Anodot website – Terms of Use

The following terms and conditions (the “Terms”) govern the access to, and use of, (a) anodot.com (together with its sub-domains, content and services, the “Site”); and (b) the Anodot software-as-a-service platform and underlying features and services, together with any fixes, updates or upgrades thereto and any documentation associated therewith, in each case, whether accessed via the Site, a designated web-portal, an Anodot provided application programming interface (the “API”) or otherwise (collectively, the “Service”).

These Terms are between you (“Customer”) and either Anodot Inc, if you are residing within the United States, or Anodot Ltd, if you are residing outside the United States (each, as applicable, “Anodot”).

To the extent Customer purchases one of Anodot’s paid subscription plans (each, a “Subscription”), these Terms form an integral part of the accompanying Subscription Order Form (“SOF”); unless the context requires otherwise, all capitalized terms used but not defined herein shall have the meaning ascribed thereto in the SOF.

By accessing or using any part of the Site or the Service, Customer acknowledges that it has reviewed, and agrees 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 Customer is acting on behalf of an entity, Customer represents that it is authorized to act on behalf of, and bind to these Terms, such entity. If Customer does not agree to these Terms, it may not access or use any part of the Site or Service.

Customer Account. Access and use of the Service (or certain of its components) may be subject to Customer registering and maintaining an account with Anodot (“Account”). Customer shall ensure that information submitted during the registration process is accurate, current and complete, and shall update such information as necessary to ensure it so remains. Anodot reserves the right to suspend or terminate the Account at any time, should it be no longer required for the provision of the Service, or should the information provided in its regard prove to be materially inaccurate, not current or incomplete. Where, pursuant to the SOF, the Subscription is limited to a certain number of users, Customer shall ensure that the authentication method and credentials (the “Login Details”) used to access the Service shall be unique to each Customer employee who receives access to the Service (each, a “User”) and may only be used thereby. Customer must not allow anyone other than its Users to access and use Customer’s Account. Customer shall ensure that any person or entity using the Service or accessing the Account through or on behalf of Customer (to the extent permitted under the SOF of hereunder) has consented to, and abides by, these Terms, and will take sole responsibility for any activities carried out under its Account. Customer agrees: (i) to keep, and ensure that Users keep, all Login Details secure at all times; and (ii) to promptly notify Anodot in writing if Customer becomes aware of a security breach or any unauthorized access or use of Customer’s Account or the Service. For the avoidance of doubt, access and use of the API shall be subject to these Terms.
Use of the Service
1. Service. Subject to Customer’s compliance with these Terms, during the corresponding Subscription period, Anodot hereby grants Customer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to: (1) access and use the relevant Service ordered pursuant to the SOF, solely for internal purposes, via the Anodot-designated web portal in connection with Customer’s Account; (2) transmit Data using the API; and (3) access and use the Site and Site Content (as defined below). The term “Data” shall mean any and all data inputted or obtained by Customer or Anodot on Customer’s behalf for the purpose of using the Service or facilitating Customer’s use of the Service.
2. Restrictions of Use. Customer must not, and shall not allow any User or third party to:
  1. Copy or make copies of the Service for distribution to the public;
  2. Distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of and part of the Service;
  3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Service or any part thereof;
  4. Remove or distort any proprietary notices or legends on or in the Service;
  5. Use any automated means to access or use the Service, or circumvent or disable any security or technological features of the Service;
  6. Use, send, upload, post, transmit or introduce any device, code, routine or other item (including 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;
  7. 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;
  8. Violate or abuse password protections governing access to the Service;
  9. Publicly display or make public performance of the Service; and/or
  10. Use the Service in a manner inconsistent with its then-current documentation.
3. Feedback. If Customer contacts Anodot with feedback (such as comments or suggestions) about the Service (“Feedback”), Customer hereby grants 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 in any manner and for any purpose, provided that nothing in the foregoing shall be deemed to permit Anodot to use or disclose any Confidential Information of Customer in violation of these Terms.
4. Data. Customer hereby grants Anodot a royalty-free, non-exclusive license to use, process, display, copy and store the Data, as required in order to: (i) provide the Service to Customer; and (ii) administer and make improvements to the Service.
5. Suspension. If Anodot reasonably believes that Customer is using the Service in a manner that may cause harm to Anodot or any third party, then Anodot may, without derogating from Anodot’s right to terminate Customer’s use of the Service for any breach hereof, suspend or limit Customer’s access to and use of the Service (“Suspension”) until such time as Anodot believes the excess, deviation, threat or harm, has passed. Anodot will make commercially reasonable efforts to promptly notify Customer in advance of any such Suspension.
Additional Requirements and Provisions
1. Integration. Customer acknowledges and accepts that it will implement, maintain and comply with the technical requirements of the Service as described in the website, as amended from time to time by Anodot, which include integrating the Service with the Customer’s back-end environment, systems and data feeds. Customer acknowledges that any commitments by Anodot under these Terms are subject to the Customer’s timely performance of the foregoing.
2. Security. Anodot agrees, during the respective Subscription period, to implement reasonable security measures to protect the Data and will utilize industry standard security procedures.
3. Service Level Agreement. Anodot will use commercially reasonable efforts to ensure that the Service is available (as defined below) for access and use at an annual uptime percentage of at least 99.9%, as measured over any calendar year. The Service will be deemed “available” if Users are able to login to the Service, interface and/or access monitoring data. Anodot shall not be deemed in default if the Service is inoperable or inaccessible due to: (i) reasonable scheduled downtime (such as downtime of which Customer is 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, communications, or internet service provider; (b) Customer’s failure to comply with these Terms; (c) any actions or omissions by Customer or any third party acting on Customer’s behalf; and/or (d) Customer’s or any third party’s equipment or software; (iv) Service unavailability caused by the Suspension and/or termination of Customer’s right to use the Service in accordance with the Agreement; and/or (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 Service availability drops below 99.9% 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.
4. Automatic Tuning. As part of the Service, Customer may receive defined alerts. Customer acknowledges and accepts that, in order to provide defined alerts that are better fit to Customer’s needs and to reduce ‘false positive’ alerts, Anodot customer success management team may periodically tune Customer’s defined alerts settings; whenever such a change occurs, Anodot will endeavor to notify Customer via email.
Fees
1. Payment. In consideration for the Service provided, Customer shall pay Anodot the fees set forth in the SOF (the “Subscription Fee”). Unless otherwise specified in the SOF, all Anodot invoices are payable within 30 days of the date of invoice. 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 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, unless otherwise agreed in the SOF, are irrevocable and nonrefundable.
2. Tax. Subscription Fees and applicable taxes, if any, are payable in United States dollars, unless a different currency is specified in the SOF. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer 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.
3. Updates. For the avoidance of doubt, Anodot reserves the right to update or restructure any Subscription Fees to be charged for Customer’s continued use of the Service in an upcoming Renewal Period (as defined in Section ‎9(a)), provided that Anodot will notify Customer of the updated fees at least 75 days prior to the relevant Renewal Period.
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 intellectual property, proprietary or privacy or publicity rights of any third party; and (iii) Customer owns or has 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 laws relating to privacy, data protection, and exports.
Intellectual Property
1. 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 Customer under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 9 below) or Customer’s breach of any provision of these Terms.
2. 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 hereunder) of the Service, are and shall remain the exclusive property of Anodot and its licensors.
3. Site Content and Marks. (i) The content on the Site, including 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, including “Anodot” and the Anodot logo (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.
4. 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/or its licensors.
Privacy Policy.In order for Anodot to provide Customer with the Service, no identifiable or personal information is required to be transmitted. Customer is required not to provide Anodot with such information as part of the Data and shall indemnify Anodot for any third party claims arising from its provision of identifiable or personal information. Notwithstanding the foregoing, Anodot may receive login information such as user email addresses. To the extent that any such personally identifiable information is collected by or on behalf of Anodot, it shall be used by Anodot in accordance with the Privacy Policy as amended from time to time, which can be found at: https://www.anodot.com/privacy-policy/.
Confidential Information. Each party may have access to certain non-public and/or proprietary information of the other party and its affiliates and subsidiaries, in any form or media, including 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 circumstances, a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (“Confidential Information”). Each party shall take 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 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, the receiving party shall promptly: (i) return to the disclosing party all Confidential Information furnished to it 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, except to the extent a party is advised by counsel that such destruction is prohibited by law.
Termination
1. Term. These Terms shall remain in effect during the Subscription period set forth in the SOF, unless earlier terminated according to the terms herein. Unless otherwise provided in the SOF, following the Initial Term set forth in the SOF, the Subscription shall automatically renew for successive 1-year terms (each, a “Renewal Period”), unless: (i) either party has notified the other in writing, at least 60 days prior to the relevant Renewal Period, of its intent not to renew, or (ii) the right to use and access the Service has been terminated in accordance with the terms herein.
2. Termination. Notwithstanding the foregoing, either party may immediately terminate the Agreement, by written notice to the other party: (i) if the other party has breached the Agreement and failed to cure such breach within 14 days from receipt of written notice thereof; or (ii) 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.
Effect of Termination
1. General. Upon termination of these Terms, Customer shall immediately discontinue all access and use of the applicable Service. It is hereby clarified that termination of these Terms shall not relieve Customer from its payment obligations.
2. Access to Customer Data. Anodot shall not be required to store any Data following termination of these Terms, and it is Customer’s responsibility to back-up its Data prior to termination of these Terms. Without derogating from the above, for a period of 30 days from the effective date of termination of these Terms, Anodot will provide Customer a reasonable opportunity to download the Data, should Customer so request in writing.
3. Survival. Section ‎2(c) (Feedback), and Sections ‎5 (Customer Representation and Warranties) to ‎14 (Miscellaneous) shall survive termination of these Terms.
Disclaimer. Customer assumes all responsibility for the selection of the Service to achieve Customer’s 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 OUTPUT (DEFINED BELOW), ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS; AND (II) ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON INFRINGEMENT, AND FITNESS FOR PURPOSE ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ANODOT WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENCES TO CUSTOMER OR THIRD PARTIES THAT MAY RESULT FROM CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR ANY THIRD PARTY SERVICE PROVIDER. ANODOT MAKES NO REPRESENTATION REGARDING CONTENT, FORECASTS, PREDICTIONS, REPORTS, INFORMATION, CONCLUSIONS, RESULTS, BILLING AND COST ALLOCATION, CODE AND/OR RECOMMENDATIONS THAT CUSTOMER OBTAINS THROUGH USE OF THE SERVICE (COLLECTIVELY, “OUTPUT”). THE OUTPUT DOES NOT CONSTITUTE LEGAL, BILLING, TECHNICAL OR EXPERT ADVICE OR BINDING PREDICTIONS AND CUSTOMER MUST DETERMINE FOR ITSELF ANY NEED TO OBTAIN INDEPENDENT ADVICE REGARDING THE SUBJECT MATTER OF ANY OUTPUT AND/OR ANY SOFTWARE THAT CUSTOMER MAY USE OR IMPLEMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS A STATISTICAL TOOL AND THAT ANODOT THEREFORE CANNOT GUARANTEE OR COMMIT TO ANY BINDING LEVEL OF ACCURACY OR SUCCESS OF THE OUTPUT. CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICE AND ANY OUTPUT, AND ANY DECISIONS WHICH CUSTOMER MAY MAKE AS A RESULT, INCLUDING THE IMPLEMENTATION OF ANY RECOMMENDATIONS PROVIDED THEREIN, ARE AT CUSTOMER’S SOLE DISCRETION AND RISK, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, ANODOT SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CUSTOMER IN CONNECTION WITH THE FOREGOING. CUSTOMER IS REMINDED TO TAKE INTO ACCOUNT A CERTAIN LIKELY MARGIN FOR ERROR WHEN MAKING ANY BUSINESS DECISIONS BASED ON THE SERVICE. EXCEPT AS STATED HEREIN OR IN ANODOT’S PRIVACY POLICY, ANODOT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION CUSTOMER MAY PROVIDE. IN PARTICULAR, ANODOT DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER’S EXPECTATIONS OR BE SECURE, ACCURATE, ERROR-FREE, OR OPERATE ON AN UNINTERRUPTED BASIS OR IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE OR SYSTEM.
Limitation of Liability. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, (I) 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; AND (II) EXCEPT IN RELATION TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT OR AS CONCERNS A PARTY’S WILLFUL MISCONDUCT OR FRAUD, 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 EXCEED THE AMOUNT OF FEES (IF ANY) PAID BY CUSTOMER TO ANODOT UNDER THESE TERMS WITHIN THE 12 MONTHS PRECEDING THE DATE OF A CLAIM.
Indemnification
1. Indemnification obligation. Each party (the “Indemnifying Party”) hereby agrees to defend and indemnify the other party and its directors, officers, employees, agents and partners (each, an “Indemnified Party”) from and against any and all third-party claims, demands, actions and/or proceedings based upon or arising out of the Indemnifying Party’s (i) violation of the intellectual property rights of a third party; and/or (ii) breach of Section ‎2(b) (Restrictions of Use), (each, a ”Claim”), and the Indemnifying Party agrees to pay the Indemnified Party for any and all damages, obligations, losses, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Losses”) incurred by the Indemnified Party in connection with the Claim, or in the settlement or avoidance of the Claim.
2. Procedure. In relation to the indemnification obligations at Section ‎13‎(a) above: (i) the Indemnified Party will notify the Indemnifying Party of any Claim; (ii) the Indemnified Party shall cooperate in any defense and settlement and may participate in such defense at its own expense; and (iii) the Indemnifying Party agrees not to enter into any settlement of any Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.
Miscellaneous
1. Assignment. 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 to an affiliate, or 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.
2. Reference Customer. Unless otherwise specified in the SOF, 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. 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 promotional materials.
3. 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.
4. 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 (excluding its conflict of laws provisions), and all disputes arising out of these Terms shall be subject to, and each 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 (excluding its conflict of laws provisions), and all disputes arising out of these Terms shall be subject to, and each hereby consents to, the sole and exclusive jurisdiction of the competent courts located in Tel Aviv, Israel. Notwithstanding the foregoing, a party may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. The United Nations Convention for the International Sale of Goods shall not apply to the parties’ engagement hereunder.
5. 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. 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.
Service Specific Terms
1. The following fair usage limits shall apply with respect to Anomaly Detection/Business Monitoring services to the extent included within the Service, which limits Anodot reserves the right to enforce:
  1. Data Points/Second: not to exceed 3.33% of # of metrics (e.g. for 1M metrics, 33K DPS), on average providing sample every 30 second for each metric;
  2. Concurrent Data Connections: not to exceed higher of (a) 100, and (b) 0.1% of # of metrics (e.g. for 1M metrics, 1,000 connections);
  3. Defined Alerts: not to exceed 1,000;
  4. Composite Metrics: not to exceed 1,000.
2. The following provisions shall apply with respect to Anomaly Detection/Business Monitoring or Forecast services to the extent included within the Service:
  1. Customer acknowledges that the Service does not operate as an archive or file storage service – Customer is solely responsible for the backup of its Data, and Anodot shall have 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.
  2. Without derogating from the foregoing, during the term of the Subscription, Anodot shall endeavor to store Data Points, and anomalies identified in Data Points, for the following time periods: (1) for Data Points provided every minute – Data Points to be stored for 1 week, anomalies to be stored for 3 days; (2) for Data Points provided once every 5 minutes – Data Points to be stored for 1 month, anomalies to be stored for 1 month; (3) for Data Points provided once an hour – Data Points to be stored for 6 months, anomalies to be stored for 1 month; (4) for Data Points provided once a day – Data Points to be stored for 1 year, anomalies to be stored for 1 month.

Last updated: January 5, 2023