Anoki Terms of Service

Last Updated: January 15, 2024.
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These Terms of Service (the “terms”) govern your use of the software and applications made available on your device operating system by Anoki Inc. (“Anoki,” “we,” “us,” “our”). Anoki enables certain personalization functionality on your TV and provides a free, personalized, ad-supported TV service giving viewers access to a wide variety of content (“Anoki content”) over the Internet on Smart TVs, computers, and other devices.The Anoki personalization functionality and service provided by Anoki (collectively, the “Anoki service,” “our service,” or “the service”) includes the software and services for discovering and accessing Anoki content, including all features and functionalities, recommendations and reviews, user interfaces, content associated with our service and related websites.By using the Anoki service, you (“you,” “your”) agree to these terms and are granted a license to use and access the Anoki service solely as made available by Anoki and as provided in these terms. The service is available only to viewers that can form legally binding contracts. If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her behalf. These terms incorporate by reference our Privacy Policy.

‍SUMMARY OF KEY TERMS
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Anoki wants you to be aware of some key terms applicable to your use of our service. While you are required to agree to all of these terms, you should clearly understand that by accepting this document, you are acknowledging and agreeing that:

• The content we make available to you through our service is for your personal use only.
• Content availability may be limited by your geographic location.
• You must be 18 years of age to use our service.
• Our service is supported by advertising and is not a subscription service.
• The information you provide to us is used solely in conformance with these terms and our Privacy Policy.
• We provide our service without any warranties, whether express or implied, and disputes you may have with us about our service can only be brought by you in an individual capacity through arbitration (with limited exception) as provided in these terms.

NOTICE REGARDING ARBITRATION
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PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ANOKI ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

‍NOTICE REGARDING EQUIPMENT
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YOUR RIGHTS TO USE THE SERVICE ARE SOLELY AS PROVIDED IN THESE TERMS AND ONLY ON EQUIPMENT DESIGNED TO OPERATE WITH THE SERVICE AND ONTO WHICH THE SERVICE HAS BEEN INSTALLED. YOU ARE RESPONSIBLE FOR PAYING FOR ALL EQUIPMENT AND OTHER THIRD PARTY SERVICES YOU USE TO ACCESS THE SERVICE. FOR ANY ISSUES YOU MAY HAVE WITH THE HARDWARE USED TO ACCESS THE SERVICE, YOU SHOULD CONTACT THE MANUFACTURER OF YOUR DEVICE.NOTICE REGARDING TRANSFER OF DATAUSE OF THE SERVICE REQUIRES THAT PERSONAL DATA BE PROCESSED BY ANOKI IN THE UNITED STATES OF AMERICA, WHERE THE COMPUTING SYSTEMS AND INFRASTRUCTURE NECESSARY FOR YOU TO USE THE SERVICES ARE LOCATED. FEATURES AND CAPABILITIES OF THE SERVICE WOULD NOT BE AVAILABLE WITHOUT SUCH PROCESSING OF PERSONAL DATA IN THE UNITED STATES OF AMERICA AND YOU HEREBY EXPRESSLY CONSENT TO THE PROCESSING BY, AND TRANSFER OF PERSONAL DATA TO, ANOKI IN THE UNITED STATES OF AMERICA FOR THAT PURPOSE.

‍LICENSE TO USE THE SERVICE
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Subject to these terms, Anoki grants you a non-exclusive, non-transferable license to use and access the service for your own use. Except for the foregoing license grant, these terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, software, source code, or any other right, title or interest in the service, ownership of which, along with all Content (defined below) is retained by Anoki and its suppliers, as applicable. In addition, any content made available or associated with the service (“Content”), including but not limited to any audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, and data, are protected by intellectual property and other laws In the U.S. and in other countries. You agree that you will comply with all such laws and applicable copyright, trademark or other legal notices or restrictions and shall not remove or alter any copyright, trademark, or other legal notices marked on the Content.

‍USAGE LIMITATIONS
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These terms give you permission only to access and view the Content for personal, non-commercial, non-exclusive, non-assignable, non-transferable, and limited purposes in accordance with these terms. Your use is subject to the following conditions:
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• You shall not, and shall not enable any third party to, utilize any Content for any purpose other than your individual viewing.
• You may not either directly or through the use of any software, device, internet site, web-based service or other means, or enable others to: (a) download, stream capture, store in a database, archive or otherwise copy any part of the services or Content; (b) upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the services or Content; (c) license or sublicense any part of the services or Content; or (d) in any way exploit any part of the services or Content.
• You may not, and may not enable a third party to: (a) modify Content; (b) create, distribute or advertise an index of any portion of the Content, whether for profit or otherwise; (c) create derivative works derived from or based in any way on the Content; (d) modify, interfere with, enhance, reverse engineer, remove or otherwise alter in any way the software embodied in the service or the video player functionality provided with the service, including but not limited to digital rights management mechanisms and other content protection or access control measures utilized by the service.
• You must be at least 18 to use the service. You may access Content within the country in which you live and only in geographic locations where we make the Content available. Content may vary by geographic location and will change from time to time.
• You agree to use the Anoki service, including all features and functionalities associated therewith, in accordance with all applicable laws, rules and regulations, or other restrictions on use of the service or Content.
• You agree not to: (a) use or deploy any code, mechanism or product to manipulate the Content in any manner; (b) use or deploy any data extraction or data mining code, mechanism or product to extract any data from the service or Content; or (c) use, deploy or post any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the service, including any software viruses or any other computer code, files or programs.
• By using the service, you agree to receive, without further notice or prompting, updated versions of the Anoki and related third-party software.

ADVERTISING AND PROMOTIONAL MESSAGES; FEEDBACK

‍While Anoki and its third party contracting parties and Content providers may display advertising and promotional messages on the service, neither we nor they make or imply any endorsement or recommendation about the products or services advertised. Any interaction you have with advertisers or their products and services is entirely at your own risk and between you and them.You acknowledge and agree that Anoki is free to use any comments, information, ideas, concepts, reviews, techniques, and any other material contained in any communication you may send to us worldwide and in perpetuity without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Anoki service. In addition, you agree not to enforce any “moral rights” in and to the Feedback, to the extent permitted by applicable law.

IDEMNITY AND RELEASE

You agree to release, indemnify and hold Anoki, its affiliated companies, and their respective officers, directors, employees, agents, Content providers, successors and assigns (collectively, “Anoki Parties” and, for the purposes of this paragraph, each an “Indemnitee”) harmless from any from any and all losses, liabilities, damages, fines, penalties, expenses, including reasonable attorneys’ fees and costs, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the service or any Content you obtain or view with the service, your violation of this Agreement, your violation of any rights of another party, or your violation of applicable law. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

DISCLAIMER OF WARRANTIES

‍YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ANOKI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.ANOKI MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.LIMITATION OF LIABILITYYOU EXPRESSLY UNDERSTAND AND AGREE THAT ANOKI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ANOKI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, CONTENT OR INFORMATION OBTAINED FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA; (IV) CONTENT PROVIDED THROUGH THE SERVICE, WHICH YOU ACCESS AT YOUR OWN RISK; (V) ANY ACTION OR INACTION OF AN EQUIPMENT PROVIDER; OR (VI) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL ANOKI PARTIES AGGREGATE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS.SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

JUDICIAL FORUM FOR DISPUTES

‍You agree that any judicial proceeding to resolve a Claim (as defined in the “Dispute Resolution” section below) will be brought in the federal or state courts of San Francisco County, California, subject to the mandatory arbitration provisions below. Both you and we consent to venue and personal jurisdiction in such courts. If you reside in a country with laws that give consumers the right to bring disputes in their local courts (for example, a member state of the European Union), this paragraph doesn’t affect that right.

GENERAL

‍These terms constitute the entire agreement between you and Anoki, superseding any prior agreements between you and Anoki with respect to the service. These terms are governed by the laws of the State of California without giving effect to any conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer’s country. This paragraph doesn’t override those laws. If any provision or provisions of these terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect. Anoki may, from time to time, change these terms and such changes shall be effective immediately upon posting. The failure of Anoki to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision. If any provision of these terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the service or these terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these terms and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these terms without the prior written consent of Anoki, but Anoki may assign or transfer these terms in whole or in part, without restriction. Anoki Parties shall not have any liability to you for any, or be deemed to be in default for any, delay or failure to perform any act under these terms resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, terrorism, war, accidents, fires, explosions, earthquake, flood, failure of transportation, pandemic, strikes or other work stoppages, or any other cause beyond their reasonable control. If we make material changes to these terms, we will post the revised terms on our website and may also notify you through the TV OS if enabled by the applicable equipment manufacturer. Your use after the changes go into effect will constitute your acceptance of those changes. The section titles in these terms are for convenience only and have no legal or contractual effect.

DISPUTE RESOLUTION

‍You agree that in the event of any dispute between you and us (including any disputes between you and a third-party agent of ours), you will first contact us and make a good faith effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action, and that you will describe clearly the basis and nature of your dispute together with the specific facts that support your position. Notwithstanding anything in this Dispute Resolution section to the contrary, Anoki may seek legal and equitable relief in a court of competent jurisdiction to protect its intellectual property rights and those of its suppliers.In the event a dispute cannot be resolved through communications with us, you agree that any claim, counterclaim, controversy, or other disputes between you and us or you and a third-party agent of ours (a “Claim”) shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (“AAA Rules”), and such Claims shall be resolved in San Francisco, California. This Dispute Resolution Provision applies to any existing or future Claims that you have not individually filed in a court of law prior to the date you agreed to these terms, including but not limited to claims relating to these terms, our Privacy Policy, and your use of the Service and the features made available through the Service. All equitable and legal remedies that would be available in a federal, state, or local court will be available in arbitration, except that if either party seeks a public injunction, that claim or prayer for private injunctive relief must be adjudicated by a federal, state, or local court and not the arbitrator.The arbitration will be heard and determined by a single arbitrator.  You and we agree that the arbitration proceedings will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration, by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies, or as specifically permitted by state law. Judgment on any award entered by the arbitrator may be enforced in any court having jurisdiction. Any cause of action brought by you against us, or our affiliates, officers, directors, or agents, must be instituted within one (1) year after the cause of action arises or be deemed forever waived and barred.The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this Dispute Resolution section, including any Claim that all or any part of it is void or voidable. The arbitrator's decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction.  If any provision of this Dispute Resolution section is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration).ANY ARBITRATION UNDER THESE TERMS BY EITHER YOU OR US WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE YOUR CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST US. YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED BELOW.Anoki will reimburse you for your payment of any filing fees or arbitrator fees in connection with an arbitration that you commence, provided that you have followed the dispute resolution process noted above.  If the arbitrator finds that either the substance of your Claim or the relief sought by you in arbitration was frivolous, or a Claim was brought by you for an improper purpose or without supporting facts, the parties may seek to re-allocate the fees and costs of arbitration, according to the rules of the arbitration provider. Each party shall bear the cost of their own attorneys’ fees, except that attorneys’ fees can be awarded by the arbitrator to the prevailing party if expressly authorized by statute. You agree that the U.S. Federal Arbitration Act and federal arbitration law govern this provision. This Dispute Resolution provision will survive any termination of these terms. You and we also have the right to bring qualifying claims in small claims court or transfer qualifying claims to small claims court.Neither you nor we may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. You may not bring Claims in arbitration on a class, consolidated or representative basis. The arbitrator can decide only your and/or our individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated without prior written consent of the parties. The arbitrator may award in the arbitration the same damages or other relief available under applicable law, including injunctive and declaratory relief, as if the action were brought in court on an individual basis. Notwithstanding anything to the contrary in the foregoing or herein, the arbitrator or court may issue a “public injunction”.  If either party seeks a “public injunction,” all other claims and prayers for relief must be adjudicated in arbitration first and any prayer or claim for a “public injunction” in federal or state court stayed until the arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.”  In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, AND THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM.

MASS ARBITRATION PROCESS REQUIREMENTS

‍If twenty-five (25) or more similar claims are asserted against us by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such claim), you understand and agree that the resolution of your dispute might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules. Counsel for the claimants and our counsel shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, the parties shall participate in a global mediation session before a retired state or federal court judge, and we will pay the mediator’s fee. If the parties are unable to resolve the remaining matters through mediation at this time, then each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a staged process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired state or federal court judge, and we will pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by the AAA in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, we agree to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this section regarding “Disputes” from the time the first cases are selected for a bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against us. Should a court of competent jurisdiction decline to enforce these “Mass Arbitration Process Requirements” you and we agree that your and our counsel shall engage in good faith with the assistance of a Process Arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.

CONTACT

‍Please contact us with any questions regarding these Terms through the contact or support feature of the relevant Service or by emailing us at privacy@anoki.ai.