Last Updated: February 10, 2023
By using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and Anatomiz3D. If you do not accept these Terms, then do not use the Anatomiz3D Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
PLEASE NOTE THAT THE SERVICES ARE NOT INTENDED FOR USERS IN THE PROVINCE OF QUEBEC, CANADA. IF YOU ARE LOCATED IN QUEBEC, CANADA, PLEASE CONTACT US AT firstname.lastname@example.org.
We may change these Terms from time to time at our sole discretion. We encourage you to review these Terms each time you use the Services to see if the Terms have been changed, as indicated by the “Last Updated” date set out above. We may, at our sole discretion, highlight the fact that we made material changes by posting a notice on our Website and/or by sending you a notice, as appropriate. Any non-material change (such as clarifications) to these Terms will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting on the Website. Anatomiz3D may require you to provide consent to the updated Terms before further use of the Services is permitted. If you do not agree to any such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).
1. About the Services. Anatomiz3D is a 3D design and manufacturing solution provider for personalized surgical products. We create anatomical models, pre-surgical guides, customized implants, and implant molds that enable healthcare professionals to make better patient care decisions. In addition, we make informative content and educational content and materials related to 3D printing in the healthcare industry available on the Website.
You may use Anatomiz3D as follows:
a) As an Individual User of the Services. You may browse the available Services and view media content, publications, and other materials (“Content”) available on the Website. Users wishing to get full access to the Services shall enter into a separate agreement with Anatomiz3D, which will detail Fees (defined below), scope of engagement, obligations, and other commercial terms (“Service Agreement”).
b) As an Institutional User or Healthcare Institution. The Services may be used by healthcare professionals, including but not limited to licensed physicians and/or surgeons, registered nurses, research associates, and hospital administrators (each an “Institutional User”). Institutional Users may be independent healthcare professionals or may be authorized agents of healthcare institutions, such as hospitals and clinics (each such institution a “Healthcare Institution”). Healthcare Institutions and Institutional Users are collectively referred to as “Healthcare Users”. Healthcare Users wishing to get full access to the Services shall enter into a Services Agreement.
2. Intellectual Property Rights. Except as otherwise set out in these Terms, Anatomiz3D owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights, together “Intellectual Property Rights”), in and to Anatomiz3D’s Services, Content, trademarks, branding, and materials including all modifications, derivatives, improvements and enhancements to the same. Subject to the use restrictions in these Terms, the terms of any applicable Services Agreement and payment of any applicable Fees (defined below), Anatomiz3D grants you a non-transferable, non-exclusive, limited license to use the Services for your internal purposes. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services (including any Intellectual Property Rights therein) except as expressly set forth in these Terms or your applicable Services Agreement.
3. Data Rights.
a) User Data. While using the Services, Users may provide or submit certain information (including but not limited to personal information) to us in connection with the Services (“User Data”). For example, you may use the “Contact Us” form on the Website. As between Anatomiz3D and you, you shall exclusively own all User Data. You hereby grant Anatomiz3D a non-exclusive, royalty-free, worldwide license to copy, translate, adapt, distribute, or otherwise use or exploit the User Data to provide the Anatomiz3D Services to you and to meet our obligations to you.
b) Usage Data. We may collect and process certain analytical and technical information that is generated when you use the Services (“Usage Data”). You hereby grant Anatomiz3D a non-exclusive, irrevocable, worldwide, royalty-free, perpetual license to copy, translate, adapt, distribute, or otherwise use or exploit the Usage Data: (i) to create aggregate statistics; (ii) analyze market trends; (iii) improve the Services or other Anatomiz3D products and services; (iv) and for benchmarking purposes.
c) User Data Responsibilities. When you share User Data with us, you are responsible for: (i) providing all necessary notices; (ii) obtaining all necessary licenses, permissions, and consents; and (iii) abiding by any applicable laws and agreements you may be subject to (including but not limited to a Services Agreement) to ensure User Data can be shared with Anatomiz3D and processed in accordance with these Terms. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Data.
d) Feedback. If you provide Anatomiz3D with any suggestions, comments, enhancement requests or other feedback relating to any aspect of the Services ("Feedback"), Anatomiz3D may use, exploit, and incorporate such Feedback in the Services and/or in any other Anatomiz3D products or services (collectively, “Anatomiz3d Offerings”). Accordingly, you agree that: (i) Anatomiz3D is not subject to any confidentiality obligations in respect to the Feedback; (ii) the Feedback is not Confidential Information or proprietary information of any third party and you have all of the necessary rights (including Intellectual Property Rights) to disclose the Feedback to Anatomiz3D as contemplated herein; (iii) Anatomiz3d (including all of its successors and assigns and any successors and assigns of any of the Anatomiz3d Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Anatomiz3d Offerings; and (iv) you are not entitled to receive any compensation or re-imbursement of any kind in respect of the Feedback or its incorporation into the Anatomiz3d Offerings.
4. Restrictions on Use of the Services. In using the Services, you shall not:
a) copy any Content unless expressly permitted to do so herein;
b) upload, post, transmit or submit any information that:
i. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another's privacy, hateful, racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law (including without limitation, any child protection laws), or is otherwise objectionable;
ii. you do not have a right to make available under any applicable law or contractual relationship;
iii. infringes any Intellectual Property Right or other proprietary rights of any party (including privacy rights under any applicable privacy laws);
iv. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
v. contains software viruses or any other computer code, files or programs designed to compromise another User’s privacy, interrupt, destroy or limit the functionality of the Services or any computer software, hardware, telecommunications equipment, or data;
vi. contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
c) impersonate any person or entity or misrepresent their affiliation with a person or entity;
d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted through the Services;
e) interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services, probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
f) intentionally or unintentionally violate any applicable law or regulation;
g) build a competitive product or service;
h) collect or store personal information about Users without their express consent;
i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services;
j) modify, translate, make derivative works of, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Services by any means whatsoever; or
k) use the Services in a manner that utilizes the resources of the Services more heavily than would be the case for an individual person using a conventional web browser.
5. Competitors. No employee, independent contractor, agent, or affiliate of any business or organization that is: (i) providing 3D design and manufacturing solutions and/or educational content for the healthcare space; or (ii) offers a product or service that competes with Anatomiz3D is permitted to view, access, or use any portion of the Services without express written permission from Anatomiz3D. By viewing, using, or accessing the Services, you represent and warrant that you are not a competitor of Anatomiz3D or any of its affiliates, or acting on behalf of a competitor of Anatomiz3D in using or accessing the Services.
6. Payment Terms and Fees. Unless otherwise provided in a Services Agreement, the payment terms for Services shall be as follows:
a) Fees. The applicable fees due for the Services ("Fees") and all other applicable amounts, charges and taxes will be set out in your Services Agreement.
b) Invoicing and Late Payments. Anatomiz3D may (i) charge all or part of the Fees as a deposit for work to be performed; and (ii) charge the remaining unpaid Fees upon delivery. Anatomiz3D shall invoice User for any remaining Fees owed and due in accordance with the applicable Services Agreement. Invoiced Fees shall be due and payable in full within such thirty (30) days after the date of the invoice. Any invoiced and uncontested Fees not paid within such 30-day period shall be subject to interest at the lesser of: (I) 1.5% per month; or (II) the maximum allowed by applicable law, which interest shall be immediately due and payable. All payments to Anatomiz3D are non-refundable.
c) Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties, and levies (exclusive of any taxes based upon Anatomiz3D’s net income) shall be assumed by and paid for by User, regardless of whether included in any invoice sent to User at any time by Anatomiz3D.
d) Suspension of Service. If any of User's unpaid and uncontested invoices are thirty (30) days or more overdue, in addition to any of its other rights or remedies, Anatomiz3D reserves the right to suspend User’s access to the Services until such amounts are paid in full.
7. Links & Third-Party Websites. The Services may contain links to other websites or platforms that are not owned or controlled by Anatomiz3D (“Third-Party Services”). For example, the Website may contain Content that is uploaded on YouTube. In no event shall any reference to any third-party or Third-Party Services be construed as an approval or endorsement by Anatomiz3D of that third-party or Third-Party Services. Anatomiz3D is not responsible for the content of any Third-Party Services or any material available thereon. Any Third-Party Services are subject to the terms and conditions of those Third-Party Services, and you are solely responsible for determining those terms and conditions and complying with them. You hereby release Anatomiz3D from all liability and/damages that may arise from your use of Third-Party Services, receipt of services from any such third parties, or reliance on the information available or services provided by any such third parties.
8. Availability. Anatomiz3D’ may alter, suspend, or discontinue use or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Anatomiz3D’ may periodically add or update Content and other information and materials on the Website without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond Anatomiz3D’s reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.
9. Confidential Information.
a) Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to Fees and other terms in Services Agreements, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
b) Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
c) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
d) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
a) GENERAL. THE SERVICES (INCLUDING ANY INFORMATION OR MATERIALS PROVIDED THEREON) ARE PROVIDED “AS IS” AND ANATOMIZ3D DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ANATOMIZ3D SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIALS (INCLUDING CONTENT AND THIRD-PARTY SERVICES) ACCESSED, USED, RELIED ON OR OTHERWISE OBTAINED THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM ACCESSING, USING, RELYING ON OR OTHERWISE OBTAINING ANY SUCH INFORMATION OR MATERIALS. ANATOMIZ3D IS NOT AND SHALL NOT AT ANY TIME BE RESPONSIBLE FOR: (I) ANY CLINICAL OR SURGICAL DIAGNOSIS, TREATMENT, OR DECISION; OR (III) ANY MEDICAL RESULT OR OUTCOME ARISING OUT OF YOUR USE OR RELIANCE ON THE SERVICES.
b) THIRD-PARTY SERVICES. ANATOMIZ3D DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES AND ANATOMIZ3D SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY THIRD PARTY IN CONNECTION WITH SUCH THIRD-PARTY SERVICE.
c) HEALTHCARE USERS. IF YOU ARE A HEALTHCARE USER, THE SERVICES ARE PROVIDED AS A SUPPORT TOOL TO ASSIST IN MANAGING PATIENT CARE AND ARE NOT INTENDED TO BE SUBSTITUTES IN LIEU OF PROFESSIONAL JUDGEMENT, EXISTING PRACTICES, MEDICAL ADVICE, TREATMENT, PROCEDURES, METHODS, AND TOOLS RELIED ON IN THE ORDINARY COURSE OF PATIENT CARE. THE SERVICES ARE INTENDED FOR HEALTHCARE USERS THAT ARE FORMERLY AND PROPERLY LICENSED UNDER THE APPLICABLE LAWS OF THEIR JURISDICTION.
11. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ANATOMIZ3D BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTRE, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATING TO: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICES; AND (III) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF ANATOMIZ3D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ANATOMIZ3D’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED FIFTY CANADIAN DOLLARS ($50). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
a) INDEMNIFICATION BY USER. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, YOU SHALL INDEMNIFY AND HOLD ANATOMIZ3D AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUCESSORS OR ASSIGNS (“INDEMNIFIED PARTIES”) HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH (I) ANY ALLEGATION THAT THE SERVICES INFRINGE UPON OR MISAPPROPRIATE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (II) INFORMATION (INCLUDING USER DATA) OR MATERIALS SUBMITTED BY YOU THROUGH THE SERVICES; (III) ANY BODILY INJURY (INCLUDING DEATH) RESULTING FROM USE OR RELIANCE ON THE SERVICES; (IV) ANY DAMAGE TO OR LOSS OF ANY TANGIBLE PERSONAL OR REAL PROPERTY CAUSED BY THE ACTIONS OR OMISSIONS OF INDEMNIFIED PARTIES; (V) YOUR BREACH OF THESE TERMS; OR (VI) YOUR VIOLATION OF ANY APPLICABLE LAW OR REGULATION OR THE RIGHTS OF A THIRD PARTY. FOR THE PURPOSES OF THIS SECTION 12(A), YOU ACKNOWLEDGE THAT ANATOMIZ3D IS ACTING AS AGENT AND TRUSTEE FOR INDEMNIFIED PARTIES.
b) Indemnification Conditions. Anatomiz3D will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 12(a). Anatomiz3D reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 12, and you agree to cooperate with any reasonable requests assisting Anatomiz3D’s defense of such matter. This Section 12(b) does not require you to indemnify Anatomiz3D for any unconscionable commercial practice by Anatomiz3D or for Anatomiz3D’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.
a) Termination by Anatomiz3D. Anatomiz3D may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms (including, without limitation, non-payment of any Fees) which have not been cured within thirty (30) days of notice to you by us; (ii) requests by law enforcement or other government agencies; (iii) a request by you; (iv) discontinuance or material modification to Services (or any part thereof); (v) unexpected technical, security or legal issues or problems; or (vi) or any reason at our sole discretion. Any termination of your access to the Services by Anatomiz3D shall be in addition to any other rights and remedies that Anatomiz3D may have.
b) Effect of Termination. Your rights to use and access the Services, including all licenses granted by Anatomiz3D to you herein, will immediately terminate upon termination of your access to the Services. Sections 2, 3(b)-3(d), 4-7, 9-12, 13(b), and 14-16 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination.
14. Security. Information sent or received over the internet is generally unsecure and Anatomiz3D cannot and does not make any representation or warranty concerning security of any communication to or from the Services, or any representation or warranty regarding the interception by third parties of information (including User Data) you submit to us.
15. Jurisdiction; Dispute Resolution.
a) Jurisdiction. Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of Ontario, Canada without giving effect to any conflict of laws principles. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Toronto, Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
b) Dispute Resolution. You and Anatomiz3D shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If you and Anatomiz3D cannot resolve the dispute within ten (10) business days, you and Anatomiz3D will attempt to settle it in good faith by mediation. To initiate mediation, either Anatomiz3D or you must give written notice requesting a mediation to the other party. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of Ontario, Canada. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as you and Anatomiz3D may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event you and Anatomiz3D are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. You shall bear your own legal costs in connection with a mediation and/or arbitration under these Terms.
c) Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16. General. These Terms, together with any Services Agreement, order form and any other documents and guidelines incorporating these Terms by reference, constitute the entire agreement between you and Anatomiz3D relating to the Services. In the case of any inconsistent or conflicting terms between the Terms and a Services Agreement, the Services Agreement will govern to the extent of the inconsistency or conflict. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Anatomiz3D to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Anatomiz3D must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without Anatomiz3D’s prior written consent. Anatomiz3D may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Anatomiz3D’s business, shares or assets.