Version 3.0 - February 2023
Welcome to anagram.care, the website and online service of Anagram, Inc. (“anagram.care," “Anagram, ”we,” or “us”) including any platforms, APIs, interfaces, related web sites, networks, embeddable widgets, downloadable software, and other services provided by us (the "Services").
PLEASE READ THESE TERMS OF SERVICE CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. BY ACCESSING, DOWNLOADING, USING, PURCHASING, OR SUBSCRIBING TO THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS OF SERVICE, FEES AND PRICING POLICY, BUSINESS ASSOCIATE AGREEMENT
If you are not eligible, or do not agree to these Terms of Service, then you do not have our permission to use the Services. These Terms of Service apply to all visitors, users, subscribers and others who access the Services (each, a “User”) and take effect when you click an "I Accept" button or checkbox presented with these Terms of Service or, if earlier, when you use any of the Services (the “Effective Date”).
1. Provision of Services
Anagram will (a) make the Services available to User, (b) provide applicable Anagram standard support for the Services to User at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Anagram may give advance electronic notice, in its discretion), and (ii) any unavailability caused by circumstances beyond Anagram’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem (other than one involving Anagram employees), User software, hardware, or third-party platforms or services used by User, Internet service provider failure or delay, or denial or service attack, and (d) provide the Services in accordance with laws and government regulations applicable to Anagram’s provision of its Services to its customers generally (i.e., without regard for User’s particular use of the Services), and subject to User’s use of the Services in accordance with these Terms of Service.
If User is a “Covered Entity” as defined by the Health Insurance Portability and Accountability Act (HIPAA), User agrees to the terms of our Business Associate Agreement
(“BAA”). Confidentiality of Protected Health Information (PHI) is governed by the BAA.
Anagram will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of User Data. As used in these Terms of Service, “User Data” means electronic data and information submitted by or for User to the Services or to access insurance information through the Services. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of User Data (other than by User). The terms of the BAA shall apply to the extent User Data includes Protected Health Information, as defined in the BAA.
2. Use of Services
Services are purchased as monthly, bi-annual, or annual (or additional periods as Anagram may offer from time to time) subscriptions. Subscriptions for Services may be added at any time at the same pricing as the underlying subscription pricing, prorated for the portion of the subscription period remaining at the time the subscriptions are added. Any added subscriptions will terminate on the same date as the underlying subscriptions. User agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments made by Anagram regarding future functionality or features.
Services are provided only at Authorized Locations. For purposes of these Terms of Service, “Authorized Locations” means the locations requested by User in the underlying subscription order. User will incur additional fees for all requests to change Authorized Locations. User will pay any additional location usage fees in accordance with Section 3.
User will (a) be responsible for User’s compliance with these Terms of Service, (b) be responsible for the accuracy, quality and legality of User Data, the means by which User acquired User Data and User’s authorization to use User Data, and to authorize Anagram to use User Data, with the Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Anagram promptly of any such unauthorized access or use, (d) obtain and maintain any equipment and ancillary services needed to connect to, access or otherwise use the Services, and (e) use Services only in accordance with these Terms of Service and applicable laws and government regulations. Any use of the Services in breach of the foregoing by User that in Anagram’s judgment threatens the security, integrity or availability of Services, may result in Anagram’s immediate suspension of the Services, however Anagram will use commercially reasonable efforts under the circumstances to provide User with notice and an opportunity to remedy such violation or threat prior to any such suspension and, in Anagram’s sole discretion, to limit any such suspension to only the scope (e.g., User, Authorized Location, and/or time period) Anagram deems necessary to protect the security, integrity, or availability of the Services.
If Anagram checks eligibility or submits claims for reimbursement for User’s patients, User will assure that Anagram receives complete and accurate log in credentials, claims information and any other necessary information, including, without limitation, providing National Provider Identification numbers and any other necessary documentation and will execute any such agreements necessary for Anagram to carry out the Services. User shall be and remain responsible for all coding and billing decisions that affect the amount of reimbursement and for the accuracy of all bills. Should a bill need to be resubmitted based on a User billing error, User shall be responsible for any limited fees associated with resubmission.
User will not (a) make any Service available to anyone other than User, or use any Service for the benefit of anyone other than User or User’s patients, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit malicious code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents an Authorized Location or User limitation, or use any Services to access or use any of Anagram intellectual property except as permitted under this Agreement, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on User’s own intranets or otherwise for its own internal business purposes, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
3. Fees and Payment
Fees are based on subscriptions purchased and not actual usage. Payment obligations are non-cancelable, and fees paid are non-refundable. Quantities of subscriptions purchased can be decreased only for a subsequent subscription period.
User will provide Anagram with valid and updated credit card information. User authorizes Anagram to charge such credit card for the initial subscription term and any renewal subscription term(s) as set forth in Section 8.1. Charges will be made in advance. User is responsible for providing complete and accurate credit card, billing and contact information to Anagram and notifying Anagram of any changes to such information.
If any fee amount is not received by Anagram by the due date, then without limiting Anagram’s rights or remedies, those fees may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
If any charge owing by User under this Agreement for services is 10 or more days overdue, Anagram may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full.
Anagram’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). User is responsible for paying all Taxes associated with its purchases hereunder. If Anagram has the legal obligation to pay or collect Taxes for which User is responsible under this section, Anagram will invoice User and User will pay that amount unless User provides Anagram with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Anagram is solely responsible for taxes assessable against it based on its income, property and employees.
The Services are not intended or designed for use by children under the age of 18. We do not knowingly allow children under the age of 18 to create Service accounts and do not knowingly collect personally identifiable information from such individuals. By agreeing to these Terms of Service, User represents and warrants to us that: (a) User is at least 18 years of age; (b) User has not previously been suspended or removed from the Services; and (c) User’s registration and use of the Services is in compliance with all applicable laws and regulations. If User is using the Services on behalf of an entity, organization, or company, User represents and warrants that User has the authority to bind that organization to these Terms of Service and User agrees to be bound by these Terms of Service on behalf of that organization. Anagram may, in its sole discretion, refuse to offer the Services to any person or entity, and may change its eligibility criteria at any time.
5. Users that are Providers and/or Entities Acting on Behalf of Patients (“Customer”).
Any User acting on behalf of patients shall only have the right to use the Services for the benefit of itself or its patients and will ensure that neither it nor its, employees, or contractors will, directly or indirectly use the Services or any software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels, and that each User and its employees and contractors will be bound by these Terms of Service. With respect to any software that is distributed or provided to User for use on premises or devices, Anagram hereby grants User a non-exclusive, non-transferable, non-sublicensable license to use such software, while in compliance with these Terms of Service, only in connection with the Services.
User represents, covenants, and warrants that User will use the Services only in compliance with Anagram’s standard published policies then in effect and all applicable laws and regulations, including those relating to privacy and data security and under the terms and conditions of these Terms of Service. User represents that it has instructed Anagram to utilize any patient health information (PHI) in accordance with the BAA, other policies in place at Anagram and that it has received appropriate permission and authorization from a patient where necessary for Anagram’s use of any information. User further, specifically represents, covenants, and warrants that User will not access personal information as defined under applicable law, unless doing so would be permitted by applicable law. User further specifically represents, covenants, and warrants that User will not provide access to Services to any contractor, such that contractor can access personal information as defined by applicable law, unless doing so would be permitted by applicable law and will ensure that contractor abides by these Terms of Service. User hereby agrees to indemnify and hold harmless Anagram against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing, these Terms of Service, or otherwise from User’s, its patient’s or its contractor’s use of the Services. The above shall not be interpreted or construed to limit the indemnification otherwise contained herein. Although Anagram has no obligation to monitor User’s use of the Services, Anagram may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
User shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). User shall also be responsible for maintaining the security of the Equipment, User account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of User account or the Equipment with or without User’s knowledge or consent. User will be responsible for its own compliance with all state and federal privacy laws.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Anagram includes non-public information regarding features, functionality and performance of the Services and all terms of any additional agreement, including but not limited to specific services and pricing. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information, unless such third person is a contractor providing service at User’s office, clinic or health center, in which case User will ensure that contractor is subject to the requirements herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after 7 years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Anagram shall own and retain all right, title and interest in and to (a) the Services and software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, data record, or other technology developed in connection with any training or other services or support, and (c) all intellectual property rights related to any of the foregoing. The above will not be interpreted or construed to limit any other intellectual property rights contained in these Terms of Service. Notwithstanding anything to the contrary, Anagram shall have the right to use data (a) to provide and ensure proper operation of the Services and associated systems, (b) for Anagram’s business management and operations, including accessing data as needed to increase accessibility of benefits to patients, and (c) to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom), and Anagram will be free to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) disclose such data in connection with its business as permitted under applicable laws and regulations. Anagram shall own and retain all right, title and interest in such information. No rights or licenses are granted except as expressly set forth herein. Anagram shall also own the statistical data derived from the operation of the Services. Nothing in these Terms of Service shall be construed as prohibiting Anagram from utilizing such data to optimize and improve the Services or otherwise operate Anagram’s business; provided that if Anagram provides such data to third parties, such data shall be de-identified and presented in the aggregate so that it will not disclose the identity of User to any third party.
User has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. If Anagram checks eligibility or submits claims for reimbursement for User’s patients, User must provide Anagram with complete and accurate patient and claims information. User shall assist Anagram by providing National Provider Identification numbers and any other necessary documentation and will execute any such agreements necessary for Anagram to carry out the verification, submission and reimbursement services. User shall be and remain responsible for all billing decisions that affect the amount of reimbursement and for the accuracy of all bills. Should a bill need to be resubmitted based on a User billing error, User shall be responsible for any limited fees associated with resubmission. Anagram shall be and remain responsible for all coding that affects the amount of reimbursement.
User grants Anagram a worldwide, license to host, access, copy, use, transmit, and display User Data, each as appropriate for Anagram to provide and ensure proper operation of the Services and associated systems and for Anagram’s business management and operations, including accessing data as needed to increase accessibility of benefits to patients. Subject to the licenses granted herein, Anagram acquires no right, title or interest from User under these Terms of Service in or to any User Data. User also grants Anagram a worldwide, perpetual, irrevocable, royalty free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction or other feedback provided by User relating to the operation of the Services.
User acknowledges that, in accordance with the BAA, Anagram may retain patient information after termination of a subscription.
6. Passwords, Usernames and Accounts
User’s Anagram account gives User access to the Services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If User opens an Anagram account on behalf of a company, organization, or other entity, then (a) “User” includes User and that entity, and (b) User represents and warrants that User is an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that User agrees to these Terms of Service on the entity’s behalf. User may never use another User’s account without permission. The Services allow User to record and store information. User is solely responsible for the activity that occurs on User’s account, and are responsible for taking all reasonable steps to ensure that no unauthorized person shall have access to User’s password or account. It is User’s sole responsibility to (1) control the disclosure and use of User’s account and password; (2) authorize, monitor, and control access to and use of User’s account and password; (3) promptly change User’s password if User feels it has become compromised; and (4) promptly inform us using the link email@example.com of any need to deactivate User’s account entirely. User grants us and all other persons involved in the operation of the Services the right to transmit, monitor, retrieve, store and use User’s information in connection with the operation of the Services. User represents and warrants to us that all information submitted to us through User’s account is current, accurate and complete and Anagram does not assume any responsibility or liability for information User submits, User’s or third-parties’ use or misuse of information transmitted or received using the Services. To change User’s password, click the Secure Login portal, sign in and change the password in the account information section.
7. User Information
8. Term and Termination
The term of each subscription shall be the subscription period selected by User at the time of purchase or as subsequently modified in accordance with these Terms of Service. Subscriptions will automatically renew for additional subscription periods equal to the expiring subscription term, unless either party gives the other party notice of non-renewal at least (a) 7 days for monthly or other subscription periods less than 6 months, or (b) 30 days for 6 month or annual subscriptions, in each case, prior to the end of the then-current term. The pricing during any renewal term will be at Anagram’s applicable list price in effect at the time of the renewal.
A party may terminate a subscription for cause (i) upon prior written notice to the other party of a material breach of these Terms of Service if such breach remains uncured at the expiration of the subscription term or 30 days from the receipt of written notice for 6 month or annual subscriptions, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
If a subscription is terminated by User in accordance with Section 8.2, Anagram will refund User any prepaid fees covering the remainder of a 6 month or annual term after the effective date of termination. If this Agreement is terminated by Anagram in accordance with Section 8.2, User will pay any unpaid fees and charges covering the remainder of the subscription term. In no event will termination relieve User of its obligation to pay any fees payable to Anagram for the period prior to the effective date of termination.
Sections 1.2, 3, 5, 8, 9, and 14 – 28 will survive any termination or expiration of User’s subscription or use of Anagram’s Services.
9. Communications by email
By accepting these Terms of Service, User agrees to receive essential communications from us by email. These communications may include (but are not limited to): notifications of purchase of service, submission claim and status of submitted claim.
10. Our Blog and Other Content
Our blog and all other content such as text, graphics, images and information available on the Services (collectively the “Content”) is for informational purposes only. Reliance on the Content is solely at User’s own risk. The Content is protected by copyright under both United States and foreign law. Anagram owns the Content. Any use of the Content not expressly permitted by these Terms of Service may violate copyright, trademark and other law. Content and other features of the Services are subject to change without notice.
We may provide links to third-party websites. In each such instance, where practicable, we will let User know when User is leaving the Services and linking to a third-party website. We are not responsible for the content, security or the privacy practices of third-party websites and do not make any representations regarding their content or accuracy. User’s use of any third-party website is at User’s own risk. Links to third-party websites do not constitute or imply endorsement by us of those sites, the information they contain or any products or services they describe.
12. Mobile Software
From time to time, we may make available software to access the Services via a mobile device (“Mobile Software”). To use the Mobile Software User must have a mobile device that is compatible with the Mobile Software. We do not warrant that the Mobile Software will be compatible with User’s mobile device. User agrees that User is solely responsible for any mobile data usage or other similar charges incurred by User in connection with the Mobile Software. Subject to these Terms of Service, we grant User a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one Anagram account on one mobile device owned or leased solely by User and in accordance with the features made available to User. User may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Mobile Software.
User acknowledges that we may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that User is using on User’s mobile device. User consents to such automatic upgrading on User’s mobile device, and agree that these Terms of Service will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and we or our third-party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by User to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms of Service, is void.
13. No Professional Advice
If we provide User any professional information in the course of providing the Services, User understands and agrees that it is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any such information without first seeking independent professional advice from a person who is licensed and/or qualified in the applicable area. For clarity, User will be solely responsible for: (i) compliance with any and all applicable laws, rules, and regulations affecting User’s business; and (ii) any use User may make of the Services to assist in complying with any such laws, rules, or regulations. The Services do not include any legal, regulatory, accounting, or tax advice, and User will rely solely upon User’s own advisors with respect to such advice. We may also aggregate or otherwise strip data of all personally identifying characteristics and may share that aggregated, anonymized data with third parties.
14. Service Rules
You agree not to engage in any of the following prohibited activities:
- Copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping.”
- Using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Anagram servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from anagram.care for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).
- Transmitting spam, chain letters, or other unsolicited email.
- Attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services.
- Taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure.
- Uploading invalid data, viruses, worms, or other software agents through the Services.
- Collecting or harvesting any personally identifiable information, including account names, from the Services.
- Using the Services for any commercial solicitation purposes; impersonating another person or otherwise misrepresenting User’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide User’s identity.
- Using the Services in order to obtain information about us, the Service, or our customers for the purpose of competing with us or otherwise replicating some or all of the Services for any reason.
- Interfering with the proper working of the Services; accessing any content on the Services through any technology or means other than those provided or authorized by the Services.
- Bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
We may, without prior notice, and solely in compliance with any applicable laws, change the Services; stop providing the Services or features of it, to User or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend User’s access to the Services without notice and liability for any lawful reason, including if in our sole determination that User violated any of these Terms of Service, or for no reason if lawfully permitted. Upon any such termination, User continues to be bound by these Terms of Service.
15. No Unlawful or Prohibited Use
As a condition of User’s use of the Services, User warrants to us that User will not use the Services for any purpose that is unlawful or prohibited by these Terms of Service. If User violates any of the Terms of Service, User’s permission to use the Service automatically ends.
16. Disclaimer of Warranty
THE SERVICES ARE PROVIDED "AS IS," WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED. USER ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USER’S USE OF THE SERVICES, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OR THROUGH THE SERVICES SHALL CREATE A WARRANTY OF ANY KIND. ANY REFERENCES TO SPECIFIC PRODUCTS OR THIRD-PARTY SERVICES DO NOT CONSTITUTE OR IMPLY A RECOMMENDATION OR ENDORSEMENT BY THE SERVICES UNLESS SPECIFICALLY STATED OTHERWISE.
17. Limitation of Liability
IN NO EVENT SHALL WE AND OUR AFFILIATES, SUPPLIERS, AND OTHER THIRD PARTIES MENTIONED OR LINKED TO ON THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES, INCLUDING THE CONTENT AND INFORMATION CONTAINED THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER’S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER.
User agrees to defend, indemnify and hold harmless Anagram and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) User’s use of and access to the Services including any data or content transmitted or received by User; (ii) User’s violation of any term of these Terms of Service, including without limitation User’s breach of any of the representations and warranties above; (iii) User’s violation of any third-party right, including without limitation any right of privacy, right provided by any labor or employment law, rule, or regulation, or intellectual property right; (iv) User’s violation of any applicable law, rule or regulation; (v) any information, materials, content or account information that is submitted via User’s account including without limitation misleading, false, or inaccurate information; (vi) User’s gross negligence or willful misconduct; or (vii) any other party’s access and use of the Services (or access and use of any third-party service via the Services) with User’s unique username, password or other appropriate security code (or, with respect to third-party services, User’s account information).
19. Our Proprietary Rights and Digital Millennium Copyright Act
Except for materials such as logos, trademarks, and service marks owned by our business partners or licensors, the Service and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Anagram Content”), and all related intellectual property rights, are the exclusive property of Anagram. Except as explicitly provided herein, nothing in these Terms of Service grants to User a license in or under any such intellectual property rights, and User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Anagram Content. Use of the Anagram Content for any purpose not expressly permitted by these Terms of Service is strictly prohibited. Any rights not expressly granted by these Terms of Service are reserved by us. Content and features are subject to change or termination without notice in our editorial discretion. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If User believes in good faith that materials appearing on anagram.care infringe User’s copyright, User (or User’s agent) may send us a notice requesting that the material be removed, or access to it blocked. For User’s complaint to be valid under the DMCA, User must provide the following information in writing: - An electronic or physical signature of a person authorized to act on behalf of the copyright owner - Identification of the copyrighted work that User claims has been infringed - Identification of the material that is claimed to be infringing and where it is located on the Service - Information reasonably sufficient to permit Anagram to contact User, such as User’s address, telephone number, and, e-mail address - A statement that User has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law - A statement, made under penalty of perjury, that the above information is accurate, and that User is the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
Anagram Attn: DMCA Notice 548 Market St. PMB 77107 San Francisco, CA 94104 Telephone: 415-692-6750 Email: firstname.lastname@example.org
UNDER FEDERAL LAW, IF USER KNOWINGLY MISREPRESENTS THAT ONLINE MATERIAL IS INFRINGING, USER MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Anagram and its affiliates that User’s copyrighted material has been infringed. The preceding requirements are intended to comply with Anagram's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding User’s rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Anagram has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Anagram may also at its sole discretion limit access to the Services and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
20. Governing Law
User agrees that: (i) the Services shall be deemed solely based in Delaware; and (ii) the Services shall be deemed passive ones that do not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms of Service evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to these Terms of Service shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. User agrees to submit to the personal jurisdiction of the federal and state courts located in Dover, Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. User agrees that Dover, Delaware is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH USER CAN SEEK RELIEF FROM US.
For any dispute with us, User agrees to first contact us at email@example.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a dispute it has with User after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Dover, Delaware, unless User and Anagram agree otherwise. If User is using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If User is an individual using the Services for non-commercial purposes: (i) JAMS may require User to pay a fee for the initiation of User’s case, unless User applies for and successfully obtains a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include User’s costs of arbitration, User’s reasonable attorney’s fees, and User’s reasonable costs for expert and other witnesses; and (iii) User may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve User of User’s commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing us from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.
22 Export Laws and Regulations
The Services and other Anagram technology may be subject to export laws and regulations of the United States and other jurisdictions. Anagram and User each represents that it is not named on any U.S. government denied-party list. User will not permit any User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
23. Class Action/Jury Trial Waiver
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. USER AGREES THAT, BY AGREEING INTO THESE TERMS OF SERVICE, USER AND ANAGRAM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
24. General Assignment
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by User, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
25. Notification Procedures and Changes to the Terms of Service
We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to User via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that User may opt out of certain means of notification as described in these Terms of Service. Anagram is not responsible for any automatic filtering User or User’s network provider may apply to email notifications we send to the email address User provide us. We may, in our sole discretion, modify or update these Terms of Service from time to time, and so User should review this page periodically. When we change the Terms of Service in a material manner, we will update the date at the top of this page. User’s continued use of the Services after any such change constitutes User’s acceptance of the new Terms of Service. If User does not agree to any of these Terms of Service or any future Terms of Service, do not use or access (or continue to access) the Services.
26. Entire Agreement/Severability
These Terms of Service, together with any amendments and any additional agreements User may enter into with Anagram in connection with the Services, shall constitute the entire agreement between User and us concerning the Services. If any provision of these Terms of Service are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
27. No Waiver
No waiver of any of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.