Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Annotary, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.
If you create an account on the Website, you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You must not describe or assign keywords to your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Annotary may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Annotary liability. You must immediately notify Annotary of any unauthorized uses of your account or any other breaches of security. Annotary will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions.
If you operate an account on the Website, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:
By submitting Content to Annotary for inclusion on your Website, you grant Annotary a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content. If you delete Content, Annotary will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Annotary has the right (though not the obligation) to, in Annotary’s sole discretion (i) refuse or remove any content that, in Annotary’s reasonable opinion, violates any Annotary policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Annotary’s sole discretion. Annotary will have no obligation to provide a refund of any amounts previously paid.
General Terms: Optional paid services are available on the Website (any such services, an “Upgrade”). By selecting an Upgrade you agree to pay Annotary the monthly or annual subscription fees indicated for that service. Payments will be charged on a pre-pay basis on the day you sign up for an Upgrade and will cover the use of that service for a monthly or annual subscription period as indicated. Upgrade fees are not refundable. There will be no refunds or credits for partial months or years of service, downgrades of service, or unused Upgrades.
Automatic Renewal: Unless you notify Annotary before the end of the applicable subscription period that you want to cancel an Upgrade, your Upgrade subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such Upgrade (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Upgrades can be canceled at any time in the Billing Settings section of your user profile.
Downgrades and Cancellations: Downgrading or cancelling your account may cause the loss of Content, features, or capacity of your account. Annotary does not accept any liability for such loss. You are solely responsible for properly canceling your account. An email or phone request to cancel is not considered cancellation. You can cancel your account at any time by clicking the delete account link on the settings page in your user profile. Annotary, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current and future use of the Website for any reason at any time.
Modification to Services and Prices: Annotary reserves the right at any time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) at any time. Prices of all services, including but not limited to monthly or annual subscription plan fees, are subject to change upon 30 days notice from Annotary. Such notice may be provided at any time by posting the changes to the Website. Annotary shall not be liable to you or any third party for any modification, price change, suspension, or discontinuation of service.
Annotary reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Annotary may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Annotary may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your annotary.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
The Website is provided “as is”. Annotary and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Annotary nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
In no event will Annotary, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Annotary under this agreement during the twelve (12) month period prior to the cause of action. Annotary shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Annotary, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between Annotary and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Annotary, or by the posting by Annotary of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of New York, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in New York County, New York. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in New York, New York, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Annotary may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.