AnzuReader™ User Agreement

This AnzuMedical™ User Agreement ("Agreement") is made between Art Research & Technology, LLC, an Arizona limited liability company (“ART”) and you, or, if you represent an entity or other organization, the entity or organization that you represent (in either case “You”) and provides the terms and conditions under which You may access, download and use the AnzuMedical™ software application (the “AnzuMedical”) and the services provided in connection with the AnzuMedical (“Services”). 
ART provides the AnzuMedical as a web-based application for use on the Apple® iPad to enable you to view third party publications and add your commentary and notes for storage and sharing with others.  All access to and use of the AnzuMedical and all Services is subject to the terms of this Agreement. 

ART reserves the right, at any time, to modify the functionality of the AnzuMedical or the terms of this Agreement by making such modification available on the AnzuMedical or by providing other notice to You.  Any modification will be effective immediately upon posting on the AnzuMedical or such other notice.  Material modifications will be conspicuously posted.   If You do not approve of any such modification, You may terminate this Agreement at any time as set forth in Section 4 below.  If You do not terminate this Agreement, You will be deemed to have agreed to such modifications through Your continued use of the AnzuMedical. 

Apple and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon the Effective Date, Apple will have the right (and will be deemed to have accepted the right) to enforce this against You as a third party beneficiary of this Agreement.

1. Definitions.  Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States. 
2. Content and Submissions. 
1. AnzuMedical Content.  All text, files, images, graphics, illustrations, information, data, audio, video, photographs or other content included directly or by link or other reference or otherwise published or displayed through the AnzuMedical or the Services (collectively, “AnzuMedical Content”) are owned either by ART or by one or more third party content provider(s) ("Content Provider(s)") and licensed to ART, as applicable.  The ART name, logo and the product and service names associated with the AnzuMedical are trademarks of ART (or its third party providers), and no right or license is granted to You to use them. The Content Provider name, logo and the product and service names on the AnzuMedical are trademarks of Content Provider (or its third party providers), and no right or license is granted to You to use them.  As between You and ART (or You and any Content Provider), all AnzuMedical Content is owned by ART or the Content Provider as applicable. 
2. License.  Subject to Your compliance with this Agreement, ART or Content Provider (as applicable) grants to You a non-exclusive, personal, non-transferable, non-sublicensable, limited license solely to use AnzuMedical and to access certain AnzuMedical Content and make Submissions as contemplated below on any iPad that You own or control and to access AnzuMedical Content, without modification, for Your own personal purposes in accordance with this Agreement and as permitted by the Apple Usage Rules for licensed applications and the App Store Terms of Service.  Notwithstanding the foregoing, Your access to AnzuMedical Content made available by a Content Provider may be subject to Your subscription to such AnzuMedical Content from the Content Provider.  In the event, Your relationship with the Content Provider is terminated, You understand and agree that ART will no longer be able to provide you access to new AnzuMedical Content from the Content Provider, but AnzuMedical Content previously received from such Content Provider will remain available to you via the AnzuMedical.  ART has no responsibility or liability with respect to any arrangement between You and a Content Provider.  In addition, certain AnzuMedical Content is available for separate purchase, use and download via the AnzuMedical.  Purchase of any AnzuMedical Content does not give you ownership rights in such AnzuMedical Content but provides you a non-exclusive, personal, non-transferable, non-sublicensable, limited license to access such AnzuMedical Content and make Submissions for such AnuzReader Content as further set forth below.
3. Restrictions.  Except as expressly set forth in Section 2.2, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the AnzuMedical or any AnzuMedical Content or any Intellectual Property Rights (as defined below) therein or related thereto and You may not use, modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit or utilize any portion of the AnzuMedical or any AnzuMedical Content without the prior written permission of ART or the Content Provider, as the case may be.  For purposes of this Agreement, “Intellectual Property Rights” means all worldwide intellectual property and proprietary rights, including without limitation all trade secrets, patents and patent applications, copyrights, trademarks, trade names, service marks, moral rights, contractual rights and other intellectual property and proprietary rights.  ALL ANZUMEDICAL Content IS PROVIDED solely for informational purposes and you are solely responsible for any use of or reliance on any ANZUMEDICAL content. 
4. Parties.  You understand and agree that this Agreement is solely between you and art and apple is not responsible or liable for the AnzuMedical or the AnzuMedical content, OR FOR ADDRESSING ANY CLAIMS RELATING TO YOUR USE OR POSSESSION OF THE ANZUMEDICAL OR THE SERVICES, INCLUDING BUT NOT LIMITED TO (I) PRODUCT LIABILITY CLAIMS, (II) ANY CLAIM THAT THE ANZUMEDICAL FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT, OR (III) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION.  Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the AnzuMedical.
5. Submissions.  For purposes of this Agreement, Your “Submissions” will include submissions, responses and other observations, comments, criticisms, and notes, You provide through the AnzuMedical in response to other AnzuMedical Content.  By making a Submission, You represent and warrant that You are the original author of the Submission and own all right, title and interest in and to the Submission.  You retain all ownership rights in Your Submissions.  However, by making a Submission, You agree to and hereby irrevocably license to ART the right to reproduce and display Your Submission and to modify the format of Your Submission as may be necessary to receive, store, maintain and post Your Submission as part of the Services.  If you designate Your Submission for public posting via the AnzuMedical, ART will make Your Submission available to others on the AnzuMedical network.  Neither ART nor the Content Provider is responsible or liable for any deletion, destruction, damage, loss, or failure to store or back-up any Submission.  Submissions should not contain profanity, vulgarity, personally identifiable information of a third party or other inappropriate or unlawful content or depict any of the above.  ART may take remedial action if any Submission violates this Agreement, provided that ART is under no obligation to review any Submission for accuracy or potential liability.  You represent and warrant to ART that You have all necessary right, title, interest and consents necessary to grant to ART the licenses granted in this Agreement in and to each of Your Submissions.  You understand and agree that neither ART nor Content Provider assumes any liability or responsibility for any content or material of any kind that is submitted to or posted on any area of the AnzuMedical by You or by any other users or third parties.  You acknowledge that ART is merely a publisher of any such content or material and is acting solely as a “service provider” for purposes of Section 512(c) of the Copyright Act. 
6. Contact.  Any questions, complaints, claims, or support issues with respect to the AnzuMedical should be directed to ART at the address below and not to Apple. 

Art Research & Technology, LLC
2777 E. Camelback Road, Suite 140
Phoenix, Arizona 85016
(602) 956-3560
E-mail: info@anzupower.com

3. Term and Termination.  This Agreement will be effective upon the Effective Date and will continue until terminated.  You may terminate this Agreement at any time and for any reason or no reason by providing written notice of such termination to ART or by following any instructions for termination provided through the AnzuMedical.  ART may terminate this Agreement or Your access to or use of the Services at any time, for any reason or no reason, in ART’s sole discretion.  Without limiting ART’s right to terminate this Agreement, ART may also suspend Your access to the AnzuMedical or any Services, with or without notice to You, upon any actual, threatened or suspected breach of this Agreement or of applicable law or upon any other conduct inappropriate or detrimental to the AnzuMedical, the Services, or to ART or the Content Provider.  Upon termination or expiration of this Agreement for any reason all rights granted to You under this Agreement will terminate and ART may immediately terminate Your access to the AnzuMedical and all Services and You will immediately cease all use of and access to the AnzuMedical and all Services.  The following sections will survive any expiration or termination of this Agreement: 1, 2.1, 2.3, 2.5, 3, 6, 7, 8, 10, 11-16, and 18.
4. Data Privacy; Applicable Policies and Terms.  In addition to the terms of this Agreement, Your access to and use of the AnzuMedical and all Services is subject to ART’s then-current policies relating to the AnzuMedical, including, without limitation, the ART Privacy Policy, also available at www.anzupower.com/privacy (the “Privacy Policy”).  You expressly consent to the use and disclosure of personally identifiable information and other data and information as described in the then-current Privacy Policy for the AnzuMedical.  You acknowledge and agree that Your user ID may be displayed in connection with Your Submissions and all information You may provide may be shared with the Content Provider.  In addition, You acknowledge and agree that ART may disclose all information You may provide with respect to a Submission or Your access to and use of the AnzuMedical to the Content Provider to whose Content that Submission relates.  ART may also receive information about Your from any Content Provider to whom You provide information as may be necessary to allow You access to the AnzuMedical Content from such Content Provider.
5. Non-US Users. ART is an Arizona limited liability company and the Services are provided by ART and its services providers and are based in the United States. The personal information which You may provide upon registering to use the Services from ART will be used in connection with Your use of the Services and will be transferred to and maintained in ART's records in the United States. If you do not consent to this transfer, do not accept this Agreement. 
6. Restrictions.  You acknowledge that the AnzuMedical and the Services, and the databases, software, hardware and other technology used by or on behalf of ART to operate the AnzuMedical and provide the Services (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets and intellectual property of ART.  You will not, and will not permit any third party to: (1) access or use the AnzuMedical, in whole or in part, except as expressly provided in this Agreement; (2) use the AnzuMedical to harvest or collect e-mail addresses or other contact information of third parties by any means; (3) use the AnzuMedical in any unlawful manner or in any other manner that could damage, disable, overburden or impair the AnzuMedical; (4) use automated scripts or bots to use or access the AnzuMedical; (5) use the AnzuMedical to intimidate or harass any other people or entities; (6) alter, modify, reproduce, create derivative works of the AnzuMedical, AnzuMedical Content, or Technology; (7) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the AnzuMedical or otherwise make the AnzuMedical, or access thereto, available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the AnzuMedical or the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the AnzuMedical or the Technology; or (10) interfere in any manner with the operation or hosting of the AnzuMedical or the Technology, or attempt to gain unauthorized access to the AnzuMedical or the Technology. 
7. Warranties and Disclaimer. 
1. Warranties By You.  You hereby represent, warrant, and covenant for the benefit of ART that: (a) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (b) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with the AnzuMedical or any Services; and (c) Your Submissions, and any other data, information or content You provide in connection with this Agreement and Your access to the AnzuMedical, is correct and current.   You further represent, warrant and covenant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You not listed on any U.S. Government list of prohibited or restricted parties.
2. Disclaimer.  THE ANZUMEDICAL (INCLUDING ALL ANZUMEDICAL CONTENT) AND ALL SERVICES ARE PROVIDED TO YOU STRICTLY “AS IS” AND “AS AVAILABLE” AND ART EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE ANZUMEDICAL, THE SERVICES AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT.  NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ART, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL CREATE ANY WARRANTIES BY OR ON BEHALF OF ART.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
3. In the event the AnzuMedical fails to conform to any applicable warranty You may notify Apple and Apple will refund any purchase price, if applicable, for the AnzuMedical.  To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the AnzuMedical, and Apple has no responsibility for any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.  ART, not Apple, is responsible for addressing any claims relating to the AnzuMedical or Your possession and/or use of the AnzuMedical.
8. Indemnity.  You hereby indemnify, defend, and hold harmless ART and its respective parent, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from (1) any actual or alleged violation of any laws, rules, regulations, or ordinances; (2) any actual or alleged breach of this Agreement; (3) Your access to or use of the AnzuMedical, the Services, or any AnzuMedical Content, whether or not in breach of this Agreement; (4) any infringement, misappropriation, or other violation of any Intellectual Property Rights by You; or (5) any of Your Submissions or the use thereof by ART or the Content Provider.  ART will provide You with notice of any such claim or allegation, and Indemnified Parties will have the right to participate in the defense of any such claim at its expense.
9. Infringement. In the event of any third party claim that the AnzuMedical or Your possession and use of that AnzuMedical infringes any third party’s intellectual property rights, as between ART and Apple, it is ART and not Apple that will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
10. Limitation on Liability.  IN NO EVENT WILL ART BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF this agreement, THE AnzuMedical (INCLUDING any ANZUMEDICAL Content), any services (including any contest), or any submission, EVEN IF ART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.  ART’S TOTAL CUMULATIVE AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, the AnzuMedical (INCLUDING any brief or other ANZUMEDICAL Content), AND all SERVICES (including any contest), WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100, EVEN IF SUCH REMEDY SHOULD FAIL OF ITS ESSENTIAL PURPOSE.  You agree THAT THE FREE ACCESS TO THE ANZUMEDICAL and the services REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND acknowledge THAT ART WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.  IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, ART'S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 
11. Confidentiality.  For purposes of this Agreement, “Confidential Information" means all nonpublic information disclosed or made available to You under this Agreement that relates to the Technology, the AnzuMedical, or the finances, operations, customers or business of ART or any Content Provider.  For the avoidance of doubt, (1) the AnzuMedical, Technology, and AnzuMedical Content are the Confidential Information of ART or Content Provider (as applicable), and (2) the data and information permitted to be used and disclosed by ART under Section 9 will not be Your Confidential Information.  You agree to protect the Confidential Information of ART and the Content Providers with the degree of care that You use to protect Your own confidential information of like nature, but in no case less than reasonable care.  You agree that, except as expressly directed by ART, You will not at any time during or after the term of this Agreement: (1) disclose any Confidential Information to any third party; (2) permit any third party to examine and/or make copies of any reports, documents or electronic data containing Confidential Information; or (3) use any of the Confidential Information for any reason other than for the purposes of this Agreement.  As applicable, You may disclose Confidential Information to those of Your employees having a need to receive the Confidential Information in the performance of their duties under this Agreement, provided, however, that such personnel are informed of the confidentiality obligations hereunder and use their best efforts to ensure their compliance with those obligations.  If You are required to disclose any Confidential Information pursuant to any statute, regulation, order, subpoena or document discovery request, You will furnish written notice of such disclosure to ART as soon as practicable in order to afford ART the opportunity to seek a protective order and You will reasonably cooperate in such efforts.  If any conflict arises between the Privacy Policy and the provisions of this Section 10, the provisions of this Section 10 shall control. 
12. Claims of Infringement.  Just as ART requires users of the AnzuMedical to respect the copyrights and other intellectual property rights of ART, its affiliates, and other third parties, ART respects the copyrights and other intellectual property rights of users of the AnzuMedical and other third parties.  If You believe in good faith that Your copyrighted work has been reproduced on the AnzuMedical without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to:

Art Research & Technology, LLC
Attn: Mark C. Phelps, Designated Copyright Agent
2777 E. Camelback Road, Suite 140
Phoenix, Arizona 85016
(602) 956-3560
(602) 956-4762 (fax)
copyrightagent@anzupower.com


Please provide the following information to ART’s Copyright Infringement Agent:  (1) the identity of the infringed work, and of the allegedly infringing work; (2) Your name, address, daytime phone number, and email address, if available; (3) a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the owner; and (5) Your electronic or physical signature. 

13. Linked Sites.  The AnzuMedical, AnzuMedical Content, and communications sent in connection with the AnzuMedical and AnzuMedical Content may contain links to third-party sites that are not under the control of ART, and ART is not responsible for any content on any linked site.  If you access a third-party site from the AnzuMedical or from a communication sent by ART, then you do so at your own risk.  ART does not endorse or accept any responsibility for those third-party sites. 
14. Disputes.  Except as otherwise provided below, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach or termination, of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section.  If any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, such Dispute will be finally settled through binding arbitration under the arbitration of the International Chamber of Commerce (“ICC”) then in effect (the “Rules”).  Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules.  The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties.  If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules.  The arbitration will be conducted exclusively in the English language at a site specified by ART in Phoenix, Arizona.  The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues or accountings presented or plead to the arbitrator.  The award of the arbitrators will require payment of the costs, fees and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party.  Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof.  Any additional costs, fees or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. 
15. Notices.  All official or legal notices to be given by You to ART under this Agreement will be made in writing and will either be via: (1) hand-delivery; (2) Federal Express (or a comparable overnight mail service); (3) facsimile transmission (provided that an original copy of a transmission will be delivered by some other means permitted by this Section 15); or (4) certified mail, return receipt requested, to the other party at its respective addresses or telephone/fax number set forth above.  All official or legal notices to be given by ART to You may be made via any of the methods stated in the previous sentence or additionally via posting to the AnzuMedical or via email to the current email address on file for You.  All notices will be effective upon receipt (or when delivery is refused) or 3 business days after being deposited in the mail as required above, whichever occurs sooner.  Either party may change its address for notice by giving notice of the new address to the other party. 
16. Governing Law.  The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Arizona, U.S.A. as such laws apply to contracts between Arizona residents performed entirely within Arizona.  Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement exclusively in a federal court in the District of Arizona, U.S.A. or in state court in Phoenix, Arizona U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by ART. 
17. California Users.  Under California Civil Code Section 1789.3, California users of the Service receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N Street, #501, Sacramento, California 95814, or by telephone at 1-916-445-1254.
18. General.  This Agreement is the complete and exclusive understanding and agreement regarding the AnzuMedical and all Services, and supersedes any oral or written proposal, agreement or other communication between ART and You, regarding Your access to and use of the AnzuMedical and the Services.  Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties.  All waivers under this Agreement must be in writing.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.  If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force.  The prevailing party in any lawsuit, arbitration or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees and reasonable attorneys’ fees, including costs and fees on appeal.  Neither this Agreement nor any rights or obligations of You hereunder may be assigned or transferred by You (in whole or in part and including by sale, merger or operation of law) without the prior written approval of ART.  Any assignment in violation of the foregoing will be null and void.  ART may freely assign this Agreement or any of its rights hereunder.  The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.  This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement.