Anodot Terms of use

The following terms and conditions (the “Terms”) govern (a) your access to, and use of, anodot.com (together with its sub-domains, content and services, the “Site”); and (b) your access to, and use of, the API (as defined below) and the Anodot software-as-a-service platform, documentation, features, and services, as well as any fixes, updates or upgrades thereto (collectively, the “Service”). If you are residing within the United States, these Terms shall be between you and Anodot Inc., and if you are residing outside the United States, these Terms shall be between you and Anodot Ltd. (Anodot Inc. and Anodot Ltd. are hereinafter collectively referred to as “Anodot”, “we”, “our” or “us”). Therefore, please read these Terms carefully since they set out the legal rights and obligations between you and Anodot with respect to the subject matter hereof. To the extent you purchase a Subscription (as defined below), these Terms form an integral part of the accompanying Anodot Service Order Form. All capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Anodot Service Order Form.

By accessing or using any part of the Site and\or the Service, you acknowledge that you have reviewed, and you agree to be bound by, these Terms and Anodot’s Privacy Policy which is available at https://www.anodot.com/privacy-policy/ (the “Privacy Policy”). Furthermore, if you are acting on behalf of an entity, you represent that you are authorized to act on behalf of, and bind to these Terms, such entity. If you do not agree to these Terms, you may not access or use any part of the Site and\or the Service.

  1. We make the Service available to you (“you”, “your” or “Customer”) through your Account (as defined below). The Service processes metrics provided by the Customer (the“Data”), detect anomalies in the Data and group related anomalies into one incident.
  2. Customer Account.In order to access and use certain services that we offer via the Service you must have an account (“Account”). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Anodot reserves the right to suspend or terminate your Account at any time, including if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are solely responsible for safeguarding your Account’s password and user name (“Login Details“). Any Customer’s employee who receives access to the Service and has Login Details is considered as a “User”. Your Subscription to the Service is limited to the number of your Users designated in the Anodot Service Order Form. Customer must not allow anyone other than its Users to access and use Customer’s Account. If Customer allows a third party other than a User to access the Account on its behalf, Customer is responsible for ensuring that such third party has consented to, and abides by, these Terms and Customer will take sole responsibility for any activities or actions under its Account, whether or not Customer have authorized such activities or actions. Customer acknowledges and agrees: (i) to keep, and ensure that Users keep, all Login Details secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in Customer’s Account; (iii) that the Login Details for each User may only be used by that User; and (iv) to promptly notify Anodot in writing if Customer becomes aware of security breach or any unauthorized access or use of Customer’s Account or the Service. Users may access the Service via Anodot’s Application Program Interface (“API”), which is part of Anodot’s intellectual property rights. Any use of the API by Customer or its Users is subject to the terms of these Terms.
  3. Trial Subscription. In addition to Anodot’s paid subscription plans (each, a “Subscription”), we may also offer a trial subscription of the Service (“Trial Subscription”). A description of the features associated with these subscription plans is available on the Site. Upon our receipt of your request for a Trial Subscription, we shall create an Account for you, which shall remain in effect for your Trial Subscription period only and which shall commence on the date that you commence access or use of the Service, as applicable, and will conclude at the end of the Trial Subscription period displayed on the Trial Subscription confirmation you receive from us, or sooner if: (i) you upgrade to a Subscription, or (ii) your use of the Service is terminated in accordance with these Terms. You acknowledge and agree that during the Trial Subscription: (a) the Service is provided “as is”; (b) Anodot does not make any commitments in connection with the Service during the Trial Subscription period; (c) Anodot disclaims any and all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose and any warranty of non-infringement of third parties’ rights, including intellectual property rights; and (d) Anodot may send you, subject to your opting out, communications and other notices about the Service to your email address. Furthermore, you acknowledge and agree that if you are using the Service under a Trial Subscription, part of these Terms shall not apply to you (such as, Anodot’s representations and warranties and\or Anodot’s indemnification obligations hereunder, renewal provisions and Customer reference provisions). We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time. 

    If you are subscribed to a Trial Subscription and you do not access your Account for 30 days or longer, Anodot may cancel your Account. If Anodot decides to cancel your Account, Anodot may, at its discretion, provide you with notice via e-mail. If Anodot receives a bounce-back from an e-mail account to which Anodot sent notice regarding the cancelation of your Account, Anodot is under no obligation to provide you with further notice.

  1. Licenses and Restrictions
    • License. Subject to your compliance with these Terms, during the corresponding Subscription period (including during the Trial Subscription), Anodot hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to: (1) access and use the Service, solely for Customer’s internal purposes, via the Anodot-designated web portal in connection with Customer’s Account and use the Services to analyze the Data; (2) transmit Data using the API; and (3) access and use the Site and Site Content (as defined below), (the right and license granted under subparagraphs (1) through (3) shall be referred to collectively as, the“License”).
    • Restrictions of Use. Customer must not, and shall not allow any User or third party to:
      • Copy, distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Service or any part thereof;
      • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Service or any part thereof;
      • Remove or distort any proprietary notices, labels or legends on or in the Service;
      • Use any automated means to access or use the Service, nor circumvent or disable any security or technological features of the Service;
      • Use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Service, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive;
      • Use the Service to design or develop any competing product or service that competes with the Service, nor use the Service for any unlawful or fraudulent purpose, to breach these Terms, or infringe or misappropriate any third party intellectual property, privacy, or publicity right;
      • Violate or abuse password protections governing access to the Service;
      • Publicly disclose the results of any Service benchmark (or similar comparison) test, without the express prior written approval of Anodot; and/or
      • Use the Service in a manner inconsistent with its then-current documentation.
    • Limitation of Service. You acknowledge that Anodot may establish, including without limitation with respect to each Subscription plan (including the Trial Subscription), certain limits concerning your use of the Service, including the maximum volume of Data or other content that may be transmitted or stored by the Service and the frequency with which you may access the Service. we reserve the right to enforce limits on the following parameters:
      • DPS (Data Points per Second). “Data Point” is defined as time stamp, value and the name of a metric
      • # Of Concurrent Data Sources Connections (i.e. the number of concurrent connections sending Data to the Service).
      • Retention Time of Data Points
      • Retention Time of Anomalies
      • # Of Defined Alerts
      • # Of Composite Metrics – A composite metric is a metric computed by the analytics functions of the Service
      • # Of metrics used to create a composite metric.
    • If you contact us with feedback data (e.g., questions, comments, suggestions or the like) about the Service (the“Feedback”), you hereby grant to Anodot a royalty-free, fully-paid, non-exclusive, irrevocable, sub licensable, transferable, perpetual, and worldwide license to use, reproduce, modify, perform, create derivative works from, distribute, display, and otherwise fully exploit, any such Feedback (or any portion thereof) in any manner and for any purpose.
    • Customer hereby grants Anodot a royalty-free, non-exclusive license to use, process, display, copy and store the Data in order to: (i) provide the Service to Customer; and (ii) administer and make improvements to the Service.
    • If Anodot believes that Customer is using the Service in a manner that deviates the restrictions set forth in Section 4(b), exceeds the limitations set forth in Section 4(c) or may cause harm to Anodot or any third party, then Anodot may, without derogating from Anodot’s right to terminate Customer’s access to and use of the Service for any breach hereof, suspend, limit or block Customer’s access to and use of the Service (“Suspension”) until such time as Anodot believes the excess, deviation, threat of harm, or actual harm, has passed. Anodot will make commercially reasonable efforts to promptly notify Customer of the Suspension.
  1. Additional Requirements and Provisions
    • Customer acknowledges and accepts that it will implement, maintain and comply with the technical requirements and specifications of the Service as described in the website, as may be amended from to time by Anodot, which include, without limitation, integrating the Service with the Customer’s back-end environment, systems and data feeds. Customer acknowledges that any date or timing commitments by Anodot under these Terms assume and are subject to the Customer’s timely performance of the foregoing.
    • Availability of the Data. While using the Service, Customer may choose to provide, upload, import, transmit, post, or make accessible to Anodot certain Data, all according to the limitations of Service as set forth by Anodot from time to time. Customer acknowledges that: (i) the Service does not operate as an archive or file storage service and Anodot does not store the Data during Customer’s use of the Service; and (ii) Customer is solely responsible for the backup of its Data. Please note that in order for us to provide Customer with the Service, no identifiable or personal information is required to be transmitted and Customer is required not to provide us with such information as part of the Data. You agree that Anodot has no responsibility or liability for the deletion of or failure to store any Data or other content maintained or transmitted by or through the Service.
    • Security. Anodot agrees, during the respective subscription period, to implement reasonable security measures to protect the Data and will, at a minimum, utilize industry standard security procedures.
    • Service Level Agreement. Anodot will use commercially reasonable efforts to ensure that the Service is available for access and use at an annual uptime percentage (defined below) of at least 99.8%, as measured over any calendar year. The Service will be deemed “available” so long as Users are able to login to the Service, interface and access monitoring data. Anodot shall not be deemed in default if the Service is inoperable or inaccessible for one or more of the following: (i) reasonable scheduled downtime (such as downtime of which you are notified at least 3 days in advance, or during a standard maintenance window); (ii) reasonable backups of the Service; (iii) Service unavailability that is attributable to: (a) causes beyond Anodot’s reasonable control, such as a force majeure event, or the performance of any third party hosting provider or communications or internet service provider; (b) your failure to perform any obligation under these Terms that affects the performance of the Service; (c) any of your actions or omissions or any third party acting on your behalf; and/or (d) yours’ or any third party’s equipment or software; (iv) Service unavailability caused by the Suspension and\or termination of your right to use the Service in accordance with the Agreement; and (v) separate instances of Service unavailability of less than 5 minutes duration each (each of (i) through (v) above, an “SLA Exclusion”). In the event the Service availability drops below 99.8% for 2 consecutive months (except if due to an SLA Exclusion), Customer may terminate the Subscription to the Service in the calendar month following such 2-month period upon written notice to Anodot.
  1. Fees
    • If at any time you select to subscribe to a Subscription, then, in consideration for the License granted herein, Customer shall pay Anodot the full payment of the Subscription fees set forth in the then-current Anodot Service Order Form Customer has entered into with Anodot for Customer’s use of the Service (the “Subscription Fee”). Unless otherwise specified in the Anodot Service Order Form, all Anodot invoices are payable within thirty (30) days of the date of invoice.
    • Subscription Fees and applicable taxes, if any, are payable in United States dollars, unless a different currency is specified in the Anodot Service Order Form. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. In the event that Customer is required by applicable law to withhold taxes imposed upon Customer for any payment hereunder, then the amounts due to Anodot shall be increased by the amount necessary so that Anodot receives an amount equal to the sum it would have received had Customer not made any withholding.
    • Anodot is not responsible for any expenses or third party charges (including, without limitation, any charges with respect to clearing or billing services) you incur resulting from being billed by Anodot in accordance with these Terms.
    • Should your use of the Service be in excess of your purchased package, we will charge any additional over charge fees, all as set forth in the Anodot Service Order Form.
    • Anodot reserves the right, at any time, to update or restructure any Subscription Fees charged for your use of the Service. Anodot will notify you reasonably in advance of any changes with respect to such updated fees.
    • Any Amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law.
    • Payments shall be made without any right of set-off or deduction and are irrevocable and nonrefundable.
  1. Customer Representation and Warranties. Customer represents and warrants that: (i) Customer owns or has obtained the rights to all of the intellectual property rights subsisting in the Data, and Customer has the right to provide Anodot the license granted herein to use such Data in accordance with these Terms; (ii) the Data does not infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy or publicity rights of any third party; and (iii) Customer owns or have the necessary rights and permissions to use and access the Service. Customer shall remain solely responsible and liable for the Data and expressly releases Anodot from any and all liability arising from Anodot’s use of the Data as permitted herein. Customer agrees to comply with all applicable international, national, state, regional and local laws and regulations in accessing and/or using the Service (or any part thereof) and in performing its obligations, including without limitation laws relating to privacy, data protection, and exports.
  1. Intellectual Property
    • General. All rights not expressly granted under these Terms are hereby reserved by Anodot and/or its licensors and nothing in this Agreement shall be construed as transferring any rights, title or interests to Customer or any third party. Furthermore, the rights granted from Anodot to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section‎‎11 below) or your breach of any provision of these Terms.
    • Marks. “Anodot”, the Anodot logo, and other marks are Marks of Anodot or its affiliates.
    • Service. The intellectual property and all other rights, title and interest of any nature in and to the Service (including Anodot’s API), and any related content provided or made available by Anodot hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) of the Service, are and shall remain the exclusive property of Anodot and its licensors.
    • Site Content and Marks. (i) The content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Site Content”), and (ii) the trademarks, service marks and logos contained therein (the “Site Marks”), are the property of Anodot and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Site Content.
    • Customer Data. The intellectual property and all other rights, title and interest of any nature in and to the Data are and shall remain the exclusive property of Customer and its licensors. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to Anodot or any third party. 
  1. Privacy Policy.To the extent that any personally identifiable information is collected by or on behalf of Anodot, whether by the Site or the Service, it shall be used by Anodot in accordance with the Privacy Policy as may be amended from time to time, and can be found at: https://www.anodot.com/privacy-policy/. 
  1. Confidential Information.Each party may have access to certain non-public and/or proprietary information of the other party (and, with respect to Anodot, such information will include non-public and/or proprietary information of Anodot’s respective affiliates and subsidiaries), in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party. Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under these Terms or by applicable law. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party. Upon termination or expiration of these Terms or upon the written request of the disclosing party at any time, receiving party shall promptly either: (i) return to the disclosing party all Confidential Information furnished to the receiving party by the disclosing party, without retaining any copies thereof, or (ii) destroy all Confidential Information furnished to the receiving party by the disclosing party, including soft copies and any writings or recordings whatsoever prepared by the receiving party based upon the disclosing party’s Confidential Information, except to the extent a party is advised by counsel that such destruction is prohibited by law. 
  1. Termination
    • These Terms shall remain in effect during the Trial Subscription period or the Subscription period set forth in the Anodot Service Order Form, as the case may be, unless earlier terminated according to the terms herein. With respect to a Subscription, following the Initial Term (as set forth in the Anodot Service Order Form), the Subscription shall automatically renew at the then-applicable Subscription Fees for successive 1 year terms unless: (i) Anodot or Customer provides the other with 60 days written notice prior to the end of any term of its intent not to renew, or (ii) the right to use and access the Service is terminated in accordance with the terms herein. If Customer continues to use the Service past any renewal date, then Customer shall be deemed to have renewed the Subscription for the following term at the rates applicable for said new term.
    • Notwithstanding the foregoing, either party may immediately terminate the Agreement: (i) if the other party has breached the Agreement and failed to cure such breach within 14 days from receipt of a written notice thereof; or (ii) by written notice to the other party, if such party becomes insolvent or makes any assignment for the benefit of creditors or similar transfer evidencing insolvency, or suffers or permits the commencement of any form of insolvency, administration or receivership proceeding or has any petition under bankruptcy, insolvency or administrative law filed against it, which petition is not dismissed within 60 days of such filing, or has a trustee, administrator or receiver appointed for a material portion of its business or assets. A party that becomes subject to any of the events described in clause (ii) shall immediately notify the other party in writing.
  1. Effect of Termination
    • General. Upon termination of these Terms, you shall immediately discontinue all access and use of the applicable Service. Each party shall either delete or return the other party’s Confidential Information as set forth in Section 10 of these Terms. It is hereby clarified that termination of these Terms, for any reason, shall not relieve Customer from any obligation to make payments to Anodot under these Terms.
    • Access to Customer Data. Upon termination of these Terms, Customer will lose all access to any Data that Anodot may be storing in order to make available the Service to Customer. It is Customer’s responsibility to download its Data prior to termination of these Terms. Notwithstanding the foregoing, for a period of 30 days from the effective date of termination of these Terms, Anodot will provide Customer, upon Customer’s written request, with a reasonable opportunity to download the Data. Anodot reserves the right to permanently delete any Data that may be contained in Customer’s Account at any time following said 30 day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against Anodot with respect to Data that is deleted in connection thereto.
    • Survival. Section 4‎(c) (License to Feedback), 7 (Customer Representation and Warranties), 8 (Intellectual Property), ‎9 (Privacy Policy), 10 (Confidential Information), 12 (Effect of Termination),‎‎ ‎‎13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification) and 17 (Miscellaneous) shall survive termination of these Terms. 
  1. Disclaimer of Warranties
    • This Section applies whether or not access to or use of the Service (or any part thereof) is for payment. You assume all responsibility for the selection of the Service to achieve your intended results. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
    • EXCEPT AS EXPRESSLY SET FORTH HEREIN: (I) THE SERVICE AND REPORTS (DEFINED BELOW), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (ii) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANODOT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM: (A) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (B) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.
    • ANODOT DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE SERVICE (COLLECTIVELY, “REPORTS”), OR THAT THE REPORTS ARE COMPLETE OR ERROR-FREE TO YOUR NEEDS, OR THAT DEFECTS WILL BE CORRECTED. THE REPORTS DO NOT CONSTITUTE LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR ANY SOFTWARE THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICE AND ANY REPORTS IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND ANODOT SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.
    • EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, ANODOT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SERVICE. 
  1. Limitation of Liability.EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF INCOME, PROFITS, GOODWILL, REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE UNDER THESE TERMS OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND LOSSES UNDER THESE TERMS, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO ANODOT UNDER THESE TERMS WITHIN THE 12 MONTHS, IF ANY, PRECEDING THE DATE OF BRINGING A CLAIM.Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you. 
  1. Indemnification
    • Customer hereby agrees to defend and indemnify Anodot, its directors, officers, employees, agents and partners (each, an“Anodot Indemnified Party”) from and against any and all third-party claims, demands, actions and/or proceedings based upon or arising out of Customer’s (i) use of the Service (or any part thereof); (ii) breach of any of these Terms; (iii) violation of applicable laws, rules or regulations in connection with the Service; or (iv) violation of a third party right (including privacy rights); (each, an “Anodot Claim”), and Customer agrees to indemnify and pay the Anodot Indemnified Party for any and all damages, obligations, losses, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the Anodot Indemnified Party in connection with the Anodot Claim, or in the settlement or avoidance of the Anodot Claim. Anodot will notify Customer of any Anodot Claim subject to the foregoing obligation. The Anodot Indemnified Party shall cooperate in any defense and settlement and may participate in such defense at its own expense. Customer agrees not to enter into any settlement of any Anodot Claim without Anodot’s prior written consent, which shall not be unreasonably withheld.
    • Anodot hereby agrees to defend and indemnify Customer and its directors, officers, employees, agents and partners (each, a“Customer Indemnified Party”) from and against any and all third-party claims, demands, actions and/or proceedings based upon or arising out of Anodot’s (i) violation of applicable laws, rules or regulations in connection with the Service; or (ii) violation of a third party right (including privacy rights and intellectual property rights); (each, a “Customer Claim”), and Anodot agrees to indemnify and pay the Customer Indemnified Party for any and all damages, obligations, losses, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the Customer Indemnified Party in connection with the Customer Claim, or in the settlement or avoidance of the Customer Claim. Customer will notify Anodot of any Customer Claim subject to the foregoing obligation. The Customer Indemnified Party shall cooperate in any defense and settlement and may participate in such defense at its own expense. Anodot agrees not to enter into any settlement of any Customer Claim without Customer’s prior written consent, which shall not be unreasonably withheld. 
  1. These Terms and any rights or obligations hereunder may not be transferred or assigned by either party without the prior written consent of the other party; provided, however, that Anodot may, without the written consent of Customer, assign its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its business, or in the event of its merger, consolidation, change in control or similar transaction. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of each party and its respective assigns. Any prohibited assignment shall be null and void. 
  1. Miscellaneous
    • ModificationsWe reserve the right, at our discretion, to modify these Terms at any time. Such modification(s) will be effective 10 days following posting of the modified Terms on the Site (the modified Terms will not be posted on or via the Service), and your use of any part of the Service thereafter means that you accept those modifications. We therefore encourage you to check the Site regularly to see the most current Terms
    • Reference Customer.Unless otherwise specified in the Anodot Service Order Form, Anodot may use Customer’s name and logo on its Site and in its promotional materials to state that Customer is a customer of Anodot and a Service user, but will not imply that the parties are affiliated. Customer agrees to serve as a reference customer of Anodot and shall cooperate with Anodot’s reasonable marketing and referencing requests. Upon Customer’s request, Anodot will remove Customer’s name and logo from its Site and/or its promotional materials.
    • Independent Contractors.The parties are independent contractors. Nothing in these Terms shall create a partnership, joint venture, agency, or employment relationship between the parties. Neither party may make, or undertake, any commitments or obligations on behalf of the other.
    • Governing Law and Settlement of Disputes.If you are residing within the United States, these Terms shall be governed by the laws of the State of Delaware and all disputes arising out of these Terms shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Delaware. If you are residing outside the United States, these Terms shall be governed by the laws of the State of Israel and all disputes arising out of these Terms shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. Any principles of conflict of laws provisions shall not apply hereto. The United Nations Convention for the International Sale of Goods shall not apply. In the event of any dispute arising out of these Terms, each party agrees to cooperate and negotiate in good faith with the other party in an effort to amicably resolve said dispute. Notwithstanding the foregoing, Anodot may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights.
  • Purchase Order.Any purchase order and\or order form (“PO”) entered into between the parties in connection with the Service shall be deemed to incorporate these Terms. If a PO contains terms that purport to modify or supplement the Terms then those PO terms shall have no force or effect, unless expressly agreed to in writing by both parties. In the case of an inconsistency or contradiction between these Terms and any PO, these Terms shall prevail.
  • General.These Terms comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior understandings, oral and written, between the parties relating to the subject matter of these Terms. These Terms may not be amended except by the written agreement signed by authorized representatives of both parties. If any part of these Terms is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of these Terms shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced. No failure or delay in exercising any right hereunder by either party shall operate as a waiver thereof, nor will any partial exercise of any right hereunder preclude further exercise.

 

Last Updated: May, 2017