Terms of Service

1. Introduction and Acceptance of Terms

Welcome to MiriConnect. These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and MiriConnect ApS, a company registered in Copenhagen, Denmark ("MiriConnect," "we," "us," or "our").

By accessing, downloading, installing, or using any MiriConnect mobile applications (iOS and Android), web-based services, administration portals, API gateways, or any related services, documentation, and support (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are accepting these Terms on behalf of a healthcare organization, clinic, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use the Services.

2. Description of Services

MiriConnect provides a comprehensive mobile and web interface for accessing MIRI Timelapse incubator systems used in fertility and reproductive medicine clinics. Our Services include:

2.1 Mobile Applications

• iOS Application: Native mobile application available through the Apple App Store
• Android Application: Native mobile application available through Google Play Store

2.2 Web Services

• Administration Portal: Web-based clinic and user management interface
• SuperAdmin Dashboard: Enterprise management and monitoring tools
• API Gateway: Secure data transmission infrastructure connecting to MIRI Timelapse backend systems

2.3 Core Features

• Patient management including profile viewing, contact information, and diagnostic records
• Treatment tracking with doctor and embryologist assignments
• Timelapse image viewing with embryo annotations and selected frame access
• Medical data viewing for medications, oocyte quality, culture types, insemination, and results
• Multi-clinic and multi-location support
• Role-based access control (User, Admin, SuperAdmin)
• Secure in-app messaging systems

2.4 Future Services

MiriConnect may introduce additional features, integrations, artificial intelligence capabilities, machine learning tools, predictive analytics, third-party integrations, or other enhancements. Such new features shall be subject to these Terms unless otherwise specified in supplementary terms provided at the time of their introduction.

3. Eligibility and User Categories

3.1 General Eligibility

The Services are exclusively designed for use by licensed medical professionals, authorized healthcare personnel, and clinic administrative staff within fertility and reproductive medicine facilities. By using the Services, you represent and warrant that:

• You are at least 18 years of age
• You are authorized by your healthcare organization to access patient data through the MIRI Timelapse system
• You hold any required professional licenses or certifications in your jurisdiction
• You will comply with all applicable medical regulations, privacy laws, and professional codes of conduct

3.2 User Roles

• Users: Healthcare professionals with access to assigned patient data and clinic resources
• Clinic Administrators: Authorized personnel with additional capabilities to manage clinic users, send invitations, and configure clinic settings
• SuperAdmins: MiriConnect-authorized personnel with access to enterprise-level management, including multi-clinic oversight, subscription management, gateway provisioning, and system-wide broadcasting

4. Subscription Tiers and Limitations

4.1 Available Plans

MiriConnect offers the following subscription tiers:

• Basic Plan: Up to 5 user accounts per clinic
• Pro Plan: Up to 20 user accounts per clinic
• Enterprise Plan: Unlimited user accounts with advanced administrative features

4.2 Subscription Terms

• Subscriptions are billed in advance on a monthly or annual basis as selected at the time of purchase
• User limits are enforced at the clinic level; exceeding limits requires an upgrade to a higher tier
• Feature availability may vary by subscription tier
• MiriConnect reserves the right to modify subscription pricing with 30 days' notice
• Refunds are handled in accordance with our Refund Policy and applicable consumer protection laws

4.3 Free Trials and Promotional Offers

Free trials or promotional subscriptions may be offered at MiriConnect's discretion. Such offers are subject to specific terms disclosed at the time of the offer and do not create any obligation for continued free access.

5. User Accounts and Security

5.1 Account Registration

To access the Services, you must create an account using valid credentials. Account creation may be initiated through clinic administrator invitation or direct registration where permitted.

5.2 Authentication Requirements

Given the sensitive nature of medical data, MiriConnect implements mandatory security measures:

• Primary Authentication: Email and password through our secure authentication service
• Multi-Factor Authentication (MFA): Time-based one-time password (TOTP) enrollment is mandatory for all users
• Biometric Authentication: Support for device biometrics (Face ID, Touch ID, fingerprint) where available
• App-Level PIN: Secondary PIN protection for application access
• Session Management: Automatic session timeout and app lock for inactive sessions

5.3 User Responsibilities

You are solely responsible for:

• Maintaining the confidentiality of all account credentials, including passwords, PINs, and MFA devices
• Ensuring biometric authentication is properly configured on your personal device only
• All activities occurring under your account, whether authorized by you or not
• Immediately notifying MiriConnect and your clinic administrator of any unauthorized access or security breach
• Not sharing credentials or allowing others to access the Services through your account
• Logging out from shared or public devices

6. Acceptable Use Policy

6.1 Permitted Use

The Services are provided solely for legitimate healthcare purposes within the scope of fertility and reproductive medicine practice. Permitted uses include:

• Accessing and reviewing patient records for treatment purposes
• Monitoring embryo development through timelapse imagery
• Documenting medical observations and treatment data
• Coordinating care between authorized healthcare team members
• Administrative management of clinic operations

6.2 Prohibited Activities

You expressly agree not to:

• Share account credentials with any unauthorized individuals
• Access patient data beyond your authorized scope or for non-medical purposes
• Attempt to bypass, circumvent, or disable any security measures or authentication protocols
• Reverse engineer, decompile, disassemble, or attempt to extract source code from the Services
• Use automated systems, bots, scrapers, or similar tools to access the Services
• Introduce malware, viruses, or other malicious code
• Interfere with or disrupt the Services, servers, or networks
• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Copy, distribute, or disclose any patient data or confidential information to unauthorized parties
• Use patient data for research, marketing, or any purpose beyond direct patient care without proper consent and ethical approval
• Sublicense, resell, or provide access to the Services to third parties
• Remove, alter, or obscure any proprietary notices or labels

7. Medical and Healthcare Disclaimers

7.1 Nature of Services

MiriConnect is a data visualization, access, and management tool designed to facilitate healthcare professionals' access to MIRI Timelapse incubator data. The Services are intended as a supplementary tool for qualified medical professionals and are not designed to replace or substitute professional medical judgment, diagnosis, or treatment.

7.2 No Medical Advice

MiriConnect does not provide medical advice, diagnosis, or treatment recommendations. All clinical decisions must be made by qualified healthcare professionals based on:

• Their professional training, expertise, and judgment
• Direct patient examination and consultation
• The complete clinical picture including data from multiple sources
• Applicable clinical guidelines and standards of care

7.3 AI and Automated Features Disclaimer

If and when MiriConnect introduces artificial intelligence, machine learning, or other automated analysis features, such features are provided as decision-support tools only. Any AI-generated insights, predictions, scores, or recommendations:

• Must be independently verified by qualified healthcare professionals
• Should not be relied upon as the sole basis for clinical decisions
• May contain errors or limitations that require professional interpretation
• Do not replace the need for professional medical evaluation

7.4 Data Accuracy

While MiriConnect strives to accurately display and transmit data from MIRI Timelapse systems, we do not guarantee the accuracy, completeness, or timeliness of displayed information. Users are responsible for:

• Verifying critical information through direct observation or alternative means
• Reporting any suspected data discrepancies or display errors
• Not relying solely on the Services for time-critical medical decisions

7.5 Regulatory Classification

MiriConnect is designed as a data access and visualization interface. The classification of the Services under medical device regulations may vary by jurisdiction. Users are responsible for ensuring their use of the Services complies with applicable medical device regulations, clinical practice guidelines, and institutional policies in their jurisdiction.

8. Data Ownership and Privacy

8.1 Patient Data Ownership and Data Flow

All patient data accessed through MiriConnect remains the exclusive property of the originating healthcare clinic and/or patients, subject to applicable laws and patient rights:

• MiriConnect does not claim any ownership rights to patient medical data
• Patient data is stored exclusively on your clinic's MIRI Timelapse systems
• Data is streamed in real-time—not downloaded, cached, or stored by MiriConnect
• Patient medical data is not stored locally on user devices
• Our gateway facilitates secure, encrypted streaming without data retention
• Your clinic maintains complete control over all medical data at all times

8.2 Data Processing

MiriConnect processes data necessary to provide the Services, including:

• User account information and authentication data
• Usage logs and analytics for service improvement
• Technical data necessary for app functionality
• Communication preferences and notification tokens

8.3 GDPR Compliance

MiriConnect is committed to compliance with the European Union General Data Protection Regulation (GDPR) and other applicable data protection laws. Our data processing activities are conducted in accordance with the following principles:

• Lawfulness, Fairness, and Transparency: Data is processed lawfully, fairly, and transparently
• Purpose Limitation: Data is collected for specified, explicit, and legitimate purposes
• Data Minimization: Only data necessary for the specified purposes is collected
• Accuracy: Reasonable steps are taken to ensure data accuracy
• Storage Limitation: Data is retained only as long as necessary
• Integrity and Confidentiality: Appropriate security measures protect data

For detailed information about our data processing practices, please refer to our Privacy Policy. For healthcare clinics acting as data controllers, we offer Data Processing Agreements (DPAs) upon request.

8.4 Data Security

MiriConnect implements robust security measures to protect data:

• TLS 1.3 encryption for all data transmissions
• Encrypted credential storage using platform keychain services
• Secure gateway infrastructure mediating all data access
• Regular security audits and penetration testing
• Access logging and audit trails

9. Third-Party Services and Integrations

9.1 Third-Party Service Providers

MiriConnect utilizes reputable third-party service providers to deliver and enhance the Services. These include:

• Cloud Infrastructure Providers: For authentication, database services, serverless computing, push notifications, and analytics
• App Distribution Platforms: Apple App Store (iOS) and Google Play Store (Android) for application distribution
• Security Service Providers: For encryption, monitoring, and threat detection

All third-party providers are carefully selected based on their security practices, compliance certifications, and data protection standards. A current list of sub-processors is available upon request.

9.2 Third-Party Terms

Your use of the Services may be subject to additional terms from third-party providers, including the terms of service of the app stores through which you download our applications. By using the Services, you acknowledge and agree to comply with applicable third-party terms.

9.3 Future Integrations

MiriConnect may introduce integrations with additional third-party services, electronic health record systems, laboratory information systems, or other healthcare platforms. Such integrations will be subject to additional terms and user consent where required.

10. Device Permissions

The mobile applications require certain device permissions to function properly:

10.1 iOS Permissions

• Push Notifications: To receive alerts and updates
• Biometric Authentication (Face ID/Touch ID): For secure app access
• Network Access: To communicate with MiriConnect services

10.2 Android Permissions

• Internet: To access MiriConnect services
• Network State: To monitor connectivity
• Biometric/Fingerprint: For secure authentication
• Vibrate: For notification feedback

You may deny certain permissions, but this may limit functionality. All permissions are used solely for the stated purposes and in accordance with our Privacy Policy.

11. Intellectual Property Rights

11.1 MiriConnect Intellectual Property

MiriConnect and its licensors retain all right, title, and interest in and to the Services, including but not limited to:

• All software, code, algorithms, and technical implementations
• User interface designs, graphics, and visual elements
• Trademarks, logos, and brand identities
• Documentation, training materials, and content
• Any improvements, modifications, or derivative works
• Patents, copyrights, trade secrets, and other intellectual property rights

11.2 Limited License

Subject to your compliance with these Terms, MiriConnect grants you a limited, non-exclusive, non-transferable, revocable license to:

• Download and install the mobile applications on authorized devices
• Access and use the Services for their intended purpose

This license does not include the right to modify, distribute, sublicense, or create derivative works based on the Services.

11.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Services, you grant MiriConnect a perpetual, worldwide, royalty-free license to use, modify, and incorporate such feedback without obligation to you.

12. Service Availability and Support

12.1 Availability

MiriConnect strives to maintain high availability of the Services. However, we do not guarantee uninterrupted, error-free, or secure access. The Services may be temporarily unavailable due to:

• Scheduled maintenance and updates (we will endeavor to provide advance notice)
• Emergency repairs or security patches
• Third-party service outages
• Network or infrastructure issues
• Circumstances beyond our reasonable control

12.2 Service Level

Enterprise subscribers may be eligible for Service Level Agreements (SLAs) with specific uptime commitments and support response times. Contact us for details.

12.3 Updates and Changes

MiriConnect may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice of material changes where feasible. Continued use of the Services following changes constitutes acceptance of those changes.

13. Force Majeure

MiriConnect shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to:

• Natural disasters, acts of God, or severe weather events
• War, terrorism, civil unrest, or armed conflict
• Epidemic, pandemic, or public health emergencies
• Government actions, regulations, or orders
• Labor disputes, strikes, or industrial action
• Power outages or telecommunications failures
• Cyberattacks, hacking, or denial of service attacks
• Third-party service provider failures

In such events, MiriConnect will use reasonable efforts to resume normal service as soon as practicable.

14. Limitation of Liability

14.1 Exclusion of Certain Damages

To the maximum extent permitted by applicable law, MiriConnect, its officers, directors, employees, agents, and affiliates shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Costs of procurement of substitute services
• Personal injury or property damage
• Damages arising from clinical decisions made using the Services
• Damages resulting from unauthorized access to your account

14.2 Liability Cap

In no event shall MiriConnect's total aggregate liability to you for all claims arising from or related to the Services exceed the greater of: (a) the amount you paid for the Services in the twelve (12) months preceding the claim, or (b) one hundred euros (EUR 100).

14.3 Essential Purpose

The limitations in this section apply regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and even if MiriConnect has been advised of the possibility of such damages. These limitations shall apply even if any limited remedy fails of its essential purpose.

15. Indemnification

You agree to indemnify, defend, and hold harmless MiriConnect, its officers, directors, employees, agents, licensors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws, regulations, or professional standards
• Your infringement of any third-party rights
• Any clinical decisions or medical actions taken based on information accessed through the Services
• Any data breach resulting from your failure to maintain account security
• Your negligence or willful misconduct

16. Term and Termination

16.1 Term

These Terms remain in effect from your first use of the Services until terminated by either party.

16.2 Termination by You

You may terminate your account at any time by contacting your clinic administrator or MiriConnect support. Clinic administrators may terminate their organization's subscription in accordance with the applicable subscription terms.

16.3 Termination by MiriConnect

MiriConnect may suspend or terminate your access to the Services at any time, with or without cause, and with or without notice, including for:

• Violation of these Terms or the Acceptable Use Policy
• Non-payment of subscription fees
• Request by your clinic administrator
• Security concerns or suspected unauthorized access
• Legal or regulatory requirements
• Discontinuation of the Services

16.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You must delete all copies of the mobile applications from your devices
• MiriConnect may delete your account data in accordance with our data retention policies and applicable laws
• Provisions that by their nature should survive termination (including intellectual property, limitation of liability, indemnification, and dispute resolution) shall survive

17. Dispute Resolution and Governing Law

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17.2 Informal Resolution

Before initiating formal dispute resolution, you agree to first contact MiriConnect at legal@miriconnect.com to attempt to resolve any dispute informally. Most concerns can be resolved quickly and satisfactorily through direct communication.

17.3 Jurisdiction

Any disputes that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark. You consent to personal jurisdiction in Denmark for any actions arising from or relating to these Terms or the Services.

17.4 Alternative Dispute Resolution

For enterprise customers, MiriConnect may agree to alternative dispute resolution mechanisms, including mediation or arbitration, as specified in the applicable enterprise agreement.

17.5 Class Action Waiver

To the extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

18. Changes to Terms

MiriConnect reserves the right to modify these Terms at any time. When we make material changes:

• We will update the "Last updated" date at the top of this page
• We will notify you via email and/or through prominent notice within the Services
• For material changes, we will provide at least 30 days' notice before the changes take effect

Your continued use of the Services after the effective date of revised Terms constitutes your acceptance of those changes. If you do not agree to the revised Terms, you must stop using the Services before the changes take effect.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any additional terms for specific features, constitute the entire agreement between you and MiriConnect regarding the Services and supersede all prior agreements and understandings.

19.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19.3 Waiver

The failure of MiriConnect to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without MiriConnect's prior written consent. MiriConnect may assign these Terms freely in connection with a merger, acquisition, corporate reorganization, or sale of assets.

19.5 Notices

Notices to you may be provided via email, in-app notifications, or other means reasonably designed to reach you. Notices to MiriConnect must be sent to legal@miriconnect.com.

19.6 Language

These Terms are drafted in English. If these Terms are translated into other languages, the English version shall prevail in case of any discrepancy.

20. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

For privacy-related requests, including data access, correction, or deletion requests under GDPR or other applicable laws, please contact privacy@miriconnect.com.