Terms of Service
Please read this Agreement carefully. By accessing or using the Services, you accept this Agreement and agree to use the Services in compliance with this Agreement. The terms “Customer,” “you,” “your,” “yours,” and “authorized user” refer to you, the account administrator, any individual user that is authorized by an account administrator, or an entity using the Services.
The following terms and conditions govern all access to and use of the Anatomy web application, the https://www.anatomy.one website (“Website”) and Services for storing audio/video recordings via Zoom and other web conferencing services, creating and sharing video clips, and automated reporting (all tools made available are hereinafter referred to as the “Services” and together with all other information data that you make accessible to us, “Content“).
You must register for and maintain an account with us to use the Services. You can do this via your account with certain third-party communication tools such as LinkedIn and Google (each, a “Third Party Account”). If you choose the Third Party Account option we’ll create your Anatomy Account by extracting from your Third Party Account certain personal information such as your name and other personal information that your privacy settings on the Third Party Account permit us to access.
The Anatomy web application allows you to connect various data sources such as Google, Salesforce, Zoom, and to aggregate, analyze and visualize data from these data sources in Slack and https://www.anatomy.one website. See section 7 Third Party Platforms for further detail.
Anatomy may also, in the future, update the current services and/or features or offer new services and/or features to the Services (including, the release of new tools and resources). Such updated or new features and/or services shall be subject to the terms and conditions of the Agreement.
Upon your subscription to the Services, we will grant you access to the Services or certain parts of it, which will allow you to add end-user accounts (“the Users“) and to control or manage certain features of the Services. Your Users’ access to the Services is limited and personal.
We use commercially reasonable efforts to maintain the highest service availability. However, We cannot guarantee that the Services will operate in an uninterrupted or error-free manner. We perform service maintenance and use commercially reasonable effort to schedule our system down-time to off-peak hours and to avoid service interruptions and delays.
2. Evaluation Period
We may make the Services or any part of it available to you on an evaluation basis until the earlier of (i) the end of the applicable evaluation period, (ii) your purchase of a Service subscription, or (iii) any termination of the evaluation by us for any reason, or for no reason at all, by sending you a termination notice with immediate effect.
3. Subscription Term, Fees, & Payment
3.1 Term & Renewals. Unless otherwise specified on an applicable Order Form, each Subscription Term will automatically renew for additional twelve month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.
3.2 Fees & Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer upon invoice, unless (a) Customer is paying via Credit Card (as defined below) or (b) otherwise specified in the applicable Order Form. All fees are non-refundable. The rates in the Order Form are valid for the initial twelve (12) month period of each Subscription Term and thereafter may be subject to an automatic adjustment increase of up to ten percent (10%) per year. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Anatomy receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
3.3 Payment Via Credit Card. If you are purchasing the Services via credit card, debit card or other payment card (“Credit Card”), the following terms apply:
a) Recurring Billing Authorization. By providing Credit Card information and agreeing to purchase any Services, Customer hereby authorizes Anatomy (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees accrued as of that date (if any) in accordance with the applicable Order Form. Customer acknowledges and agrees that the amount billed and charged each month may vary depending on Customer’s use of the Services and may include subscription fees for the remainder of Customer’s applicable billing period and overage fees for the prior month.
b) Foreign Transaction Fees. Customer acknowledges that for certain Credit Cards, the issuer of Customer’s Credit Card may charge a foreign transaction fee or other charges.
c) Invalid Payment. If a payment is not successfully settled due to expiration of a Credit Card, insufficient funds, or otherwise, Customer remains responsible for any amounts not remitted to Anatomy and Anatomy may, in its sole discretion, either (i) invoice Customer directly for the deficient amount, (ii) continue billing the Credit Card once it has been updated by Customer (if applicable) or (iii) terminate this Agreement.
d) Changing Credit Card Information. At any time, Customer may change its Credit Card information by entering updated Credit Card information.
e) Termination of Recurring Billing. In addition to any termination rights set forth in this Agreement, Customer may terminate the Subscription Term by sending Anatomy notice of non-renewal to email@example.com in accordance with 3.1 Terms & Renewals or, if Customer’s Subscription Term is on a monthly basis (or if otherwise permitted by Anatomy), by terminating via the “Settings” page on the Dashboard, with termination effective at the end of the current Subscription Term. As set forth in Section 2 (Evaluation Period), if Customer does not enter into a paid Subscription Term following the Evaluation Period, this Agreement and Customer’s right to access and use the Services will terminate at the end of the Evaluation Period and Customer’s Credit Card will not be charged.
f) Payment of Outstanding Fees. Upon any termination or expiration of the Subscription Term, Anatomy will charge Customer’s Credit Card (or invoice Customer directly) for any outstanding fees for Customer’s use of the Services during the Subscription Term, after which Anatomy will not charge Customer’s Credit Card for any additional fees.
g) Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Anatomy reserves the right to suspend Customer’s access to the applicable Services (and any related Services) without liability to Customer until such amounts are paid in full.
4. Customer Data
4.1 Rights in Customer Data. As between the parties, Customer will retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data as provided to Anatomy. Subject to the terms of this Agreement, Customer hereby grants to Anatomy a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
4.2 Storage of Customer Data. Anatomy does not provide an archiving service. Anatomy agrees only that it will not intentionally delete any Customer Data from any Services prior to termination of Customer’s applicable Subscription Term. Anatomy expressly disclaims all other obligations with respect to storage.
4.3 Customer Obligations. a) In General. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Anatomy that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Anatomy the rights in Section 3.1 (Rights in Customer Data) and that no Customer Data will violate or infringe (i) any third party intellectual property, publicity, privacy or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies or other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms. b) No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Anatomy is not a Business Associate or subcontractor (as those terms are defined in HIPAA) or a payment card processor and that the Services are neither HIPAA nor PCI DSS compliant. Anatomy will have no liability under this Agreement for Sensitive Personal Information, notwithstanding anything to the contrary herein.
4.4 Indemnification by Customer. Customer will indemnify, defend and hold harmless Anatomy from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to any Customer Data or breach or alleged breach by Customer of Section 3.3 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Anatomy at Customer’s expense. Notwithstanding the foregoing sentence, (a) Anatomy may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and (b) Customer will not settle any claim without Anatomy’s prior written consent, unless the settlement fully and unconditionally releases Anatomy and does not require Anatomy to pay any amount, take any action, or admit any liability.
4.5 Aggregated Anonymous Data. Notwithstanding anything to the contrary herein, Customer agrees that Anatomy may obtain and aggregate technical and other data about Customer’s use of the Services that is non-personally identifiable with respect to Customer (“Aggregated Anonymous Data”), and Anatomy may use the Aggregated Anonymous Data to analyze, improve, support and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations or similar reports for distribution to and consumption by Customer and other Anatomy customers. For clarity, this Section 4.5 does not give Anatomy the right to identify Customer as the source of any Aggregated Anonymous Data.
Anatomy uses technical and organizational measures to maintain an adequate level of security, to prevent unlawful or unauthorized access, use, destruction, modification and disclosure of your Content by our personnel. These measures include: (i) using encryption; (ii) ensuring the ongoing confidentiality, integrity, availability and resilience of our information systems; (iii) using back-up and data restoration capabilities; and, (iv) periodically testing and assessing our data security capabilities – all pursuant to our internal security practices.
Anatomy agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of any Services or Customer Data. However, Anatomy will have no responsibility for errors in transmission, unauthorized third-party access or other causes beyond Anatomy’s control.
6. Third Party Platforms
The Services may support integrations with certain Third-Party Platforms. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Anatomy to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Anatomy has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform. Anatomy does not guarantee that the Services will maintain integrations with any Third-Party Platform and Anatomy may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.
7. Use of Anatomy Services
7.1 Obligation. You assume full responsibility for your and your Users’ use of the Services in accordance with this Agreement and with applicable local, state, federal, national and international laws, regulations and treaties, and warrant that you have obtained all rights to provide us with all of the Content.
7.2 Conduct. You will not, and ensure that your Users will not, use the Services or Content for any use or purpose that: (i) is obscene, libelous, blasphemous, defamatory, inciting hatred, terrorism or any similar offence; (ii) infringes or misappropriate the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iii) is in violation or may encourage any manner of acting that would violate any applicable local, state, national and foreign laws, treatises and regulations; or (iv) may drive or encourage any third party to do any of the above.
7.3 Access. You will not, and will ensure that your Users will not: (i) use the Services for non-business calls or abuse the Service; (ii) resell, transfer, grant others permission to use the Service, pledge, lease, rent, or share your rights under this Agreement (including without limitation to any of your affiliates); (iii) modify, remove or amend Our name or logo, update, reproduce, duplicate, copy all or any part of the Service; (iv) make any of the Service or Content available to anyone other than your employees, consultants, and customers for use for your benefit as intended pursuant to this Agreement, or use any Services or Content for the benefit of anyone other than you; (v) use the Services in any way that restricts or inhibits the use of the Services; (vi) access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services or any of the Services’ security and traffic management devices; or (vii) attempt to decompile, disassemble, re-engineer or reverse engineer the Services or otherwise create or attempt to create or permit, allow, or assist others to extract source code of the Services, its structural framework or allow or facilitate a third party, to violate or infringe any rights of ours or others or our policies or the operational or security mechanisms of the Services. You may not access or use the Service if you are a direct competitor of ours or for monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes.
8.1. Anatomy Technology. This is a subscription agreement for access to and use of the Services. Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase”, “sale” or like terms in this Agreement no ownership rights are being conveyed to Customer under this Agreement. Customer agrees that Anatomy or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and all documentation, deliverables and any and all related and underlying technology and documentation and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, “Anatomy Technology”). Except as expressly set forth in this Agreement, no rights in any Anatomy Technology are granted to Customer. Further, Customer acknowledges that the Services are offered as an on-line, hosted solution, and that Customer has no right to obtain a copy of any of the Services.
8.2 Customer Content. We make no claim of ownership as to your Content, the trademarks of any third party linked or displayed in the Services, or with respect to any publisher or publication mentioned in the Services.
8.3 Feedback. In the course of using the Services, you or your Users may provide us with feedback and suggestions regarding the Services. You hereby assign to us ownership in all such feedback and suggestions and all rights therein, without any royalty or accounting obligations to you.
9.1 Limited Warranty. Anatomy warrants, for Customer’s benefit only, that its Services will operate in substantial conformity with the applicable documentation. Anatomy’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Anatomy to use commercially reasonable efforts to correct the reported non-conformity, or if Anatomy determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of Services for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 10.1 will not apply: (i) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services, or (iii) to use provided on a no-charge, evaluation basis.
9.2 Warranty Disclaimer. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.1, ALL Services ARE PROVIDED “AS IS”. NEITHER ANATOMY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ANATOMY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE Services WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES ANATOMY WARRANT THAT IT WILL REVIEW THE CUSTOMER DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN THE CUSTOMER DATA WITHOUT LOSS OR CORRUPTION. ANATOMY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF ANATOMY.
10.1 Obligations. “Confidential Information” means all information provided by a party to other party, 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, and excluding any information that was or has become publicly available without the receiving party’s actions or inactions. Our confidential information includes, without limitation, the Service’s features, functionality and performance and your view of the Service. Your Confidential Information includes, without limitation, the Content.
10.2 Exclusions. Each party will hold the other party’s Confidential Information in strict confidence, use it only subject to the terms of this Agreement, allow its use only by the receiving party’s employees, consultants, and customers who have signed in advance a confidentiality agreement containing terms similar to this Agreement and on a need-to-know basis and pursuant to the terms of this Agreement, not make the other party’s Confidential Information available to any third party unless to the extent required by applicable law, implement adequate security measures to ensure against unauthorized access to, use or copying of the other party’s Confidential Information, and notify the other party in writing of any misuse of misappropriation of the other party’s Confidential Information of which the receiving party may become aware.
Anatomy will defend Customer from and against any claim by a third party alleging that Services when used as authorized under this Agreement infringes a U.S. patent, U.S. copyright, or U.S. trademark and will indemnify and hold harmless Customer from and against any damages and costs finally awarded against Customer or agreed in settlement by Anatomy (including reasonable attorneys’ fees) resulting from such claim, provided that Anatomy will have received from Customer: (i) prompt written notice of such claim (but in any event notice in sufficient time for Anatomy to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense and settlement (if applicable) of such claim; and (iii) all reasonable necessary cooperation of Customer. If Customer’s use of Services is (or in Anatomy’s opinion is likely to be) enjoined, if required by settlement or if Anatomy determines such actions are reasonably necessary to avoid material liability, Anatomy may, in its sole discretion: (a) substitute functionally similar products or services; (b) procure for Customer the right to continue using such Services; or if (a) and (b) are not commercially reasonable, © terminate this Agreement and refund to Customer the fees paid by Customer for the portion of the Subscription Term that was paid by Customer but not rendered by Anatomy. The foregoing indemnification obligation of Anatomy will not apply: (1) if such Services is modified by any party other than Anatomy, but solely to the extent the alleged infringement is caused by such modification; (2) if such Services is combined with products or processes not provided by Anatomy, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of such Services; (4) to any action arising as a result of Customer Data or any third-party deliverables or components contained within such Services; (5) to the extent the alleged infringement is not caused by the particular technology or implementation of the Services but instead by features common to any similar product or service; or (6) if Customer settles or makes any admissions with respect to a claim without Anatomy’s prior written consent. THIS SECTION 12 SETS FORTH Anatomy’s AND ITS SUPPLIERS’ SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, (i) UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE; AND (ii) EXCLUDING LIABILITY FOR A BREACH OF SECTION 11 (CONFIDENTIALITY), YOUR PAYMENT OBLIGATIONS AND INDEMNIFICATION OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE FEES ACTUALLY RECEIVED BY US FROM YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM. THE ABOVE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES.
13. Term and Termination
13.1. Term. This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.
13.2. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or © seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
13.3. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services (including any and all related Anatomy Technology). Provided this Agreement was not terminated for Customer’s breach, Customer may retain and use internally copies of all reports exported from any Services prior to termination. Customer acknowledges that following termination it will have no further access to any Customer Data input into any Service, and that Anatomy may delete any such data as may have been stored by Anatomy at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
13.4. Survival. The following Sections will survive any expiration or termination of this Agreement: 2 (Evaluation Period), 3.2 (Fees and Payment), 3.3 (Payment Via Credit Card), 4.2 (Storage of Customer Data), 4.4 (Indemnification by Customer), 4.5 (Aggregated Anonymous Data), 9 (Ownership), 10.2 (Warranty Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), 11 (Confidentiality), 14 (Term and Termination), and 15 (General Terms).
14.1 Assignment. This Agreement will bind to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of such party’s assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 17.1 will be null and void.
14.2 Governing Law; Dispute Resolution. a) Direct Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically entitled “Initial Notice of Dispute,” specifically setting forth the precise nature of the dispute (“Initial Notice of Dispute”). If an Initial Notice of Dispute is being sent to Anatomy it must be emailed to firstname.lastname@example.org. b) Arbitration. IN THE EVENT THAT A DISPUTE BETWEEN THE PARTIES CANNOT BE SETTLED THROUGH DIRECT DISPUTE RESOLUTION, AS DESCRIBED ABOVE, THE PARTIES AGREE TO SUBMIT THE DISPUTE TO BINDING ARBITRATION. BY AGREEING TO ARBITRATE, THE PARTIES AGREE TO WAIVE THEIR RIGHT TO A JURY TRIAL. The arbitration will occur in Delaware, but the parties may choose to appear by person, by phone, by another virtual means, or through the submission of documents. All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. The result of the arbitration shall be binding on the parties and judgment on the arbitrator’s award may be entered in any court having jurisdiction. The arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. c) Choice of Law and Jurisdiction. FOR ANY CLAIM WHICH IS NOT SUBJECT TO THIS DISPUTE RESOLUTION PROVISION, CUSTOMER AGREES TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN DELAWARE, USA. IN ANY DISPUTE, DELAWARE LAW SHALL APPLY. d) Construction and Joinder. THIS AGREEMENT MUST BE CONSTRUED AS IF IT WAS JOINTLY WRITTEN BY BOTH PARTIES. BOTH CUSTOMER AND ANATOMY AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS. NO ARBITRATION OR CLAIM UNDER THIS AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICES, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. IN THE EVENT OF ANY DISPUTE CONCERNING THE VALIDITY OR ENFORCEABILITY OF THIS PROVISION, SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. e) Injunctive Relief. Notwithstanding the above provisions, Anatomy may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
14.3 Amendments; Waivers. Except as otherwise provided herein, no supplement, modification, or amendment of this Agreement will be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived. No provision of any purchase order or other business form employed by Customer will supersede the terms and conditions of this Agreement, and any such document relating to this Agreement will be for administrative purposes only and will have no legal effect.
14.4 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Customer acknowledges that the Services are online, subscription-based products, and that in order to provide improved customer experience Anatomy may make changes to the Services.
14.5 Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
14.6 Subcontractors. Anatomy may use the services of subcontractors and permit them to exercise the rights granted to Anatomy in order to provide the Services under this Agreement, provided that Anatomy remains responsible for (i) compliance of any such subcontractor with the terms of this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
14.7 Subpoenas. Nothing in this Agreement prevents Anatomy from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but Anatomy will use commercially reasonable efforts to notify Customer where permitted to do so.
14.8 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
14.9 Government End-Users. Elements of the Services are commercial computer software. If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited.