Last Updated: March 23, 2026Welcome to the Miris, Inc. website. These Terms of Use govern your access to and use of our website located at miris.com (the "Website"). By accessing or using the Website, you agree to be bound by these Terms of Use. If you do not agree to these terms, please do not use the Website.
This Terms of Service (“Terms”) is a binding agreement between Miris, Inc., a Delaware corporation (“Miris,” “we,” “us,” or “our”) and the customer entity agreeing to these Terms (“Customer” or “you”). By signing an Order Form or using the Miris 3D spatial streaming services and related SDKs (the “Services”), you agree to these Terms on behalf of the Customer entity. Customer Eligibility: The Services are offered exclusively for business or organizational use. You represent that you have authority to bind the Customer to these Terms. If you do not agree, do not use the Services.
2.1 “Customer Content” means any data, 3D assets (e.g. OpenUSD files), models, information, code, or other content that Customer or its end users supply to Miris or upload to the Services. This includes content uploaded for processing, as well as any associated metadata. Customer retains ownership of all Customer Content in the form provided to Miris.
2.2 “Miris Platform” means Miris’s software-enabled 3D spatial streaming platform, including processing pipelines, APIs, SDKs, and any Miris websites or dashboards used to access the Services.
2.3 “End User” means any individual or entity that ultimately accesses or views Customer’s 3D content via the Services (for example, visitors of Customer’s websites or users of Customer’s applications that include Miris’s SDK).
2.4 “Order Form” means a mutually executed ordering document or online order specifying the Services, subscription term, fees, and any custom terms.Other capitalized terms are defined in context or in the DPA (for data protection terms). For clarity, references to “including” mean “including without limitation,” and headings are for convenience only.
3.1 Access Rights: Subject to Customer’s compliance with the Agreement (including payment obligations), Miris grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the subscription term for Customer’s internal business purposes. Customer may permit its Affiliates and contractors to use the Services on Customer’s behalf, provided all such use remains in compliance with this Agreement and Customer is responsible for their actions. Miris reserves all rights not expressly granted.
3.2 Service Performance: Customer acknowledges that Miris’s Services rely on third-party infrastructure (including cloud compute, storage, and content delivery networks provided by providers such as CoreWeave and AWS) and public internet networks. Consequently, Service performance (e.g. processing speed, streaming latency, availability) may depend on factors outside Miris’s direct control, such as the uptime of third-party data centers and network conditions. No Guarantee: Miris does not guarantee continuous or error-free availability of the Services, or any specific performance metrics, absent a separate Service Level Agreement in an Order Form. Miris is not liable for outages or performance issues attributable to third-party providers or the public internet. You acknowledge that Miris is not responsible for the acts or omissions of unaffiliated network providers or other third-party services.
3.3 Changes and Updates: Miris may continuously improve and modify the Services. We may deploy updates, bug fixes, or changes to the Service from time to time. We will use reasonable efforts to notify Customers of material changes. If any change materially reduces core functionality or features, Customer may terminate the affected Service with 30 days’ notice. Use of any new features or beta offerings is subject to the Beta Services Addendum and any additional terms provided. Miris may discontinue or replace any portion of the Services by providing advance notice to Customer when feasible; Miris will have no liability for any such modifications or discontinuance of features in the absence of a separate contractual commitment to provide them.
4.1 Acceptable Use: Customer and its End Users shall use the Services only for lawful purposes, in accordance with the Agreement and any applicable documentation. Prohibited Uses: Customer may not (and may not allow any third party to):
Illegal Content: Use the Services to transmit, store, or distribute content that is illegal, infringing, defamatory, or that violates the rights of others (including intellectual property and privacy rights). This includes, without limitation, malware, viruses, illegal pornography, or content that promotes violence or unlawful activities.
Security Violations: Disrupt or compromise the integrity or security of the Services or any network, device, or data of any other user or third party. You will not attempt to bypass or disable any security or technical measures of the Services, reverse engineer the Service software, or probe/vulnerability test the Miris Platform without authorization.
Service Abuse: Use the Services to launch or facilitate denial-of-service attacks, spam, or any activity that overloads or interferes with the normal functioning of the Services or our underlying infrastructure. You will not use the Services to operate a service bureau or resell the Services to unauthorized third parties without Miris’s consent.
Usage Limits: Exceed or circumvent any API call limits, storage or bandwidth quotas, or other usage restrictions communicated by Miris, including by automated means. You shall not use bots or scripts to automate excessive requests to the Service, or otherwise use the Services in a manner intended to avoid incurring fees or to improperly access resources.
Protected Data Restrictions: Without Miris’s express written consent, do not use the Services to process any highly sensitive personal data that would impose specific data security or compliance obligations on Miris beyond standard business contact or end-user technical data. For example, you will not intentionally use Miris for protected health information under HIPAA, or any data subject to strict sectoral regulations, unless explicitly agreed.
Miris may publish a more detailed Acceptable Use Policy (“AUP”) from time to time, which will further delineate prohibited uses. Customer agrees to regularly review and ensure compliance with the AUP (if provided or referenced on our website).
4.2 Credentials and Security: Customer is responsible for maintaining the confidentiality of any API keys, SDK credentials, passwords, or other access tokens provided by Miris (collectively, “Credentials”). Any activities undertaken using Customer’s Credentials will be deemed authorized by Customer. Notification: Customer must promptly notify Miris of any loss, theft, or unauthorized use of its Credentials or any security breach relating to the Services. Miris may suspend or reset Credentials that it reasonably believes have been compromised, with notice to Customer.
5.1 License to Customer Content: Customer hereby grants Miris a worldwide, non-exclusive, royalty-free license to host, reproduce, transmit, and process Customer Content for the purpose of providing the Services and fulfilling Miris’s obligations under this Agreement. This includes the right to make copies of Customer’s digital assets as needed to convert them into optimized streaming formats, to store and cache such content on Miris’s and its cloud providers’ servers, and to distribute the content to End Users via progressive adaptive streaming. The license also permits Miris to modify and create derivative works of Customer Content as necessary for format optimization, compression, encryption, or other processing steps required to deliver the Services (e.g. converting an uploaded OpenUSD model into streamable meshes or point clouds). These derivatives are considered part of Customer Content, and (as between the parties) Customer retains all ownership of the original and processed content.
5.2 Customer Obligations – Rights and Compliance: Customer represents and warrants that it has obtained and will maintain all necessary rights, consents, and permissions to provide the Customer Content to Miris and to grant the license above. Customer is solely responsible for the accuracy, quality, and legality of Customer Content. Prohibited Content: Customer will not upload or provide any Customer Content that (a) infringes or misappropriates any third-party intellectual property or proprietary rights, (b) violates any person’s privacy or data protection rights, or (c) violates any applicable law or regulation. Miris is not responsible for any Customer Content that violates the foregoing, and Customer will indemnify Miris for any third-party claims arising from such content (see Indemnification section below).
5.3 Miris’s Use of Content for Improvements: Default Opt-In. Customer agrees that Miris may collect and use Customer Content and related telemetry data to maintain, optimize, and improve the Services, including by training and tuning algorithms, machine learning models, or other analytic tools using Customer Content and End User interactions with the Services. For example, Miris may analyze how 3D assets are used or streamed to enhance compression techniques or may use uploaded assets to train AI models for spatial content optimization. By default, and except as otherwise stated in an Order Form or account setting, Customer grants Miris the right to perform such processing on Customer Content and data. Miris will not disclose any Customer Content to other customers or third parties in a manner that identifies Customer or any individual, and any machine learning or analytic output that does not contain Customer’s proprietary information will be owned by Miris (“Service Analytics”). Miris retains all right, title, and interest in and to aggregated service usage data, performance metrics, and learnings derived from providing the Services (“Usage Data”), which Miris may use for any business purpose, including product improvement and benchmarking. To the extent such Usage Data includes personal data, Miris will process it in accordance with the Privacy Policy and Data Processing Addendum, and, where applicable, treat it as Miris’s own data (acting as an independent controller for improvement-related processing).
Opt-Out: If Customer does not wish to allow use of its Content or telemetry for Miris’s product improvement or training purposes, Customer may opt out via the controls provided in the Miris account settings or as otherwise set forth in an Order Form. Such opt-out will not affect Miris’s processing of Customer Content strictly to provide the Services (for which Miris remains a data processor on Customer’s behalf per the DPA) but will disable or exclude that Content from Miris’s internal model training or analytic routines. Miris will not discriminate in the level of Services provided to Customer for opting out, but certain new features that rely on learned improvements may not be available. By entering into this Agreement without opting out, Customer acknowledges and instructs that Miris’s processing of data for improvement purposes is authorized.
5.4 Network and Telemetry Data: In the course of providing the Services, Miris will collect telemetry and usage data from the Miris Platform and SDKs, such as API request logs, streaming performance statistics, and End User device information (excluding any user identifiers other than as needed for network communications). Customer agrees that Miris may collect, analyze, and use this data to monitor the Service and improve Miris’s offerings. As between the parties, such telemetry and network data are considered part of the Usage Data owned by Miris, subject to applicable law. If any personal data is contained therein, Miris will handle it per the Privacy Policy and DPA.
6.1 Third-Party Components: The Services may integrate or rely on third-party services, software, or content that Miris does not own or control (for example, cloud hosting by AWS). If Customer elects to use any third-party software or service in conjunction with Miris (e.g., a third-party cloud storage plugin or an integration provided via the Miris API), any such third-party services are provided pursuant to the third party’s terms and privacy policies. No Warranty on Third-Party Services: Miris makes no representations or warranties regarding, and assumes no liability for, any third-party services, products, or content, including their availability, security, or reliability. Any dealings between Customer and a third-party provider are solely between Customer and that provider.
6.2 Use of Infrastructure Providers: Customer acknowledges Miris may change its third-party infrastructure providers or use multiple providers to provision the Service. Miris will use reasonable care in selecting reputable providers with appropriate security and availability standards. However, Miris shall not be liable for any acts or omissions of third-party infrastructure providers, telecommunication providers, or other vendors providing components of the Service. For example, Miris is not responsible for an outage or data loss caused by a failure of a cloud datacenter or an internet backbone provider. Miris’s sole responsibility in such events is to reasonably coordinate with the provider to restore Services; any service credits or remedies must be sought by Customer under its contract with Miris (if Miris offers contractual commitments in an SLA or Order Form) or directly from the third-party provider if applicable.
7.1 Compliance with Laws: Each party will comply with all data protection and privacy laws applicable to its respective role in processing personal data under the Agreement. Customer is responsible for providing any required notices to, and obtaining any necessary consents from, individuals (such as End Users) whose personal data may be included in Customer Content or collected by the Miris SDK in the course of using the Services. This includes, for example, informing End Users that their interactions with the 3D content will be processed by Miris on Customer’s behalf, and providing all legally required privacy notices.
7.2 Controller and Processor Roles: The parties acknowledge that with regard to personal data Customer or End Users submit to the Services, Customer is generally the data controller (or a processor acting on behalf of another controller) and Miris is a data processor. Miris will process such personal data only as necessary to provide the Services and in accordance with Customer’s documented instructions, as set forth in these Terms and the Data Processing Addendum. In certain limited cases, Miris may also process certain personal data as an independent controller—for example, to the extent Miris uses account registration data for its own business operations, or analyzes telemetry to improve its Services (as permitted in Section 5.3 above). In such cases, Miris will ensure it has a valid legal basis for processing (such as legitimate interests or consent, as applicable) and will comply with applicable data protection law in its role as a controller.
7.3 Data Processing Addendum: Where required by law (e.g. if Customer Content includes personal data from the European Economic Area, United Kingdom, Switzerland, or other jurisdictions with similar requirements), the Miris Data Processing Addendum (“DPA”) is hereby incorporated into this Agreement. The DPA sets forth additional obligations of the parties with respect to the processing and protection of personal data, including (a) Miris’s commitments as a processor under GDPR Article 28 (such as confidentiality, security measures, and sub-processor requirements), (b) data transfer mechanisms (including the EU Standard Contractual Clauses) for international data transfers, and (c) Miris’s assistance with data subject requests and breach notifications. By using the Services, Customer is deemed to have accepted and signed the DPA. If Customer requires a signed copy of the DPA, Customer may countersign the version available from Miris. In the event of any conflict between the DPA and these Terms with respect to the handling of personal data, the DPA will prevail.
7.4 Security: Miris implements and maintains appropriate technical and organizational security measures to protect Customer Content against unauthorized access, loss, or disclosure, as described in the DPA and Miris’s Security Policy. However, Customer recognizes that transmission of data over the Internet (including to and from the Services) is not 100% secure. No Absolute Security Warranty: Miris cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Customer Content for improper purposes. Customer is responsible for using available security features (such as encryption options) and for determining if the Services’ security meets Customer’s requirements.
8.1 Fees: Customer will pay all fees specified in the Order Form or as otherwise agreed for the Services. If Customer uses a self-service online account, Customer agrees to the pricing and billing terms presented at sign-up or in the account management interface. Except as expressly provided in an Order Form, all fees are in U.S. dollars and are non-cancellable and non-refundable. Usage-based fees (if any) will be calculated based on Miris’s measurements of Customer’s use.
8.2 Invoicing and Payment: Miris will invoice Customer for subscription fees either upfront for the term or on a recurring basis (e.g. monthly) as specified in the Order Form or self service account. Unless otherwise specified, payment is due net 30 days from invoice date. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer is responsible for providing complete and accurate billing and contact information to Miris and notifying Miris of any changes.
8.3 Auto-Renewal: If an Order Form specifies a subscription term, such subscription will automatically renew for successive terms equal in length to the initial term, unless either party gives notice of non-renewal at least 30 days before the end of the then-current term. Miris will provide advance notice of any pricing changes which will take effect at the time specified in such notice.
8.4 Taxes: Fees are exclusive of taxes. Customer is responsible for any sales, use, value-added, withholding, or similar taxes or duties applicable to its purchase or use of the Services (excluding taxes on Miris’s net income). If Miris is required to collect and pay any such taxes, it will invoice Customer for them, unless Customer provides a valid tax exemption certificate.
8.5 No Refunds; Service Credits: Except as expressly provided in these Terms or an SLA in an Order Form, Miris has no obligation to issue refunds or credits for any fees paid. For example, if Customer terminates the Services prior to the end of a prepaid term, Customer will not be entitled to a refund of fees for the unused period. In its discretion, Miris may choose to provide credits or refunds in special cases, but such decisions will not constitute a waiver of this clause for future instances.
From time to time, Miris may invite Customer to test or evaluate certain new or experimental features or services which are not yet generally available (“Beta Services”). Use of Beta Services is optional. Beta designation: Miris will designate any such service or feature as “beta,” “preview,” “early access,” “experimental,” or similar. Beta Services are provided for evaluation and feedback purposes and not for production use. They are made available “AS IS” without any warranties or commitments whatsoever, and Service Level Agreements do not apply to them. Additional terms specific to Beta Services are set forth in the Beta Services Addendum, which is hereby incorporated into these Terms and will govern Customer’s use of any Beta Services.
In summary, by using a Beta Service, Customer acknowledges that: (a) the Beta may be inoperable or incomplete and may be changed or discontinued at any time, (b) any Customer Content used in the Beta may be lost, corrupted, or not easily migrated, and must be backed up separately by Customer, and (c) Miris has no liability arising from the Beta. Miris may request feedback on Beta Services, and Customer agrees that Miris may use any feedback or suggestions freely and without restriction. Miris will handle any personal data processed in a Beta in accordance with the Privacy Policy and DPA, but Customer should not include sensitive data in any Beta Service. Further details are provided in the Beta Services Addendum.
The Miris SDK is made available under the Apache License, Version 2.0. All rights, permissions, and obligations relating to the SDK are governed exclusively by that license.
10.2 Customer IP: As stated in Section 5, Customer retains ownership of its Customer Content (including as processed by the Services) and all intellectual property rights therein, subject to the licenses granted to Miris under this Agreement. Miris obtains no rights in Customer Content except for the limited rights needed to provide and improve the Services as described.
11.1 Definition: “Confidential Information” means any non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with the Services or this Agreement, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the context of disclosure. Miris’s Confidential Information includes, without limitation, the non-public aspects of the Miris Services and any pricing or commercial terms offered to Customer. Customer’s Confidential Information is comprised exclusively of non-public Customer Content and any identifiable personal or business data provided to Miris.
11.2 Protection: Recipient shall use Discloser’s Confidential Information only for the purposes of this Agreement and shall not disclose it to any third party except to Recipient’s own employees or contractors who need to know it for the permitted purpose and are bound by confidentiality obligations at least as protective. Recipient will protect Confidential Information with the same care it uses to protect its own similar sensitive information, and at least reasonable care.
11.3 Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement by Recipient; (b) was known to Recipient prior to disclosure by Discloser without confidentiality obligation; (c) is independently developed by Recipient without use of or reference to Discloser’s Confidential Information; or (d) is obtained from a third party who had the right to disclose it without restriction.
11.4 Required Disclosure: Recipient may disclose Confidential Information if required to by law, subpoena, or court order, provided (if legally permitted) it gives prompt notice to Discloser to allow the Discloser an opportunity to seek a protective order or otherwise contest the disclosure.
11.5 Return/Destruction: Upon Discloser’s request or termination of this Agreement, Recipient will return or destroy Discloser’s Confidential Information in its possession, except Recipient may retain copies required for compliance or archival purposes, subject to ongoing confidentiality obligations.
12.1 Customer Warranties: Customer represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations; (b) it will comply with all laws and regulations applicable to its use of the Services and Customer Content (including export control, economic sanctions, and data privacy laws); (c) the provision of Customer Content to Miris and Miris’s processing of it in accordance with this Agreement will not violate any law or infringe any rights of any third party; and (d) it will not use the Services for any purpose or in any manner that is prohibited by this Agreement.
12.2 Miris Warranties: Miris warrants that it will provide the Services in a professional and workmanlike manner, consistent with prevailing industry standards. Miris’s sole obligation, and Customer’s exclusive remedy, in the event of a breach of this warranty is for Miris to use commercially reasonable efforts to correct or re-perform the deficient Services. This warranty is conditioned on Customer notifying Miris in writing of the deficiency within 30 days of its occurrence and providing sufficient detail to permit reproduction.
12.3 Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES, SDK, AND ALL MIRIS MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. MIRIS (ON BEHALF OF ITSELF AND ITS SUPPLIERS) EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO GUARANTEE: MIRIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT MIRIS WILL CORRECT ALL DEFECTS OR PREVENT THIRD-PARTY MALICIOUS INTERFERENCE. Customer acknowledges that there are risks inherent in internet connectivity that could result in unauthorized access to or loss of data, and Customer assumes such risks. Miris is not responsible for any issues arising from Customer’s equipment, Customer’s applications, or third-party services.
Some jurisdictions do not allow the exclusion of certain warranties, so to the extent such law applies to Customer, some of the exclusions in this section may not apply.
13.1 Indirect Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MIRIS NOR ITS AFFILIATES OR SUPPLIERS WILL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, GOODWILL, OR DATA, EVEN IF MIRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL SUCH DAMAGES ARE WAIVED AND EXCLUDED REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY).
13.2 Direct Damages Cap: MIRIS’S TOTAL CUMULATIVE LIABILITY arising out of or relating to this Agreement shall not exceed the amount actually paid or payable by Customer to Miris for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been paid or are payable (for example, use of free or beta services), Miris’s liability is limited to US $100. This cap on liability applies in aggregate to all claims and causes of action.
13.3 Exceptions: The exclusions and limitations in this Section 13 shall not apply to: (i) Customer’s payment obligations, (ii) either party’s indemnification obligations under Section 14, or (iii) liability for fraud, gross negligence, or willful misconduct. However, nothing in this Agreement limits liability that cannot be limited by law (such as certain statutory liabilities which may not be disclaimed in some jurisdictions).
13.4 Acknowledgement: The parties agree that the waivers and limitations specified in this section allocate risks between the parties and form an essential part of the bargain, and that absent these limitations the pricing and terms of this Agreement would be different.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to Customer. In such cases, Miris’s liability is limited to the greatest extent permitted by law.
14.1 By Customer: Customer shall defend, indemnify, and hold harmless Miris and its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, suits, or proceedings (“Claims”) and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer Content or Customer’s use of the Services (including any allegations that the Customer Content infringes a third party’s intellectual property or privacy rights, or that Customer’s use of the Services violates law or regulation); (b) Customer’s breach of any term of this Agreement or violation of applicable law; or (c) any End User or third-party claims in connection with Customer’s products or services or use of the Services. This indemnity extends to any Claims brought by End Users against Miris relating to Customer’s implementation of the Services (for example, a claim arising from the content of Customer’s 3D assets or the handling of End User data by Customer through the Services).
Customer’s indemnification obligations are conditioned on: (i) Miris notifying Customer in writing of the Claim (provided that failure to do so only relieves Customer of its responsibility to the extent its defense is materially prejudiced by the delay); (ii) Miris giving Customer sole control of the defense and settlement of the Claim (except that Customer shall not settle any Claim without Miris’s prior written consent if it imposes non-monetary obligations on Miris or admits fault on behalf of Miris); and (iii) Miris providing reasonable cooperation in the defense at Customer’s expense. Miris may participate in the defense with its own counsel at its own expense.
14.2 By Miris: Miris will defend Customer against any third-party Claim that the core Miris Platform (excluding any Customer Content, third-party components, or Beta Services) infringes a U.S. patent or registered copyright and will indemnify Customer from any damages awarded or settlement amounts approved in writing by Miris for such Claim. This indemnity does not apply if the alleged infringement arises from (a) Customer Content or materials provided by Customer, (b) use of the Service in combination with other products, software, or services not provided by Miris, (c) any modification of the Service by Customer or any third party, or (d) use of a version of the Service no longer supported by Miris, if the infringement would have been avoided by using a current version. If a Claim under this section is brought or threatened, Miris may, at its option: (i) obtain the right for Customer to continue using the Service; (ii) modify or replace the affected component to be non-infringing; or if (i) and (ii) are not commercially feasible in Miris’s judgment, (iii) terminate the affected Service and provide a pro-rata refund of prepaid fees for the terminated portion. Entire Liability: This Section 14.2 states Miris’s exclusive liability, and Customer’s sole remedy, for any intellectual property infringement or misappropriation claims regarding the Services.
Miris’s indemnification obligations are subject to Customer: (1) promptly notifying Miris of the Claim, (2) giving Miris sole control of defense and settlement (with similar caveat about not settling in a way that imposes unagreed obligations on Customer), and (3) cooperating with Miris (at Miris’s expense) in the defense.
15.1 Term: This Agreement commences on the Effective Date (the date Customer agrees to it, e.g. by signing or accepting online) and continues until all Order Forms have expired or have been terminated, unless earlier terminated as provided below. Each Order Form will specify its own subscription term; if no term is specified for a given Service, it is provided on a month-to-month basis that can be canceled at any time by either party.
15.2 Termination for Cause: Either party may terminate this Agreement (including all Order Forms) for cause: (a) if the other party materially breaches any provision of the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the breach from the non-breaching party (or 3 days in the case of non-payment); or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation (and the proceeding is not dismissed within 60 days). Termination for cause is without liability to the terminating party (except that Customer must still pay for any Services delivered up to termination).
15.3 Suspension: In addition to termination rights, Miris reserves the right to suspend Customer’s access to the Services immediately under extraordinary circumstances, such as: (i) Customer’s use of the Service is causing material technical harm to the Services or impairing other users’ use (e.g. a sudden traffic spike from Customer that threatens the stability of the platform); (ii) Miris in good faith believes suspension is necessary to comply with law or requests of governmental authorities; or (iii) Customer is in breach of Section 4 (Acceptable Use) and such breach or its consequences warrant immediate action. Miris will make commercially reasonable efforts to provide notice and an opportunity to remedy the issue prior to suspension, where practicable, and to limit the suspension to the affected portion of Service. Suspension of Service for cause shall not relieve Customer of its payment obligations for the suspended period.
15.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: (a) Customer’s rights to access and use the Services (and any Miris Materials) will immediately cease, and Customer shall stop using the Services; (b) within 30 days after termination, each party will delete or return the other party’s Confidential Information (including Miris may delete Customer Content), except as required to be retained for legal or compliance purposes; and (c) if requested by Customer in writing, if feasible, Miris will provide Customer with limited access to the Services for up to 30 days post-termination for the sole purpose of retrieving any remaining Customer data. No Liability for Deletion: It is Customer’s responsibility to export or back up Customer Content before the termination effective date. Miris shall not be liable for any deletion or loss of Customer Content following the 30-day post-termination retrieval period.
15.5 Surviving Provisions: Any provision of this Agreement that by its nature is intended to survive expiration or termination shall survive, including (but not limited to) license rights and restrictions (to the extent of post-termination content retrieval), accrued payment obligations, indemnification, warranty disclaimers, limitations of liability, confidentiality, governing law, and dispute resolution.
16.1 Governing Law: This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
16.2 Arbitration: In the interest of efficient resolution, the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be settled by binding arbitration. Either party may initiate arbitration through the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, experienced in commercial technology contracts, in English, and held in a mutually agreed location (or if not agreed, in Los Angeles, California). Waiver of Jury Trial: By entering into this Agreement, both parties are waiving the right to a trial by jury or to participate in a class action for covered disputes. Exceptions: Either party may seek interim injunctive relief in any court of competent jurisdiction to prevent immediate, irreparable harm (e.g. protection of intellectual property or Confidential Information) without first engaging in arbitration. Additionally, disputes relating to Customer’s failure to pay undisputed fees may be brought in court.
16.3 Jurisdiction: Subject to the arbitration provision above, the state and federal courts located in the State of Delaware shall have exclusive jurisdiction to adjudicate any disputes arising out of or relating to this Agreement, and each party consents to personal jurisdiction in those courts.
16.4 Attorney’s Fees: In any legal action or proceeding to enforce this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party.
17.1 Assignment: Customer may not assign or transfer this Agreement (in whole or in part), by operation of law or otherwise, without Miris’s prior written consent, and any attempt to do so without consent will be void. Miris may assign or transfer this Agreement freely to an affiliate or in connection with a merger, reorganization, or sale of all or substantially all of its assets or ownership. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns.
17.2 Amendments and Waivers: Except as provided in Section 17.3 (Updates to Terms), any amendment or modification to this Agreement must be in writing and signed by both parties (electronic signature acceptable). No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the party granting the waiver. A waiver on one occasion shall not be deemed a waiver of any future breach or default.
17.3 Updates to Terms: Miris may modify these Terms from time to time to reflect changes in our Services or legal requirements. When we do, we will provide notice to Customer (e.g. via email or in-service notification) at least 30 days before the updated terms become effective, unless the changes are required by law or do not materially impact Customer’s rights. If Customer objects to the updated Terms, Customer may terminate the Agreement by providing written notice within that 30-day period and receive a pro-rata refund of any prepaid fees for the terminated portion. If Customer continues to use the Services after the updated Terms take effect, Customer is deemed to accept the changes. Order Form or Custom Terms: If Customer and Miris have executed a negotiated agreement or Order Form with expressly different terms, those terms will not be amended except by mutual written agreement of the parties.
17.4 Severability: If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect. The invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, if possible.
17.5 No Third-Party Beneficiaries: There are no third-party beneficiaries to this Agreement; rights under this Agreement may be enforced only by Miris and Customer, and their permitted successors or assigns.
17.6 Relationship of Parties: The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to make any statements, representations or commitments of any kind, or to take any action, binding the other.
17.7 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given: (a) when delivered personally; (b) one business day after being sent by reputable overnight courier; or (c) when sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and if not, then on the next business day. Notices to Customer will be sent to the contact information on file. Notices to Miris shall be sent to: Miris, Inc., Attn: Legal Department, 10567 Jefferson Blvd., Suite C, Culver City, CA 90232, with a copy to legal@miris.com.
17.8 Export Compliance: Customer will not permit users to access or use the Services in a U.S.-embargoed country or region (currently including, for example, Cuba, North Korea, Iran, Russia, Syria, Crimea, and any other region subject to comprehensive U.S. sanctions), or in violation of any U.S. export law or regulation. Customer represents that it is not named on any U.S. government denied-party list and that it will not provide access to the Services to entities or individuals on such lists. Customer shall comply with all applicable export and import control laws in its use of the Services.
17.9 U.S. Government Users: If Customer or any End User is a U.S. federal government agency, the following provision applies: The Services and any related software are “commercial computer software” and “commercial computer software documentation” as defined in applicable federal acquisition regulations. Any use, reproduction, release, or disclosure of the Services or software by the U.S. Government shall be governed solely by the terms of this Agreement, pursuant to FAR 12.212 and DFARS 227.7202-3 (as applicable).
17.10 Force Majeure: Neither party will be liable for any delay or failure to perform its obligations (except payment obligations) due to events beyond its reasonable control, such as acts of God, natural disasters, strikes, war, terrorism, riots, government action, internet or utility outages, or other force majeure events. The affected party will give notice of the force majeure event and make reasonable efforts to mitigate its impact. If a force majeure event continues for more than 60 days, either party may terminate the affected Services upon written notice without further liability.
17.11 Publicity and Use of Customer Content: Unless Customer provides written notice to the contrary, Customer agrees that Miris may identify Customer as a user of the Service and may use or display Customer’s name, logo, and Customer Data (including 3D content uploaded to the Service) for the sole purpose of demonstrating or promoting the Service. Such use may include inclusion in Miris’s customer lists, on Miris’s website, or in other online or public channels and marketing materials. Miris will not disclose any Customer Confidential Information in exercising these rights. Customer may opt out of or revoke Miris’s rights under this Section at any time by providing prior written notice. If Customer provides such notice (whether before any use occurs or at any time thereafter), Miris will cease any new public use of Customer’s name, logo, or Customer Data under this Section within thirty (30) days after receipt of the notice. Miris will also, within the same timeframe, discontinue or remove Customer’s name, logo, and Customer Content from any ongoing public display or marketing materials, to the extent practicable. No further use of Customer’s name, logos, or content will be made by Miris for marketing purposes once Customer has opted out, provided that Miris may reasonably retain already published materials until they are replaced or updated in the ordinary course of business.
ADDITIONAL PROVISIONS THAT ARE INCOPORATED INTO THESE TERMS OF SERVICE
Updated March 23, 2026
MIRIS WEBSITE PROVISIONS:
Miris Website Usage Provisions:
You may access and use the Miris website for informational and lawful purposes only. You agree not to:
- Use the website in any way that violates applicable laws or regulations.
- Interfere with or disrupt the operation or security of the website.
- Attempt to gain unauthorized access to any systems or data.
- Use automated means (including bots, scrapers, or crawlers) to access or collect content without authorization.
Website Content Disclaimer
The content available on the website is provided for general informational purposes only and is subject to change without notice. Miris does not warrant the accuracy, completeness, or usefulness of any information on the website.
Website Intellectual Property
All content, design, text, graphics, logos, and materials on the website are owned by or licensed to Miris and are protected by applicable intellectual property laws. Except as expressly permitted, you may not copy, reproduce, distribute, or create derivative works from such content without prior written consent.
MIRIS SDK PROVISIONS:Miris SDK Apache License Notices.
The Miris SDK is made available under the Apache License, Version 2.0. All rights, permissions, and obligations relating to the SDK are governed exclusively by that license
Proprietary Components:Certain components made available by Miris, including without limitation precompiled binaries, hosted connectors, runtime modules, or other proprietary software or functionality (collectively, the “Proprietary Components”), are not licensed under the Apache License, Version 2.0.
Proprietary Components are provided subject to these Terms, and may be subject to additional restrictions regarding access, use, and distribution.
Except as expressly permitted by Miris in writing, you may not:
a) distribute, sublicense, lease, or otherwise make the Proprietary Components available to any third party on a standalone basis;
b) use the Proprietary Components independently of, or outside of authorized interaction with, the Miris Services;
c) modify, adapt, translate, or create derivative works of the Proprietary Components; or
d) reverse engineer, decompile, or attempt to extract source code from the Proprietary Components, except to the extent such restriction is prohibited by applicable law.
No Standalone Use: Customer will not use the Proprietary Components for any purpose other than developing, testing, and supporting integration of Customer’s applications with the Miris Services. The Proprietary Components or any portion of it may not be used to create or provide a substantially similar service or to otherwise compete with Miris.
For clarity, the foregoing restrictions apply only to Proprietary Components and do not limit or restrict any rights granted under the Apache License, Version 2.0 with respect to the Miris SDK.
