IMPORTANT: PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS OF USE AGREEMENT ("AGREEMENT") BEFORE ACCEPTING. YOUR USE OF AND ACCESS TO THE SERVICE (AND ASSOCIATED SOFTWARE) OF ANIMO LTD. ("ANIMO") IS SUBJECT TO YOUR COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS. PLEASE READ THOROUGHLY BEFORE ACCEPTING.

BY CLICKING THE “I AGREE” BUTTON/BOX, ACCESSING THE ANIMO WEBSITE, OR UTILIZING THE ANIMO SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS AND ALL INCORPORATED POLICIES, ORDER FORMS, AND EXHIBITS (THE "AGREEMENT"). THE ANIMO SERVICE IS ONLY AVAILABLE TO INDIVIDUALS OR ENTITIES LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS.

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Under these Terms of Use, Animo will provide the Service, and you may access and use the Service, by this Agreement. If you order the Service from Animo using an order form (each an "Order Form"), the Order Form may contain additional terms and conditions and information regarding the Service you are ordering.
 

1. THE SERVICE
 

1.1 The Service is a cloud-based Media Analysis solution designed to enable you to collect and manage data, including all other information data you make accessible to Animo ("Content").

1.2 Animo grants you the right and permission to use the Service subject to a valid subscription, under the terms of the Order Form, or subject to free evaluation terms.

1.3 Upon your subscription, Animo will grant you access to the Service, allowing you or Animo to add end-user accounts ("Permitted Users") and control certain features. Permitted Users' access is limited and personal, and you are responsible for their actions.

1.4 Animo makes reasonable efforts to maintain high Service availability but cannot guarantee uninterrupted or error-free operation. Animo schedules maintenance during off-peak hours.
 

2. EVALUATION PERIOD
 

If the Order Form includes the purchase of services, Animo will make the Service available on an evaluation basis until the earlier of the end of the evaluation period, your purchase of a Service subscription, or termination by Animo.
 

3. DATA SECURITY
 

3.1 Animo will maintain reasonable safeguards to prevent unauthorized disclosure or access to Content, by industry standards. Animo will notify you of unauthorized access to Content but will not access, view, or process Content except as specified in this Agreement or Animo's Privacy Policy.

3.2 The terms of the Animo Data Processing Addendum ("DPA") are incorporated by reference and apply to the processing of personal information within your Content.
 

4. YOUR UNDERTAKINGS
 

4.1 You assume full responsibility for your and Permitted Users' use of the Service, ensuring compliance with applicable laws. You warrant that you have obtained all rights in the Content to authorize Animo's actions as per the Agreement.

4.2 You and your Permitted Users will not use the Service or Content for prohibited purposes, including offensive or illegal activities.

4.3 You and your Permitted Users will not misuse the Service, sublicense, modify, or attempt to reverse engineer it, among other restrictions.

4.4 When using the Service with third-party services, comply with their terms of service. Animo is not liable for termination resulting from your use of the Service.

4.5 Access or use of the Service for competitive purposes or by direct competitors of Animo is prohibited.
 

5. SUBSCRIPTION FEES
 

5.1 In consideration for using the Service, you will pay Subscription Fees per the applicable Order Form. All Subscription Fees are non-cancelable and non-refundable unless expressly stated otherwise.

5.2 Subscription Fees are exclusive of taxes, and you are responsible for any applicable taxes.

5.3 Animo reserves the right to modify Subscription Fees, effective upon the next renewal subscription term, with 30 days' notice.
 

6. PROPRIETARY RIGHTS; YOUR FEEDBACK
 

6.1 All parts of the Service are protected by intellectual property laws. Except for your Content, all rights to the Service and derivatives are retained by Animo. Animo also retains rights to aggregated and anonymous data derived from your use.

6.2 Animo makes no claim of ownership regarding your Content, third-party trademarks, or any mentioned publisher or publication on the Service.

6.3 Feedback provided by you or Permitted Users regarding the Service is assigned to Animo without royalty obligations.
 

7. LINKS TO OTHER WEBSITES AND APPLICATIONS
 

The Service may contain links to third-party websites and applications. Animo has no control over these, does not endorse or confirm their content, and is not liable for any transactions or communication with them.
 

8. WARRANTIES; DISCLAIMER
 

8.1 Each party represents that it has the authority to enter into this Agreement.

8.2 The Service, when used according to this Agreement, will perform as specified. Any defects will be addressed within 30 days' written notice.

8.3 EXCEPT AS EXPRESSLY PROVIDED, ANIMO DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT.

8.4 DURING AN EVALUATION PERIOD, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES.
 

9. PRIVACY AND OTHER POLICIES
 

Use of the Service is subject to Animo's Privacy Policy and other posted policies on Animo's website.
 

10. CONFIDENTIALITY
 

10.1 "Confidential Information" includes information provided by a party, subject to specified conditions. Each party agrees to maintain the confidentiality of the other's Confidential Information.

10.2 Each party will implement security measures and notify the other of any misuse of Confidential Information.
 

11. TERM AND TERMINATION
 

11.1 The initial Subscription Term is as agreed in the Order Form.

11.2 Animo may terminate if you materially breach this Agreement, remain uncured for 30 days, or face insolvency proceedings.

11.4 Upon termination, you will cease the use of the Service, and certain sections survive termination. In the event of Animo's termination, Animo will refund the remaining Subscription Fees.
 

12. LIMITATION OF LIABILITY
 

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S LIABILITY IS LIMITED, EXCLUDING LIABILITY FOR CONFIDENTIALITY BREACH, PAYMENT OBLIGATIONS, AND INDEMNIFICATION OBLIGATIONS.
 

13. LIMITATION OF CLAIMS
 

Any claim arising from the Agreement must be filed within two years, or be forever barred.
 

14. INDEMNIFICATION
 

14.1 Animo will indemnify you for claims that the Service infringes or misappropriates third-party rights.

14.2 You will indemnify Animo for claims related to your use of the Service, excluding Animo's indemnification obligations.

14.3 Notice of claims must be provided, and parties will cooperate in the defense.
 

15. FEDERAL GOVERNMENT END USE PROVISIONS
 

The Service is provided for federal government end use according to specified conditions.
 

16. COPYRIGHT PROTECTION – DIGITAL MILLENNIUM COPYRIGHT ACT
 

16.1 Animo respects copyright owners' rights. If you believe the Service infringes your copyrights, submit a DMCA notification to Animo's Designated Copyright Agent.

16.2 Following receipt of a Notice, Animo will take appropriate action, which may include content removal.
 

17. GOVERNING LAW AND EXCLUSIVE COURTS
 

This Agreement is governed by the laws of the State of New York, with exclusive jurisdiction in the courts of Manhattan, New York, USA.
 

18. FORCE MAJEURE
 

Neither party is in breach for failure due to reasons beyond reasonable control.
 

19. INJUNCTIVE RELIEF
 

Irreparable injury resulting from unauthorized use of the Service may entitle Animo to equitable relief.
 

20. GENERAL
 

20.1 This Agreement, Order Form, Privacy Policy, and DPA constitute the entire agreement, superseding all prior agreements.

20.2 Parties are independent contractors, and no partnership, agency, or employment relationship is created.

20.3 If any provision is held contrary to law, other provisions remain in full force.

20.4 Section titles are for convenience, and no provision is construed against Animo.

20.5 Modifications or waivers require written consent, and no waiver is a continuing waiver.

20.6 Animo's suppliers are beneficiaries of this Agreement.

20.7 This Agreement and rights hereunder may not be transferred, except in the case of a successor acquiring all or substantially all of a party's business or assets.