Last Revised: April 10, 2023
MirrorAR End User Subscription Agreement (EUSA)
PLEASE READ THIS End User Subscription Agreement (EUSA) CAREFULLY BEFORE YOU SUBMIT YOUR INFORMATION TO START USING THE MIRRORAR PRODUCTS (the "MIRRORARTM
PRODUCT") MADE AVAILABLE TO
YOU AS PART OF THIS FREE TRIAL. THESE TERMS AND CONDITIONS ENTERED INTO BY YOU AND MIRRORAR LLC.
REFERRED TO AS THE "AGREEMENT." UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS SHALL
MEANINGS SET FORTH
IN SECTION 7 BELOW.
BY ACCEPTING, YOU ARE AGREEING ON BEHALF OF THE ENTITY OBTAINING THE MIRRORAR PRODUCT
THAT COMPANY WILL
BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND CERTIFYING THAT YOU HAVE THE AUTHORITY TO BIND COMPANY.
COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND
THIS AGREEMENT, DO NOT CLICK TRY TO ACCESS AND/OR USE THE MIRRORAR PRODUCTS IN ANY MANNER.
UNLESS AND UNTIL COMPANY HAS AGREED TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, COMPANY HAS NOT
LICENSEE OF, AND IS NOT AUTHORIZED TO ACCESS AND/OR USE, THE MIRRORAR PRODUCT. THE "EFFECTIVE
AGREEMENT IS THE DATE YOU ARE SENT THE FREE TRIAL ACCESS INFORMATION VIA EMAIL OR ANY OTHER SOFTWARE
- Scope of License and Related Terms.
On-Demand Services. MIRRORAR will make the MIRRORAR Product available to
MIRRORAR's online, Web-based platform and mobile applications that are hosted by MIRRORAR, or a
third-party hosting facility designated by MIRRORAR and provided as a service (known as the
License Grant. During the Evaluation Period, MIRRORAR grants to Company a
non-exclusive, revocable and
non-transferable right to use the MIRRORAR Product solely for the purpose of internally
suitability of the MIRRORAR Product for Company's internal business purposes.
Third-Party Software. The MIRRORAR Product utilizes or includes certain Third
use of the MIRRORAR Product, including all Third Party Software accessible via APIs, is governed
applicable Third-Party Software terms and conditions. A listing of Third-Party Software licenses
notices can be found at:MIRRORAR 3-Party Software Link. Company understands and agrees that any
Data exchanged with Third-Party Software is governed by that provider's respective privacy
Company Responsibilities. Company shall: (a) use commercially reasonable
access to or use of the MIRRORAR Product, and (b) notify MIRRORAR in writing immediately of any
unauthorized use of, or access to, the MIRRORAR Product or any user account or password thereof.
Use Restrictions. Company shall not, directly or indirectly: (a) sublicense,
distribute, market, commercialize or otherwise transfer rights or usage to the MIRRORAR Product
modified version or derivative work of the MIRRORAR Product created by or for Company, (b)
MIRRORAR Product, or any modified version or derivative work of the MIRRORAR Product created by
Company, on a timesharing, service bureau or other similar basis, (c) remove or alter any
trademark or proprietary notice in the MIRRORAR Product, (d) develop Forked Software, (e) copy
features, functions or graphics of the MIRRORAR Product for any purpose other than what is
authorized in this Agreement, (f) use or modify the MIRRORAR Product in any way that would
MIRRORAR Product, in whole in or in part, to a Copyleft License, (g) send, store, or authorize a
party to send or store spam, unlawful, infringing, obscene or libelous material, or malicious
attempt to gain unauthorized access to, or disrupt the integrity or performance of, the MIRRORAR
Product, (i) use any intellectual property rights protected by applicable laws and contained in
accessible through the MIRRORAR Product for the purpose of building a competitive product or
copying its features or user interface, (j) use the MIRRORAR Product, or permit it to be used,
purposes of product benchmarking or other comparative analysis intended for publication without
MIRRORAR's prior written consent.
Suggestions. Company may, from time to time, provide suggestions, enhancement
feature requests or
other feedback to MIRRORAR with respect to the MIRRORAR Property (as defined below) or other
products, services or related documentation (whether or not such is disclosed or delivered by
to Company under this Agreement) (collectively, "Feedback"). Company agrees
Feedback is and
shall be given by Company entirely voluntarily. MIRRORAR shall be free to use, disclose,
license or otherwise distribute and exploit the Feedback in its discretion, without restriction
obligation of any kind or nature. Feedback, even if designated as confidential by Company, shall
create any obligation of confidentiality for MIRRORAR, unless MIRRORAR expressly agrees so in
- Proprietary Rights and Data.
Ownership. MIRRORAR owns all right, title and interest, including all
property rights, in
and to the MIRRORAR Product, and all Modifications thereto (collectively, the "MIRRORAR
Company hereby does and will assign to MIRRORAR all right, title and interest worldwide in the
intellectual property rights embodied in any and all Modifications. To the extent any of the
title and interest are not assignable by Company to MIRRORAR, Company grants and agrees to grant
MIRRORAR an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license
rights to sublicense through multiple tiers of sublicensees) under Company's intellectual
rights to use, disclose, reproduce, license, sell, offer for sale, distribute, import and
exploit the Modifications in its discretion, without restriction or obligation of any kind or
Except as expressly stated otherwise in this Agreement, MIRRORAR retains all of its right, title
ownership interest in and to the MIRRORAR Property, and no other intellectual property rights or
rights are granted by MIRRORAR to Company under this Agreement, either expressly or by
estoppel or otherwise, including, but not limited to, any rights under any of MIRRORAR's or its
Business Information; Company Data. Company agrees to allow MIRRORAR and its
to store and use
Company business contact information, including names, business phone numbers, and business
addresses, anywhere it does business that is provided by Company to MIRRORAR. Such information
processed and used in connection with MIRRORAR's business relationship, and may be provided to
contractors acting on MIRRORAR's behalf for uses consistent with MIRRORAR's business
the extent that (i) Company data is input into or resides in the MIRRORAR Product as part of
evaluation (the "Company Data") and (ii) the Company Data contains personal
individual ("Data"), MIRRORAR will process that Data only as a Data Processor
Company (as the Data Controller) and in accordance with the requirements of this Agreement.
Company's Compliance with Privacy Laws; Purpose Limitation. Company will at all
comply in full with
the requirements of any applicable privacy and data protection laws (including where applicable,
European Union Directives 95/46/EC and 2002/58/EC and any national implementation(s) of them) to
it is subject as a Data Controller ("Applicable Privacy Law(s)"). MIRRORAR will
the Data in
accordance with Company's instructions under Applicable Privacy Law(s) and will not: (a) assume
responsibility for determining the purposes for which and the manner in which the Data is
(b) process the Data for its own purposes.
HIPAA and PHI in Relation to MIRRORAR Products. Company understands and
that neither the
service provided on-demand nor the MIRRORAR Products or systems used under the Trial Agreement
configured to receive and store personal health information ("PHI"), as that term is defined
Health Insurance Portability and Accountability Act ("HIPAA") and that MIRRORAR is neither a
Entity" nor a "Business Associate," as those terms are defined in HIPAA. As such, Company
use the service or provide access to or submit any PHI to MIRRORAR when requesting technical
support services, in either case, to, directly or indirectly, submit, store or include any PHI
of the Company Data. Company agrees that MIRRORAR may terminate this Agreement immediately, if
is found to be in violation of this Section.
Usage Data. In the course of providing Company with the services contemplated
may collect, use, process and store diagnostic and usage related content from the computer,
or other devices the Company uses to access the MIRRORAR Product or service. This may include,
not limited to, IP addresses and other information like internet service, location, the type of
and modules that are used and/or accessed (the "Usage Data"). Usage Data does
Company Data. Company agrees that MIRRORAR may process Usage Data to create and compile
aggregated datasets and/or statistics about the MIRRORAR products or services in order to: (a)
and improve the performance and integrity of MIRRORAR products or services, (b) understand which
MIRRORAR products or services are most commonly deployed and preferred by customers and how
interact with MIRRORAR products or services, (c) identify the types of MIRRORAR services that
require additional maintenance or support, and (d) comply with all regulatory, legislative
contractual requirements, provided in each case that such aggregated datasets and statistics
enable Company or any living individual to be identified.
- Term and Termination.
- Term. This Agreement commences on the Effective Date and continues for a period
fourteen (14) days
thereafter ("Evaluation Period"), unless terminated sooner pursuant to Section
- Termination. Either party may terminate this Agreement at any time by providing
minimum of two (2) days
written notice to the other party. Additionally, either party may terminate this Agreement if
party: (a) materially breaches its obligations hereunder and, where such breach is curable, such
remains uncured for two (2) days following written notice of the breach, or (b) becomes the
petition in bankruptcy or any other proceeding relating to insolvency, receivership,
assignment for the benefit of creditors.
- Effect of Termination or Expiration. Upon any expiration termination of this
first, (a) the rights granted under this Agreement will be immediately revoked and MIRRORAR may
immediately deactivate Company's free trial account; (b) the Company Data will be deleted by
from the MIRRORAR Product; and (c) the return or destruction of Confidential Information will be
as contemplated in the final sentence of Section 4. Sections 1.5, 1.6, 2, 3.3, 4, 5 and 6
termination or expiration of this Agreement.
Confidentiality. The parties acknowledge that in the course of performing their
under this Agreement,
each may receive Confidential Information. Each party covenants and agrees that neither it nor its
employees, officers, directors or representatives will disclose or cause to be disclosed any
Information of the Disclosing Party, except (a) to those employees, representatives, or contractors of
Receiving Party who require access to the Confidential Information to exercise its rights under this
and who are bound by written agreement, with terms at least as restrictive as these, not to disclose
confidential or proprietary information disclosed to such party, or (b) as such disclosure may be
law or governmental regulation, subject to the Receiving Party providing to the Disclosing Party written
to allow the Disclosing Party to seek a protective order or otherwise prevent the disclosure. Nothing in
Agreement will prohibit or limit the Receiving Party's use of information: (i) previously known to it
obligation of confidence, (ii) independently developed by or for it without use of or access to the
Party's Confidential Information, (iii) acquired by it from a third party that is not under an
confidence with respect to such information, or (iv) that is or becomes publicly available through no
this Agreement. The Receiving Party acknowledges the irreparable harm that improper disclosure of
Information may cause; therefore, the injured party is entitled to seek equitable relief, including
restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any
violation or threatened violation of this Section. The terms of this Agreement, Original Code and the
sequence and organization of the MIRRORAR Product are Confidential Information of MIRRORAR or its
Within five (5) days after a Disclosing Party's request, the Receiving Party shall return or destroy the
Disclosing Party's Confidential Information; provided, however, that the Receiving Party shall be
retain archival copies of the Confidential Information of the Disclosing Party solely for legal,
compliance purposes unless otherwise prohibited by law.
- Disclaimer of Warranties; Limitation of Liability.
- Disclaimer of Warranties. THE MIRRORAR PRODUCT IS PROVIDED TO COMPANY ON AN "AS
CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. MIRRORAR'S PRODUCT OR SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT
USE OF THE INTERNET AND MIRRORAR IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING
LIMITATIONS OR ISSUES.
- Limitation on Damages. EXCEPT FOR A BREACH BY COMPANY OF SECTIONS 1.2, 1.5 OR
EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL,
PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT
THE EXTENT PROHIBITED BY APPLICABLE LAW AND IN NO EVENT SHALL MIRRORAR'S LIABILITY ARISING OUT
RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY,
THE AGGREGATE, THE AMOUNT OF $100.
- United States Government Users. The MIRRORAR Product and related Modifications
fully developed at
private expense and are commercial computer software as defined in FAR 2.101. Any related
technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS
rights conferred in the MIRRORAR Product, related documentation, technical data, services, or
deliverable to the United States Government are specified in this Agreement. All other uses are
prohibited and no ownership rights are conferred.
- Export Compliance. Company acknowledges and agrees that the MIRRORAR Product is
to all applicable
export control laws and regulations, including, without limitation, those of the United States
Government. Company shall strictly comply with all applicable export control laws and
related to the MIRRORAR Product, including, without limitation, U.S. Export Administration
15 C.F.R. Parts 730-774, and all licenses and authorizations issued under such laws and
Company agrees that it shall not, and shall cause its representatives, employees, agents,
and customers to agree not to, export, re-export, divert, release, transfer, or disclose any
MIRRORAR Product, or any direct product thereof, to any prohibited or restricted destination,
end-user, except in accordance with all relevant export control laws and regulations.
- Assignment. Company cannot assign any of its rights or obligations under this
Agreement, whether by
operation of law or otherwise, without the prior written consent of MIRRORAR. Subject to the
this Agreement shall bind and inure to the benefit of the parties, their respective successors
permitted assigns. Any attempted assignment in breach of this Section 6.3 shall be void.
- Relationship of the Parties. MIRRORAR and Company are independent contractors,
nothing in this
Agreement or any attachment hereto will create any partnership, joint venture, agency,
representative, or employment relationship between the parties.
- Choice of Law and Jurisdiction. This Agreement will be governed by and
accordance with the
laws of the State of Maryland and the federal U.S. laws applicable therein, excluding its
law provisions. Company and MIRRORAR agree to submit to the personal and non-exclusive
the courts located in Montgomery County, Maryland. The parties agree that the United Nations
on Contracts for the International Sale of Goods will not apply to this Agreement.
- Attorney's Fees. In any action related to this Agreement, if any party is
obtaining some or
all of the relief it is seeking or in defending against the action, the other party shall pay,
demand, the prevailing party's reasonable attorneys' fees and reasonable costs.
- Manner of Giving Notice. Notices regarding this Agreement shall be in writing
addressed to Company at
the address Company provides, or, in the case of MIRRORAR, when addressed to MIRRORAR LLC, Attn.
Counsel, 7803 Glenbrook Rd, Bethesda, MD 20814, USA. Notices regarding the MIRRORAR Product
general may be given by electronic mail to Company's e-mail address on record with MIRRORAR.
- Entire Agreement; Other Terms.This Agreement and any URLs referenced herein
agreement of the parties and supersede all prior discussions, emails and/or agreements between
parties and is intended to be the final expression of their Agreement. To the extent there is a
between this Agreement and any additional or inconsistent terms, the terms of this Agreement
prevail, unless expressly stated otherwise. No failure or delay in exercising any right
constitute a waiver of such right. The Agreement may not be modified or altered except by
instrument, and no amendment or waiver of any provision of this Agreement shall be effective
writing and signed (either manually or electronically) by an authorized representative of
MIRRORAR. If any provision of this Agreement is held by a court of competent jurisdiction to be
to law, such provision shall be modified by the court and interpreted so as best to accomplish
objectives of the original provision to the fullest extent permitted by law, and the remaining
provisions shall remain in effect. Except as otherwise provided, remedies specified herein are
addition to, and not exclusive of, any other remedies of a party at law or in equity.
- "Affiliate" means a company that is controlled by, under common control with or
controlling a party
during the period of such control.
- "Confidential Information" means information that one party (the
Party") provides to the
other party ("Receiving Party") during the term of this Agreement that is
writing at the
time of disclosure as confidential or that reasonably should be understood to be confidential
nature of the information and the circumstances of disclosure.
- "Copyleft License" means a software license that requires that information
for reproducing and
modifying such software must be made available publicly to recipients of executable versions of
software (see, e.g., GNU General Public License and http://www.gnu.org/copyleft/).
- "Data Controller" means the natural or legal person, public authority, agency
other body which
alone or jointly with others determines the purposes and means of the processing of personal
the purposes and means of processing are determined by national or European Community laws or
regulations, the controller or the specific criteria for his nomination may be designated by
European Community law.
- "Data Processor" means a natural or legal person, public authority, agency or
processes personal data on behalf of the Data Controller.
- "Forked Software" means modifications to any open source version of the
to develop a
separately maintained source code program (a) with features not present in the Original Code or
where modifications to the Original Code are not automatically integrated with the Original
- "Modifications" means any work based on or incorporating all or any portion of
including, without limitation, modifications, enhancements and customizations to the MIRRORAR
developed by MIRRORAR, Company, a third party on either such party's behalf or any combination
- "Original Code" means MIRRORAR Product source code.
- "Third-Party Software" means online, web-based applications and offline
products that are
developed by third parties, and may interoperate with the MIRRORAR Product, the use of which
governed by the applicable terms and conditions specified by such third party.