Terms of Service
Effective Date: July 1, 2026
These Terms of Service (the “Terms”) govern access to and use of Anatomy, also referred to as L.B. Foster’s Anatomy Asset Management System or Anatomy Asset Intelligence, including the related platform, software, dashboards, APIs, agents, and related services (collectively, the “Service”). These Terms are entered into by and between L.B. Foster Company, a Pennsylvania corporation (“Company”), and the customer identified in an applicable Order Form, online registration, or other ordering document (“Customer”).
By accessing or using the Service, clicking to accept these Terms, or executing an Order Form, Master Service Agreement, or other ordering document that references these Terms, Customer agrees to be bound by these Terms.
If Customer and Company have executed a separate written Master Service Agreement or other negotiated agreement governing Customer’s use of the Service (an “MSA”), the MSA will control over these Terms solely to the extent of any conflict or inconsistency. In the absence of an applicable MSA, these Terms govern Customer’s access to and use of the Service.
1. Definitions and Interpretive Rules
1.1 “Aggregated Data” means data, created by Company from Customer Data, Usage Data, Derived Data, or other data, that has been combined or summarized with other data so that it does not identify, and cannot reasonably be used to identify, Customer, an Authorized User, any individual, or any specific Customer asset, system, account, or environment.
1.2 “Agreement" means these Terms together with each applicable Order Form, the Privacy Policy, the DPA, and any applicable MSA.
1.3 “Authorized User” means an employee, contractor, or other individual authorized by Customer to access and use the Service on Customer’s behalf.
1.4 “Customer Data” means telemetry, sensor data, operational data, asset data, device status information, configuration state, event data, diagnostic data, performance data, location data where enabled, command history, and other data transmitted by, collected from, or generated by Customer’s connected assets, endpoints, equipment, or related systems through the Service. Customer Data may include Personal Data. To the extent Customer Data includes or constitutes Personal Data, Company will process such Personal Data in accordance with the Privacy Policy, the DPA, and applicable law.
1.5 “Customer Environment” means Customer’s assets, devices, endpoints, equipment, systems, networks, accounts, credentials, software, data, infrastructure, facilities, and operating environments monitored, administered, accessed, controlled, or managed through the Service.
1.6 “De-identified Data” means data, created by Company from Customer Data, Usage Data, Derived Data, or other data, that Company has processed so that it cannot reasonably be used to identify Customer, an Authorized User, any individual, or any specific Customer asset, system, account, or environment, taking into account the data itself and other information reasonably available to Company.
1.7 “Derived Data” means data, analyses, models, metrics, scores, trends, insights, benchmarks, predictions, alerts, recommendations, and other information or outputs generated by or through the Service from Customer Data, Usage Data, or both. Derived Data excludes Customer Data itself and any data that merely reproduces Customer Data in substantially untransformed form.
1.8 “Documentation” means Company’s user guides, technical documentation, and usage instructions for the Service made available to Customer.
1.9 “DPA” means Company’s Data Processing Agreement applicable to Personal Data processed by Company on behalf of Customer in connection with the Service.
1.10 “MSA” means a separate written master services agreement or other negotiated agreement executed by authorized representatives of Company and Customer governing Customer’s access to or use of the Service.
1.11 “Order Form” means an order form, statement of work, online sign-up flow, purchase document, or other ordering document specifying the Service purchased by Customer.
1.12 “Online Terms” means these Terms as presented through Company’s website, application, registration flow, or similar clickwrap, browsewrap, or electronic acceptance mechanism.
1.13 “Permitted AI/ML Uses” means the development, training, retraining, tuning, testing, validation, operation, and improvement of machine learning and artificial intelligence models, features, automations, analytics, and related systems using Aggregated Data, De-identified Data, Derived Data, Usage Data, or Customer Data for which Customer has provided any opt-in required under Section 6.4(b), in each case subject to these Terms, the Privacy Policy, the DPA, applicable law, and any applicable customer opt-in or opt-out rights.
1.14 “Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable individual, or that is otherwise regulated as personal data, personal information, personally identifiable information, or a similar term under applicable privacy or data protection law.
1.15 “Remote Actions” means commands, policies, configurations, automations, remediations, patches, shutdowns, restarts, locks, wipes, settings changes, escalations, and other monitoring, administration, management, remediation, or control actions initiated, configured, approved, requested, or performed through the Service.
1.16 “Usage Data” means data regarding the performance, operation, security, support, administration, and use of the Service, including analytics, metadata, logs, telemetry, audit trails, command histories, configuration records, user activity records, and similar operational or technical data.
1.17 Data Classification. The data categories in these Terms are not mutually exclusive. Customer Data, Usage Data, Derived Data, and other Service-related data may include or constitute Personal Data to the extent such data identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked to an identified or identifiable individual. A data element’s classification as Customer Data, Usage Data, or Derived Data does not limit any privacy, data protection, confidentiality, or security obligations applicable to Personal Data.
1.18 De-identification Controls. Company will process De-identified Data using contractual and technical controls designed to prohibit re-identification and will not attempt to re-identify De-identified Data except as permitted by applicable law and the Agreement.
2. Access and License
2.1 Provision of Service. Subject to these Terms and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Service solely for Customer’s internal business purposes.
2.2 Authorized Users. Customer may permit Authorized Users to use the Service only on Customer’s behalf and subject to these Terms. Customer is responsible for all acts and omissions of its Authorized Users.
2.3 Restrictions. Customer will not, and will not permit any third party to: (a) copy, modify, or create derivative works of the Service except as expressly permitted; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, or algorithms of the Service, except to the extent this restriction is prohibited by applicable law; (c) sell, resell, lease, sublicense, distribute, or otherwise make the Service available to third parties except as expressly authorized; (d) access or use the Service to build a competing product or service; (e) bypass or breach any security device or protection used by the Service; (f) use the Service in violation of applicable law; or (g) upload, transmit, or process through the Service any malicious code.
3. Customer Responsibilities
3.1 Customer Environment. Unless otherwise expressly agreed in an MSA, statement of work, or other separate written services agreement executed by the parties, Customer is solely responsible for: (a) the legality, accuracy, quality, and integrity of Customer Data; (b) obtaining and maintaining the Customer Environment and all access, credentials, consents, notices, permissions, approvals, and connectivity necessary to use the Service; and (c) the operation, maintenance, condition, and security of the Customer Environment. To the extent a written agreement expressly assigns any of these responsibilities to Company, Company will be responsible only for the obligations expressly assumed in that agreement.
3.2 Remote Actions. Customer acknowledges that Remote Actions may materially affect the Customer Environment and may be disruptive, destructive, irreversible, or require restoration or reconfiguration efforts. Unless otherwise expressly agreed in an MSA, statement of work, or other separate written services agreement executed by the parties, Customer is solely responsible for determining whether any Remote Action is appropriate for its Customer Environment.
3.3 Required Authorizations and Notices. Customer is solely responsible for obtaining, maintaining, and documenting all authorizations, approvals, consents, and notices necessary for use of the Service, including any legally required employee, contractor, end-user, or third-party notices or consents.
3.4 Prohibited Use. Customer will not use the Service for unlawful surveillance, unauthorized access, stalking, harassment, interception, or any activity that violates privacy, employment, consumer protection, wiretap, computer crime, or cybersecurity laws.
4. Managed Service
4.1 Engagement and Scope. If expressly set forth in an applicable MSA, statement of work, Order Form, runbook, playbook, support process, or other written service description agreed by the parties, Company may provide managed, monitoring, administration, remediation, or other operational services through the Service on Customer’s behalf (“Managed Service”). Company will have no obligation to perform Managed Service except as expressly set forth in such documentation.
4.2 Authority and Cooperation. Customer authorizes Company personnel and Company-authorized contractors to access and operate the Service, Customer assets, and connected environments solely as reasonably necessary to perform the Managed Service within the agreed scope. Customer will timely provide all access, credentials, approvals, asset inventories, technical contacts, maintenance windows, dependencies, notices, and other cooperation reasonably necessary for Company to perform the Managed Service.
4.3 Performance Standard and Limitations. Unless otherwise expressly stated in an applicable MSA, statement of work, or other separate written services agreement, Company will perform Managed Service in a professional and workmanlike manner consistent with ordinary industry practice. Customer acknowledges that Managed Service may involve judgment calls, incomplete information, time-sensitive decisions, third-party dependencies, and operational constraints. Company does not guarantee that Managed Service will prevent all outages, incidents, losses, vulnerabilities, or adverse operational outcomes.
4.4 No Implied Obligations. Managed Service does not create any fiduciary duty, outsourced operator status, or general duty to monitor, escalate, prevent, or remediate all events, incidents, vulnerabilities, or asset conditions unless expressly stated in the applicable written agreement.
4.5 Suspension or Refusal. Company may suspend, refuse, or delay any requested Managed Service activity if Company reasonably believes the activity: (a) is unauthorized; (b) may violate applicable law; (c) poses a material security, safety, operational, or third-party risk; or (d) falls outside the agreed Managed Service scope.
4.6 Records. Company may maintain logs, audit trails, tickets, approvals, command histories, and related records concerning Managed Service activities for service delivery, security, compliance, support, dispute resolution, and business recordkeeping purposes, subject to the Agreement, the Privacy Policy, and any applicable DPA.
5. Fees and Payment
5.1 Fees. Customer will pay all fees set forth in the applicable Order Form or MSA.
6. Customer Data, Usage Data, Derived Data, and AI/ML
6.1 Customer Data Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.
6.2 Service Delivery License. Customer grants Company a non-exclusive right to host, copy, transmit, display, modify, analyze, transform, structure, label, annotate, tokenize, extract features from, and otherwise process Customer Data as necessary to: (a) provide, secure, maintain, support, and improve the Service; (b) perform Customer-authorized Remote Actions; (c) perform obligations under the Agreement; (d) exercise rights expressly permitted under the Agreement; and (e) generate Aggregated Data and De-identified Data.. To the extent Customer Data includes or constitutes Personal Data, Company will process such Personal Data in accordance with the Privacy Policy, the DPA, and applicable law.
6.3 Usage Data, Derived Data, Aggregated Data, and De-identified Data. Company may collect, generate, retain, use, disclose, and otherwise process Usage Data, Derived Data, Aggregated Data, and De-identified Data for lawful business purposes, including service delivery, account administration, authentication, analytics, optimization, support, security, fraud prevention, incident investigation, audit, compliance, product development, product improvement, benchmarking, reporting, billing verification, and enforcement of the Agreement. As between the parties, Company retains all right, title, and interest in and to Usage Data, Derived Data, Aggregated Data, De-identified Data, and related intellectual property rights, subject to Customer’s ownership of Customer Data and Company’s obligations under the Agreement, the Privacy Policy, the DPA, and applicable law. Company may generate Aggregated Data and De-identified Data directly from Customer Data, Usage Data, and Derived Data. Once data constitutes Aggregated Data or De-identified Data, it is no longer Customer Data, and Customer retains no right, title, or interest in it.
6.4 AI/ML Use Rights and Restrictions. Company may conduct Permitted AI/ML Uses for lawful internal business purposes, subject to the following limitations:
(a) Permitted Data. Company may use Aggregated Data, De-identified Data, Derived Data, Usage Data, and Customer Data for which Customer has provided the opt-in required under Section 6.4(b), in each case for Permitted AI/ML Uses and subject to Sections 6.4(c) and 6.5.
(b) Customer Data Opt-In. Company will not use Customer Data in identifiable form for Permitted AI/ML Uses unless Customer expressly opts in through an Order Form, the Service's administrative console, or another written agreement between the parties. For clarity, this Section 6.4(b) does not apply to Aggregated Data or De-identified Data, which, once created, are no longer Customer Data and may be used for Permitted AI/ML Uses as provided in Sections 6.3 and 6.4(a), subject to Section 6.4(c).
(c) Personal Data Restriction. Company will not use Personal Data for Permitted AI/ML Uses unless otherwise expressly agreed in writing by the parties and permitted by applicable law. This restriction does not limit Company’s processing of Personal Data as necessary to provide customer-specific Service functionality in accordance with the Agreement, the Privacy Policy, the DPA, and applicable law.
(d) Third-Party Model Providers. Company will not disclose Customer Data to third-party model providers for Permitted AI/ML Uses unless otherwise expressly agreed in writing by Customer.
(e) Prospective Withdrawal. Customer may withdraw or modify an opt-in by written notice or through available administrative console controls. Any withdrawal or modification applies prospectively only and does not require Company to delete, retrain, roll back, modify, or cease use of models, systems, features, automations, analytics, outputs, learnings, or derived outputs developed or improved before the effective date of the withdrawal or modification.
(f) Customer-Specific Service Use. No opt-in withdrawal or modification limits Company’s ability to use data as necessary to provide, secure, maintain, support, comply with law, or improve the Service on a customer-specific basis.
6.5 Personal Data Limitations. Company’s ownership of Usage Data and Derived Data, and Company’s rights to conduct Permitted AI/ML Uses, do not limit any privacy, data protection, confidentiality, or security obligations applicable to Personal Data contained in such data. To the extent Usage Data, Derived Data, or Customer Data constitutes Personal Data, Company will process it in accordance with the Privacy Policy, the DPA, and applicable law.
6.6 Customer-Facing Outputs. To the extent the Service provides Customer with access to reports, analytics, alerts, recommendations, dashboards, benchmarks, scores, or other outputs generated for Customer through the Service, Customer may use those outputs for its internal business purposes during the applicable subscription term, subject to the Agreement. Nothing in the Agreement transfers to Customer any ownership interest in the Service, Usage Data, Derived Data, or Company’s underlying models, methods, analytics, or intellectual property.
7. Privacy and Security
7.1 Privacy Policy. Company’s collection and use of Personal Data is described in the Privacy Policy available at https://lbf-anatomy.com/legal/privacy-policy .
7.2 Data Processing Agreement. If Company processes Personal Data on behalf of Customer as a service provider or processor, Company’s then-current online DPA available at https://lbf-anatomy.com/legal/dpa is incorporated into these Terms by reference and applies automatically, unless the parties have executed a separate DPA. Conflict and order-of-precedence rules are set forth in Section 18.
7.3 Security Measures. Company will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.
8. Confidentiality
8.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential, including business plans, product information, security information, technical data, pricing, and Customer Data.
8.2 Obligations. Recipient will: (a) use Confidential Information only to perform or exercise rights under these Terms; and (b) protect Confidential Information using at least reasonable care, and no less than the care it uses to protect its own similarly sensitive information. Recipient’s use of Confidential Information as expressly permitted under Sections 6.2 through 6.4, and in accordance with the Agreement, Privacy Policy, DPA, and applicable law, will not be deemed a breach of this Section 8.
8.3 Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of Recipient; (b) was lawfully known to Recipient without restriction before disclosure; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Discloser’s Confidential Information.
8.4 Required Disclosure. Recipient may disclose Confidential Information to the extent required by law, subpoena, or court order, provided Recipient gives prompt notice where legally permitted and reasonably cooperates with efforts to seek protective treatment.
9. Intellectual Property
9.1 Company IP. Company and its licensors retain all right, title, and interest in and to the Service, platform, software, APIs, dashboards, Documentation, Usage Data, Derived Data, Aggregated Data, De-identified Data, and all related intellectual property rights. Company and its licensors also retain all right, title, and interest in and to analytics methods, models, machine learning and artificial intelligence systems, algorithms, workflows, automations, improvements, enhancements, modifications, derivative works, generic know-how, techniques, methods, processes, and related intellectual property rights.
9.2 Feedback. If Customer provides suggestions, enhancement requests, recommendations, or other feedback regarding the Service, Company may use such feedback without restriction or obligation.
10. Third-Party Services
The Service may interoperate with third-party services, devices, software, or APIs. Company is not responsible for the availability, operation, security, or performance of third-party offerings, and Customer’s use of such offerings is governed by the applicable third-party terms.
11. Warranties; Disclaimers
11.1 Mutual Authority. Each party represents that it has the full power and authority to enter into these Terms.
11.2 Service Warranty. Company warrants that the Service will perform in all material respects in accordance with the Documentation under normal authorized use.
11.3 Exclusive Remedy for Warranty Breach. Company’s sole obligation, and Customer’s exclusive remedy, for any breach of warranty under these Terms is for Company to use commercially reasonable efforts to correct the nonconformity, provide a workaround, or terminate the affected Service and refund any unused prepaid fees for the affected Service.
11.4 Remote Action Limitation. Except to the extent expressly set forth in an applicable MSA, statement of work, or other separate written services agreement, Company does not warrant that any Remote Action will be successful, timely, non-disruptive, reversible, free from unintended effects, appropriate for Customer’s specific environment, or capable of achieving Customer’s intended operational result.
11.5 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE, DOCUMENTATION, AND ALL RELATED COMPONENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT USE OF THE SERVICE WILL PREVENT LOSS, DAMAGE, MISCONFIGURATION, INTERRUPTION, DEGRADATION, OR INCIDENTS AFFECTING CUSTOMER’S ASSETS, SYSTEMS, DATA, OR OPERATIONS.
12. Indemnification
12.1 By Company. Company will defend Customer against any third-party claim alleging that the Service, when used as authorized under these Terms, infringes a US patent, copyright, or trade secret, and will pay damages finally awarded or amounts agreed in settlement, provided Customer promptly notifies Company, permits Company to control the defense and settlement, and reasonably cooperates.
12.2 Exclusions. Company has no obligation under Section 12.1 to the extent a claim arises from: (a) Customer Data; (b) combinations with items not supplied by Company; (c) modifications not made by Company; (d) use contrary to the Documentation or these Terms; or (e) continued use after Company has provided a non-infringing alternative.
12.3 Remedies. If the Service becomes, or in Company’s opinion is likely to become, subject to an infringement claim, Company may: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service with a functionally equivalent non-infringing alternative; or (c) terminate the affected Service and refund prepaid fees for the terminated portion of the unused subscription term. This Section states Company’s sole and exclusive liability, and Customer’s exclusive remedy, for intellectual property infringement claims.
12.4 By Customer. Customer will defend, indemnify, and hold harmless Company and its affiliates from and against any third-party claims, damages, liabilities, costs, and expenses arising out of or related to:
(a) Customer Data, including Customer’s inclusion of Personal Data in Customer Data unless otherwise expressly agreed in writing by the parties;
(b) Customer’s or its Authorized Users’ use of the Service in violation of these Terms or applicable law;
(c) the Customer Environment or any Remote Action initiated, configured, approved, requested, or performed by or for Customer through the Service;
(d) Customer’s failure to obtain required rights, permissions, notices, consents, or authorizations, including under Section 3.3; or
(e) Customer’s failure to obtain rights, permissions, notices, consents, or authorizations necessary for Company’s use of Customer Data as permitted under Section 6.4.
This Section 12.4 does not apply to the extent a claim arises directly from obligations expressly assumed by Company in an applicable MSA, statement of work, or other separate written services agreement.
13. Limitation of Liability
13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS INTERRUPTION, SUBSTITUTE SERVICES, RESTORATION COSTS, OR LOSS, INTERRUPTION, OR CORRUPTION OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 13.1 DOES NOT LIMIT ANY EXPRESS REMEDY, SUPER-CAP, OR EXCEPTION SET FORTH IN THIS SECTION 13.
13.2 General Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS PROVIDED IN SECTIONS 13.3 AND 13.4, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY FOR THE AFFECTED SERVICE UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF A CLAIM DOES NOT ARISE FROM A SPECIFIC ORDER FORM, THE CAP WILL BE CALCULATED BASED ON THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE DURING THAT TWELVE (12) MONTH PERIOD. IF CUSTOMER ACCESSES THE SERVICE ON A FREE, TRIAL, BETA, EVALUATION, OR OTHER NO-FEE BASIS, COMPANY’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
13.3 Super-Cap for Security, Privacy, Confidentiality, and DPA Claims. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO: (A) A BREACH OF CONFIDENTIALITY OBLIGATIONS; (B) A BREACH OF SECTION 7.3; (C) A SECURITY INCIDENT; (D) A VIOLATION OF THE DPA; OR (E) A PRIVACY OR DATA PROTECTION CLAIM RELATING TO PERSONAL DATA, WILL NOT EXCEED TWO (2) TIMES THE AMOUNT CALCULATED UNDER SECTION 13.2. THIS SECTION 13.3 DOES NOT LIMIT CUSTOMER’S OBLIGATIONS UNDER SECTION 12.4 OR CUSTOMER’S VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS.
13.4 Uncapped Claims. The limitations in Sections 13.2 and 13.3 do not apply to: (a) Customer’s payment obligations; (b) Customer’s violation of Company’s intellectual property rights; (c) Customer’s indemnification obligations under Section 12.4; (d) fraud, willful misconduct, or intentional misconduct; or (e) liability that cannot be limited under applicable law. Company’s indemnification obligations under Section 12.1 remain subject to Section 13.2 unless the applicable MSA or Order Form expressly states otherwise.
13.5 Remote Actions, Managed Service, and Operational Claims. The exclusions and limitations in this Section 13 apply to all claims arising out of or relating to Remote Actions, Managed Service activities, Customer Environment impacts, asset downtime, operational interruption, configuration changes, remediation costs, restoration costs, loss of data, corruption of data, or business interruption, except to the extent liability cannot be limited under applicable law or Company has expressly assumed a different liability standard in an applicable MSA, statement of work, Order Form, or other separate written agreement executed by the parties.
13.6 Allocation of Risk. The parties acknowledge that the fees and other economic terms of the Agreement reflect the allocation of risk set forth in this Section 13 and that the limitations in this Section 13 apply regardless of the form of action, whether in contract, tort, negligence, strict liability, statute, or otherwise.
14. Term and Termination
14.1 Term. These Terms begin on the Effective Date and continue until all Order Forms have expired or been terminated.
14.2 Termination for Cause. Either party may terminate these Terms or an Order Form upon written notice if the other party materially breaches these Terms and does not cure the breach within thirty (30) days after receiving notice.
14.3 Suspension. Company may suspend access to the Service immediately if Customer’s use of the Service poses a security risk, may harm the Service or others, or violates applicable law or these Terms.
14.4 Effect of Termination. Upon expiration or termination of the Agreement, Customer’s rights to access and use the Service will cease.
14.5 Customer Data Deletion. Following expiration or termination of the Agreement, Company will delete Customer Data within ninety (90) days after receiving Customer’s written deletion request, unless retention is required by applicable law or reasonably necessary for backup, archival, security, legal, compliance, or dispute-resolution purposes.
14.6 Retained Records. Company may retain and continue to use Usage Data, Derived Data, Aggregated Data, and De-identified Data after expiration or termination for lawful business purposes in accordance with the Agreement, the Privacy Policy, the DPA, and applicable law. To the extent any such data constitutes Personal Data, Company will continue to process it in accordance with the Privacy Policy, the DPA, and applicable law.
14.7 Model and Output Carveout. Deletion of Customer Data will not require Company to delete, retrain, roll back, modify, or cease use of models, systems, features, automations, analytics, outputs, learnings, Derived Data, Usage Data, model parameters, weights, or other outputs created, trained, retrained, tuned, tested, validated, operated, or improved before deletion, except to the extent required by applicable law or expressly agreed in writing.
15. Acceptable Use
Customer will not, and will not permit any Authorized User or third party to, use the Service to: (a) gain unauthorized access to any person’s device, account, network, or environment; (b) monitor individuals or devices without proper authorization or required notice and consent; (c) violate any employment, privacy, data protection, export control, sanctions, or cybersecurity law; (d) introduce malware, ransomware, spyware, or other harmful code; (e) interfere with or disrupt the integrity or performance of the Service; or (f) test, scan, or probe systems without authorization.
16. Publicity
Company may identify Customer by name and logo as a customer of the Service in Company’s customer lists and marketing materials, unless Customer opts out in writing.
17. Governing Law; Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Pennsylvania, United States of America, without regard to conflict-of-laws rules. The state and federal courts located in the Commonwealth of Pennsylvania will have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to such jurisdiction and venue.
18. Contract Structure and Order of Precedence
18.1 Online Terms. These Terms may be accepted by electronic assent, including click-through or similar online acceptance methods, and are intended to govern self-serve, website-based, trial, and other non-negotiated access to the Service.
18.2 Negotiated Agreements. If the parties enter into an MSA, the MSA together with any associated Order Form will govern the purchased Service covered by that MSA.
18.3 Supersession. An MSA supersedes these Online Terms solely with respect to the subject matter addressed in the MSA and solely to the extent of any inconsistency or conflict. Except as expressly modified or superseded by an MSA, these Terms remain applicable.
18.4 Order of Precedence. Unless the applicable MSA expressly states otherwise, the order of precedence is: (a) the MSA; (b) the applicable Order Form; (c) the DPA, whether incorporated online or separately executed; (d) these Terms; and (e) the Privacy Policy. Notwithstanding the foregoing, the DPA controls with respect to processing of Personal Data except to the extent an executed MSA expressly states otherwise.
19. Miscellaneous
19.1 Entire Agreement. Unless an MSA applies, these Terms, together with each applicable Order Form, the Privacy Policy, and any incorporated DPA, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on the same subject matter. If an MSA applies, then the MSA and its associated documents constitute the governing agreement as provided in Section 18.
19.2 Additional Terms. Customer purchase orders, procurement terms, vendor onboarding terms, portal terms, or other customer-provided terms will have no force or effect unless expressly agreed in writing by Company.
19.3 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
19.4 Force Majeure. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, excluding payment obligations.
19.5 Notices. Legal notices must be sent to the addresses set forth in the applicable Order Form or to such other address as a party may designate in writing.
19.6 English Language. Any translation of these Terms or any other part of the Agreement into a language other than English is provided for convenience only. In the event of any conflict, inconsistency, or discrepancy between the English-language version and any translated version, the English-language version will control.
19.7 Amendment. Company may update these Terms from time to time. Unless an MSA applies or otherwise stated in an Order Form, updates to these Terms will become effective upon posting or as otherwise communicated to Customer. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. No amendment to an MSA will be effective unless made in accordance with the amendment provisions of that MSA.