (BAA). Where a BAA is in place, the BAA governs protected health information and controls over any conflicting term of these Terms.
14. Third-Party Services
Studio may interoperate with or rely on third-party services, including cloud infrastructure and the Consumer Apps’ platforms. Your use of third-party services is governed by their own terms, and we are not responsible for them.
15. Updates, Availability, and Support
We may update, modify, suspend, or discontinue Studio or any feature at any time. We aim to provide reasonable availability and support but, except as expressly stated in an Order Form, do not commit to any specific service level, uptime, or support response time. We may perform maintenance that temporarily affects availability.
16. Electronic Communications and Signatures
You consent to transact with us electronically. We may provide these Terms, the Privacy Policy, notices, and other communications electronically, and your electronic acceptance constitutes your signature. Electronic records satisfy any requirement that communications be in writing.
17. Term; Suspension; Termination; Effect of Termination
These Terms apply while you access or use Studio and for the duration of any subscription term. We may suspend or terminate your access for non-payment, for breach of these Terms, or to prevent harm or comply with law; you may terminate as provided in your Order Form. Upon termination or expiration, your license ends and you must stop using Studio. We will make Shared Information and your data available for export for a limited period as described in the Studio Privacy Policy or your Order Form, after which we may delete it, except for copies retained as required by law. Sections that by their nature should survive — including Sections 2, 7–11, 19–23, and 27 — survive termination.
18. Changes to These Terms
We may update these Terms from time to time. For changes that materially affect your rights, we will provide advance notice and, where required, obtain your acceptance; changes generally take effect at your next renewal or as stated in the notice. Non-material changes are effective when posted.
19. DISCLAIMER OF WARRANTIES
STUDIO IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MIRRI PARTIES DISCLAIM ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE MIRRI PARTIES DO NOT WARRANT THAT STUDIO WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR ACCURATE, OR THAT ANY SHARED INFORMATION WILL BE AVAILABLE, TIMELY, COMPLETE, OR ACCURATE. YOU USE STUDIO AT YOUR OWN RISK.
20. LIMITATION OF LIABILITY
NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT TO BE LIMITED, INCLUDING (A) DEATH OR PERSONAL INJURY CAUSED BY THE MIRRI PARTIES’ NEGLIGENCE; (B) GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (C) ANY NON-WAIVABLE RIGHT UNDER APPLICABLE LAW.
EXCEPT FOR THE FOREGOING, AND TO THE FULLEST EXTENT PERMITTED BY LAW: (i) THE MIRRI PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY; AND (ii) THE MIRRI PARTIES’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO STUDIO OR THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES YOU PAID US FOR STUDIO IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR ONE HUNDRED U.S. DOLLARS (US $100).
THE EXCLUSION AND THE CAP APPLY INDEPENDENTLY, APPLY TO EACH OF THE MIRRI PARTIES, AND SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
21. Indemnification
You will indemnify, defend, and hold harmless the Mirri Parties from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your or your Organization Users’ access to or use of Studio or Shared Information; (b) your violation of these Terms or applicable law; (c) your handling, use, or disclosure of Shared Information, or your failure to obtain any required consent or authorization; or (d) any claim by an Individual, participant, employee, or other person arising from your acts or omissions. We may assume the exclusive defense and control of any indemnified matter, and you will cooperate and not settle without our prior written consent. This Section does not apply to the extent a claim arises from a Mirri Party’s own gross negligence or willful misconduct.
22. Dispute Resolution; Binding Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Before starting arbitration, the parties will try to resolve the dispute informally for 60 days. Except for the Excluded Claims below, any dispute arising out of or relating to these Terms or Studio will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable commercial rules, rather than in court. You and Mirri may bring claims only in an individual capacity, and not in any class, collective, consolidated, or representative proceeding; this class-action waiver is not severable from this Section. To the extent any claim proceeds in court, the parties waive any right to a jury trial. Excluded Claims: claims that may be brought in small-claims court, and claims for injunctive or other equitable relief for infringement, misappropriation, or breach of intellectual-property or confidentiality rights (see Section 23). You may opt out of this Section by written notice to support@mirridiabetes.com within 30 days after first accepting these Terms.
23. Governing Law; Jurisdiction; Equitable Relief; Limitations Period; Fees
These Terms are governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. Subject to Section 22, any dispute not subject to arbitration shall be resolved exclusively in the state or federal courts located in the State of Indiana, and you consent to their personal jurisdiction. Notwithstanding Section 22, Mirri may seek injunctive or other equitable relief for actual or threatened infringement, misappropriation, or breach of its intellectual-property or confidentiality rights (Sections 7, 9, and 10) in the state or federal courts located in Indiana, without posting a bond. Except where prohibited by law and other than for personal injury or wrongful death, any claim must be filed within one (1) year after it accrues. In any action to enforce Sections 7, 9, or 10, the prevailing party is entitled to its reasonable attorneys’ fees and costs.
24. Export Controls and Sanctions
You represent that you and your Organization Users are not located in, and will not use Studio in or for the benefit of, any country or region subject to a U.S. Government embargo or designated as terrorist-supporting, and are not on any U.S. Government restricted-party list. You will comply with all applicable export-control and sanctions laws.
25. U.S. Government End Users
Studio is “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202. Any use, reproduction, or disclosure by or on behalf of the U.S. Government is subject to these Terms.
26. Accessibility
We are committed to making Studio accessible and work toward conformance with recognized accessibility standards (such as WCAG 2.1 AA). If you have difficulty accessing any part of Studio, contact us at support@mirridiabetes.com.
27. Miscellaneous
Entire agreement; order of precedence. These Terms, together with the Studio Privacy Policy and any Order Form, are the entire agreement regarding Studio and supersede all prior agreements. In case of conflict, a signed Business Associate Agreement controls as to protected health information; then a signed Order Form or master agreement; then the Studio Privacy Policy as to the collection, use, and disclosure of information; then these Terms.
Severability; separate covenants. Each restriction in Sections 7 and 9 is a separate and independent covenant. If any provision is held unenforceable, it will be severed and the remainder will remain in effect, enforced to the fullest extent permitted.
No waiver. Our failure to enforce any provision is not a waiver.
Assignment. You may not assign these Terms without our prior written consent; we may assign them, including in connection with a merger, acquisition, or sale of assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
Notices. We may provide notices in Studio or by email; you may send notices to us at support@mirridiabetes.com or Mirri Diabetes LLC, 300 Main St., Ste. 900, Lafayette, IN 47901, United States.
Independent contractors; no third-party beneficiaries. The parties are independent contractors. Except for the Mirri Parties (who may enforce the disclaimers, limitations, and releases that reference them), there are no third-party beneficiaries.
Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation.”
28. Contact Us
Questions about these Terms? Contact us at:
Mirri Diabetes LLC
300 Main St., Ste. 900
Lafayette, IN 47901, United States
Mirri Diabetes