Welcome to Annoto™, an online service (the “Service”) that allows users to post and read comments (“Comments”) to digital media content on the web, such as new media, video clips, audio clips, presentations, etc. (“Content”). The Service is owned and operated by Annoto Ltd. (the “Company”, “we”, “us”, “our”). Our website: [annoto.net], and all of it’s subdomains, through which certain features of the Service are accessible, is an integral part of the Service.
If you are under the age of 13, you may not use or sign-up to the Service. If you are a minor over the age of 13, you must obtain permission from your parent or legal guardian to accept these Terms. By using, accessing or registering with the Service, you declare that you are 13 years of age or older.
If you are a minor over the age of 13, then you also declare that you have received your parent’s or legal guardian’s permission to use the Service and accept these Terms. We reserve the right to terminate an account, if we find that you are younger than the minimum age specified above. We may request additional information to confirm your age at any time.
How the Service works
Website operators can register to the Service in order to activate it on websites they own and operate (“Participating Websites”). Once a Participating Website has been set-up to utilize the Service, registered users of the Service can then post Comments to Content that appears on the Participating Website. The Comments posted are viewable by all Internet users. Participating Website operators and users registering in order to post Comments will both be referred to as “Registered Users”.
Whether you’re a user desiring to post Comments or a website operator desiring to set-up the Service on your website – you must sign-up to the Service and become a Registered User.
You must provide true, accurate and complete information in the course of your registration to the Service, and you are fully accountable for any outcome that may result from your failure to do so. If you are applying to sign up on behalf of, or as, a legal entity (such as a company), then you represent and warrant that you are duly authorized by the legal entity to do so and that you are duly authorized to bind the legal entity to these Terms.
As a Registered User, you access the Service using an account username and password. Make sure that you change your password periodically. You may not transfer your account to any third party, in any manner whatsoever. You must maintain the confidentiality of your account login details, and may not provide or disclose them to anyone else.
Service use and restrictions
At this time, the Service is offered to users (including Registered Users), at no charge. We may, however, at any time, start charging fees for the Service or certain features in it. In such a case, we will notify you beforehand and seek your consent to those fees. If you do not consent to such fees, we may block your access to the Service, delete your account, and terminate these Terms.
While using the Service, you agree to refrain from –
Breaching the Terms or any other applicable rules and instructions that we may convey with respect to the use of the Service;
Engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, including laws governing privacy, defamation, spam and copyright;
Interfering with, burdening or disrupting the functionality of the Service;
Breaching the security of the Service or identifying any security vulnerabilities in it;
Circumventing or manipulating the operation or functionality of the Service, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
Using or launching any automated system, including robots, crawlers and similar applications to collect and compile content from the Service;
Displaying the Service or any part thereof in an exposed or concealed frame, or linking to elements or portions of the Service, independently from the manner on which they originally appear or are made available through the Service;
Impersonating any person or entity, or making any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
Collecting, harvesting, obtaining or processing personal information of or about other users of the Service.
Without derogating from any of the above you may not post any Comment, or use the Service in conjunction with any Content, that:
May infringe rights of others, including patents, copyrights, trade secrets, trademarks, a person's right to privacy or right of publicity;
May depict or identify minors, their personal details, their address or ways to contact them;
May include software viruses, spyware or any other malicious applications;
May encourage, support, assist, or advise in the commission of a criminal offense or carry an elevated risk of psychological or physiological stress or injury or damage to property;
May, through posting, publication, dissemination, or making available to the public, be prohibited by any applicable law, including court orders;
May be threatening, abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable;
May include unsolicited commercial communications ('spam'), chain letters, or pyramid schemes.
Comments that are prohibited as per the foregoing will be referred to as “Prohibited Comments”.
You may not access or use the Service in order to develop or create a similar or competitive Service.
WE MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SERVICE. WE MAY SUSPEND OR TERMINATE YOUR REGISTERED USER ACCOUNT, OR BLOCK YOUR ACCESS TO AND USE OF THE SERVICE, WITHOUT PRIOR NOTICE, IF WE, IN OUR SOLE DISCRETION, BELIEVE THAT YOU ARE MISUSING THE SERVICE.
Content and Comments
The Content and the Comments originate from third parties, including other users. You may find the Content or Comments not compatible with your requirements, objectionable, annoying, improper, immoral or unlawful. We make no representation or judgment, and provide no opinion, on the accuracy, adequacy, completeness, credibility, authenticity, validity, integrity or legality of any Content or Comment.
We encourage you to treat all Content and Comments with caution and discretion.
The display of any Content or Comments in connection with the Service, does not constitute our endorsement, sponsorship, recommendation or encouragement to comment or engage in any interaction, activity, transaction or dealings with any third party, or an authorization or representation of our affiliation with any third party.
We do not normally examine, approve or disqualify Comments that you or others have posted, but we reserve the right to do so. Be advised that website operators may block or remove some or all Comments submitted in connection with Content that appears on their website. Therefore, it is not guaranteed that your Comments will be posted or permanently or continuously viewable. You will have no plea, claim or demand against us or our directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), in connection with your Comments not appearing on any given Participating Website.
We do not claim ownership over the Comments that you post through the Service or other IP-protected elements you submit as a Registered User, such as your profile picture (the Comments and such other elements will be collectively referred to as the “Materials”). WHEN YOU USE THE SERVICE TO POST OR SUBMIT MATERIALS, YOU REPRESENT AND WARRANT TO US THAT:
You are the rightful owner of all rights to such Materials, or are lawfully licensed by all the rightful owners to submit and post such Materials to or on the Service;
You are lawfully entitled to grant us the licenses in and to such Materials, as contemplated by these terms;
You lawfully obtained the consent of all individuals depicted, shown or referred to in the Materials, to include them in the Materials and to use the Materials for the purposes and in the manner contemplated by these Terms. With respect to minors depicted, shown or referred to in the Materials, you lawfully obtained the consent of their parents or legal guardians, as well as such minors’ approval;
Creating the Materials and posting or submitting them on or to the Service, does not infringe any rights of third parties, including intellectual property rights, privacy rights and publicity rights.
Website through which you posted the Comments, for that operator’s unrestricted, royalty-free use. You further waive all moral rights and rights of attribution with respect to your Materials.
You acknowledge and agree that:
Comments that you post to a given element of Content may be aggregated with the Comments that other Registered Users’ make on other Participating Websites that present the same element of Content. Likewise, your Comments to a given element of Content may also appear on other Participating Websites that present the same element of Content, not just on the Participating Website through which you posted the Comment.
Once you post a Comment and for defined period of time thereafter, We may provide you the opportunity to edit or altogether remove the posted Comment. After this timeframe, your Comment may only be removed pursuant to our takedown policy.
Participating Website operators may be able to import existing user comments from an external database or repository (“Prior Comments”), into the Service. Participating Website operators bear the sole and exclusive responsibility to accurately associate each Prior Comment with the Content it refers to and position each Prior Comment in its proper location in the Content. We and our Staff will not be liable for the display of any Prior Comment, its improper association or improper position with or in any Content, or for any consequences resulting therefrom.
We may, at any time, in our sole discretion and without prior notice to you, remove Comments you have posted on or through the Service, without any liability to you.
We accept your donations, with gratitude.
Donations are processed and handled through relevant third parties, such as credit card service providers and payment processors (e.g. PayPal). Donations are therefore subject not only to these Terms, but also the terms and conditions of credit card service providers and payment processors, pursuant to your contractual relations with them. You acknowledge that the third parties processing your payment method may charge you commission or surcharge on their end of the transaction. We are not responsible for such commission or surcharges, which are strictly within your contractual relations with the relevant payment processor.
By completing the donation process we have set up through the Service, you give your consent to being billed for the contribution amount you indicated, in addition to any applicable taxes, as well as surcharges or commissions that the payment processing service, e.g. PayPal, charges. Once you complete the donation process, the donation becomes non-cancelable and non-refundable.
You acknowledge and agree that donations do not grant you any option, right, title or interest in or to Annoto Ltd., the Service, the Comments, the Content, or any other aspect relating to any of the foregoing, and that you will have no plea, claim or demand against us or our Staff, with respect to these matters.
By using a payment method to make a donation, you represent and warrant that you are lawfully permitted to use the selected payment method in connection with the donation to us. We may request additional information from you before accepting your donation.
We and our licensors own all rights, title and interest in and to the Service, including patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith.
Other than as expressly permitted in the Terms, you may not, either by yourself or by a third party on your behalf, copy, distribute, display or perform publicly, sublicense, decompile, disassemble, reduce to human readable form, execute publicly, make available to the public, adapt, make commercial use of, process, compile, translate, sell, lend, rent, reverse engineer, combine with other software, modify or create derivative works of the Service, Content, Comments or any part thereof (except for Content and Comments that you exclusively own all intellectual property rights in), in any way or by any means.
You may not use any name, mark, logo or domain name that is similar to our marks, logos and Internet domain names. You must refrain from any action or omission that may dilute, or damage our goodwill.
Requests to remove Comments from the Service
Requests to remove Comments that purportedly infringe or violate third party rights, such as copyright or privacy, from the Service, must be made in accordance with our Takedown Policy.
Provisions applicable to Participating Website operators
The provisions of this section additionally apply, if you are a Participating Website operator. By activating the Service on your Participating Website, through the use of our designated script for website activation, you agree to be bound by the provisions of this section, in addition to all other provisions of these Terms.
By activating the Service on your Participating Website, through the use of our designated script for website activation, you represent and warrant that you are the lawful owner and operator of the Participating Website on which you have activated the Service, or are duly authorized by the lawful owner and operator to activate the Service on the Website and legally bind such owner and operator to these Terms.
We reserve the right to authenticate or verify your identity and administrator access credentials as a Participating Website operator, as we, in our discretion, deem necessary. If you do no cooperate with, or are unable to follow, our authentication and verification procedures, you will not be able to activate the Service on your Participating Website and we and our Staff will not be liable to you for any consequences resulting therefrom.
Subject to the Service’s then-current features and technical limitations, you may be able to import Prior Comments from an external database or repository, into the Service, using the Service’s designated APIs. You must accurately associate each Prior Comment with the Content it refers to and position each Prior Comment in its proper location in the Content. You bear sole and exclusive responsibility for performing the foregoing. We and our Staff will not be liable for any Prior Comment, or for any improper association or improper positioning of Prior Comments with or in any Content, or any consequences resulting therefrom.
WHEN YOU USE THE SERVICE TO IMPORT PRIOR COMMENTS, YOU REPRESENT AND WARRANT TO US THAT:
You are the rightful owner of all rights to such Prior Comments, or are lawfully licensed by all the rightful owners of those Prior Comments, to import and post the Prior Comments to and on, the Service;
You are lawfully permitted to grant us the licenses in and to such Prior Comments, as contemplated by these terms;
You lawfully obtained the consent of all individuals depicted, shown or referred to in the Prior Comments, to import and publicly post such Prior Comments online. With respect to minors depicted, shown or referred to in the Prior Comments, you lawfully obtained the consent of their parents or legal guardians, as well as such minors’ approval to import and publicly post such Prior Comments online;
Importing and posting such Prior Comments to and on, the Service, do not infringe any rights of third parties, including intellectual property rights, privacy rights and publicity rights.
By importing and posting Prior Comments to and on, the Service, they become “Comments” on the Service and you grant us a royalty-free, free-of-charge, worldwide, non-exclusive, sub-license-able and irrevocable license to store, copy and present them, on or through the Service.
We and our Staff may, at any time, and without any liability to you, temporarily or permanently discontinue, de-activate or block the operation of the Service on your Participating Website, if we, in our sole discretion, determine that: (a) a significant amount of Prohibited Comments is posted in connection with your Participating Website or in connection with Content that appears on your Participating Website; or (b) the Service has not been actively used in connection with your Participating Website, for a period of 1 (one) year. In the event that we permanently discontinue, de-activate or block the operation of the Service on your Participating Website, we will send you a written notice to that effect, at least 5 (five) days in advance. We will retain a copy of the Comments that users have posted through or in connection with your Participating Website, in our systems, for 12 (twelve) months following the aforesaid discontinuation, de-activation or blocking of the operation of the Service on your Participating Website. You may request a copy of those Comments, through the procedure specified below.
You may request a copy of the Comments that users have posted through or in connection with your Participating Website (a “Request”), to the extent those are stored in our Service. Requests should be submitted to firstname.lastname@example.org. You may not submit more than one Request in any given month. Once we receive and process your Request, and subject to our right to authenticate or verify your identity and administrator access credentials as a Participating Website operator, we will make efforts to provide you a digital copy of the Comments that users have posted through or in connection with your Participating Website, within 2 (two) weeks of your Request. We, in our sole discretion, will determine the format and media in which we will provide such copy of Comments. We also reserve the right to redact any information we deem sensitive, off of such copy of Comments. You acknowledge and agree that you may not engage in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, including laws governing privacy, defamation, spam and copyright – in connection with your copy of Comments.
You grant us a royalty-free, free-of-charge, worldwide, non-exclusive, sub-licenseable and irrevocable license to store, copy and present your Participating Website’s favicon, adjacent to Comments posted through or in connection with your Participating Website. You represent and warrant that you are the rightful owner of all rights to such favicon, or are lawfully permitted by all the rightful owners to grant us the foregoing license.
You acknowledge and agree that Comments to a given element of Content are aggregated across other Participating Websites that present the same element of Content. Therefore, Content that appears on your Participating Website may present Comments posted in connection with your Participating Website, side by side with Comments that were posted in connection with other Participating Websites, if those other Participating Websites happen to present the same element of Content. Likewise, because favicons may be presented near Comments to identify the Participating Website corresponding to each Comment, your Participating Website’s favicon may be presented next to favicons of other Participating Websites. These other Participating Websites may be competing with you and you may find it objectionable or undesirable to have Comments and favicons originating from them displayed side by side with Comments that originate from your Participating Website. You will have no plea, claim or demand against us or our Staff for any matter in connection with the foregoing features and characteristics of the Service.
Service availability and quality
The availability, quality and functionality of the Service depends on various factors, including software, hardware, communication networks, which are provided by third parties, at their responsibility. These factors are not fault-free.
WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.
Changes in the Service; discontinuation
We may, at any time and without prior notice, change the layout, design, scope, features or availability of the Service or the Comments.
Such changes, by their nature, may cause inconvenience or even malfunctions. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.
We may, at any time and in our sole discretion, discontinue or terminate the operation of the Service, or any part thereof, temporarily or permanently, for all users, or for certain users, without any liability to you. We may also suspend the operation of the Service, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes, without any liability to you.
Changes to the Terms
From time to time, we may change the Terms, by putting you on notice of the amended terms. Your continued use of the Service after the effective date of the amended Terms constitutes your consent to the amended Terms. In case of legal requirement, we may also introduce immediate changes to the Terms. In any event, if you do not consent to the amended Terms, we may terminate these Terms and your account and block your access to, and use of, the Service. The latest version of the Terms will always be accessible on the Service.
DISCLAIMER OF WARRANTY
THE SERVICE IS PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, RELIABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, AVAILABILITY, SAFETY, SECURITY OR ACCURACY – REGARDING THE SERVICE AND THE COMMENTS, AND ANY THIRD PARTY CONTENT PRESENTED IN CONJUNCTION WITH THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY, OR AT THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.
WE AND OUR STAFF SHALL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE SERVICE, THE COMMENTS, THE USE OF OR THE INABILITY TO USE THE SERVICE OR YOUR REGISTERED USER ACCOUNT, ANY CONTENT PRESENTED IN CONJUNCTION WITH THE SERVICE, ANY COMMUNICATIONS, DEALINGS, TRANSACTIONS OR INTERACTIONS WITH OTHER USERS, YOUR RELIANCE UPON OR THE EXPECTED OUTCOME FROM ANY INFORMATION, COMMENTS OR CONTENT PRESENTED ON OR IN CONJUNCTION WITH THE SERVICE, ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, ANY FAULT, OR ERROR MADE BY OUR STAFF, DENIAL OR CANCELLATION OF YOUR USER ACCOUNT, OR FROM RETENTION, DELETION, DISCLOSURE AND ANY OTHER USE OR LOSS OF YOUR COMMENTS ON THE SERVICE.
To the maximum extent permitted by law, you will indemnify, defend and hold harmless, us and our Staff, at your own expense and immediately after receiving a written notice thereof, from and against any damages, losses, costs and expenses, including attorney’s fees and legal expenses, resulting from any plea, claim, allegation or demand, arising from, or in connection with your use of the Service, your breach of the Terms, your violation, or infringement of any other person’s rights, or your activities, Comments and communications on or through the Service.
Governing Law & Dispute Resolution
Regardless of your place of residence or where you access or use the Service from, these Terms and your use of the Service will be governed by and construed solely in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Israel.
The competent courts in the Tel-Aviv district in Israel will have exclusive and sole jurisdiction over any dispute, claim or controversy arising from, or in connection with, the Service and its use, and with respect to any matter relating to these Terms. You hereby expressly consent to personal jurisdiction in Israel and expressly waive any right to object to such personal jurisdiction or the non-convenience of such forum.
Notwithstanding the foregoing, we may lodge a claim against you pursuant to the indemnity clause above, in any court adjudicating a third party claim against us.
Whenever used in these Terms, the term "Including", whether capitalized or not, means without limitation to the preceding phrase. All examples and e.g. notations are illustrative, not exhaustive.
These Terms constitute the entire agreement between you and us concerning the subject matter herein, and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements.
These Terms may only be modified by written amendment duly executed by us. No waiver, concession, extension, representation, alteration, addition or derogation from the Terms by us, or pursuant to the Terms, will be effective unless consented to explicitly and executed in writing by our authorized representative.
Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.
You may not assign or transfer your rights and obligations under the Terms without our prior written consent. Any attempted or actual assignment by you, without our prior consent, shall be null and void. Notwithstanding the provisions of the Assignment of Obligations Law, we may assign these Terms in their entirety, including all right, duties, liabilities and obligations therein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of its equity or assets relating to the Agreement. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities and obligations.
If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court or arbitration tribunal, then the provision shall be performed and enforced to the maximum extent permissible by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.
Last updated: August 25, 2016.