Terms of Service
Last updated: November 16, 2022
These Terms of Service (“Terms”) are a legally binding agreement between you and accessiBe Ltd, Inc., and its affiliates (“Company”, “our”, “we”, or “us”) that govern your access and use of the accessiBe’s accessScan audit tool (“accessScan”), accessiBe’s automated web accessibility solution (“accessiBe Solution”), accessiBe’s auditing, testing, and accessibility project management tool (“accessFlow”), monthly accessibility remediation report (“Addon Reporting”), automatic Google analytics integration (“Addon Analytics”), advanced and dedicated SLA and support (“Addon SLA”) (collectively, “Addon Services”), accessiBe’s expert department services (“Expert Services” or “accessServices”), the accessiBe website available at accessibe.com (“Website”) and any other software, features, products, content, and services that we may provide to you at any time (collectively, “Services”). By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you do not agree to be bound by the provisions of these Terms or if you do not have the legal authority to accept them on behalf of the entity you represent, you may not use or access the Services.
These Terms apply to all users of the Services, as follows (each of which shall be referred to as “user” or “you”):
- “Customer”: any individual or entity that uses accessScan, purchases a license to use the accessiBe Solution (whether directly or indirectly via a Partner) or accessFlow, or access or use any other Services.
- “End User”: any individual that accesses and uses the Website or uses one of the products offered on a Customer Website (as defined below).
- “Partner”: any individual or entity that: (a) signed up and participates in the Company’s Partner Program, or (b) signed a separate Reseller Agreement with the Company (“Reseller Agreement”) for the purpose of distributing and selling licenses of the accessiBe Solution or accessFlow to Customer(s).
If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms, in which case the term “you” will refer to such entity. if you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service. By clicking a box indicating your acceptance of these Terms, you agree you have read and are bound by the terms of these Terms.
The Services are intended for use by individuals who are of the legal age required to form legally binding contracts under applicable law and in no event under the age of 18. These Terms are void where prohibited by law and the right to access and use the Services is not granted in such jurisdictions. By using the Services, you represent and warrant that you are 18 years of age or older. If you are not 18 years of age or older, you must not access or use any of the Services. In no circumstances are the Services available to any person or entity who have had their User Account (as defined below) temporarily or permanently deactivated, or any person or entity that seeks to use the Services in violation of these Terms.
- The purpose of the Services is to provide you with information and software solutions that will assist you in making your websites (“Customer Website”) accessible in accordance with the Web Content Accessibility Guidelines version 2.1 (“WCAG”) at the AA level success criteria and with the Americans with Disabilities Act (“ADA” and together with the WCAG, “Standard”).
- The accessiBe Solution and accessFlow is provided on a “Software as a Service” (“SaaS”) basis and as such you need to purchase a license to use it.
- If you are using accessFlow, you shall have access to all-in-one platform that directs you how to remediate accessibility in Customer Websites on your own. By using accessFlow, you acknowledge that you are solely responsible for any action taken on the platform.
If you are using the Addon Services, you may have access to any of the services set forth below
- If you are using Addon Reporting, you may receive monthly reports that display the remediations accessiBe Solution has implemented on some pages of the Customer Website.
- 1.1. If you are using Addon Analytics, you should be able to see accessiBe Solution user-interaction data in your Google Analytics account. You are solely responsible for making any adjustments for the user interaction to be displayed automatically in your Google Analytics dashboard.
- 1.1. If you are using Addon SLA, you may receive priority in response and providing technical support services over other Customers, via phone or video conversation rather than e-mail and chat only. Nothing in the aforesaid is binding the Company to provide any response or support services within a certain time frame.
- 1. If you are using Expert Services (also mentioned as “accessServices”), our expert service department shall assist you incorporating accessibility manually using your dashboard.
General terms applicable to the Services
- The accessiBe Solution comprises of two components, one which is an interfaccessScan that addresses UI and design-related adjustments on the Customer Website, and the second which is the AI-powered background process that addresses the more complex requirements of the Standard - optimization for screen readers and for keyboard navigation of the website for which Customer purchase a license to use the accessiBe Solution.
- You acknowledge that the following items are not supported by the accessiBe Solution: (i) URL parameters are not treated as pages, files, and/or images and therefore if you have URLs that can only be accessed using URL parameters, you acknowledge and agree that the accessiBe Solution will not process them (i.e., they shall not be made accessible); (ii) documents, PPT, EXCEL, WORD, PDF, audio, video, SVG, embedded content; and (iii) Canvas, Flash. If you would like to have these types of files and content made accessible on your Customer Website, we have additional services such as BeFiles, BeMedia, and BeConsulting that may fit your needs. Please contact us at [email protected] and we will be happy to assist you with these services for an additional fee. You can find additional information about these services here: https://accessibe.com/services.
- As a Customer or Partner, you will be required to register for and create (or update) an active personal user account (“User Account”). When you register for a User Account, you will be asked to provide us with certain personal information such as your full name, email address, and phone number, which will be used to create your User Account and to create a password. You are solely responsible for maintaining the confidentiality of your User Account. You are not allowed to share your registration login credentials or give your login credentials to anyone else. You will have the ability to create sub-User Accounts for your employees and subcontractors (“Your Personnel”) via your User Account. These sub-User Accounts will also require Your Personnel to provide the foregoing personal information. You are also solely responsible for any and all activities that occur under your User Account (including sub-User Accounts) including those of Your Personnel. You agree: (a) to provide and maintain true, accurate, complete, and up-to-date information in your User Account, and (b) not to misrepresent your identity or provide false identity. You agree to notify us, immediately if your User Account has been compromised, or if you have reason to believe that it has been compromised. You further represent and warrant that you will not transfer or assign your User Account to any third party, even temporarily.If you access and use the accessiBe Solution or accessFlow in accordance with your engagement with a Partner, then to the extent there is any conflict between these Terms and the agreement entered between you and the respective Partner (“Partner Agreement”), as between you and Company, these Terms shall prevail. Any rights granted to you in the Partner Agreement which are not contained in these Terms, apply only in the connection you’re your engagement with the applicable Partner. Therefore, you must seek redress or realization or enforcement of such rights solely with the applicable Partner and not the Company.
- If you use the accessiBe Solution and wish to receive our assistance in defending against a third-party claim relating to the levels of accessibility of your Customer Website, then you need to provide us with written notice thereof and provide us with all reasonable information as may be required by us in order to provide our assistance to you, including the demand/complaint letter you received and your correspondence with the third party that sent you the demand/complaint letter. We will only use the information you provide for the purposes of providing you with our technical and professional assistance and not as legal services. Once we receive your information, we will review it and will provide you with relevant documentation and/or materials to demonstrate the accessibility features implemented on the Customer Website ("Litigation Support Package”). If you choose to provide us with the above information via email, a dedicated support email thread will be used to handle your request, communicate with you, and provide you with the Litigation Support Package. You acknowledge and agree that if you send us any emails, not as part of the dedicated support email thread, these emails may be overlooked and/or may not be addressed. It is your responsibility to ensure that any communication with us with respect to the Litigation Support Package is made only via the dedicated support email thread. You agree that if you choose to receive the Litigation Support Package then it will be deemed part of the Services and be subject to all terms and conditions of these Terms. You acknowledge and agree that the provision of the Litigation Support Package is provided as assistance only and you must consult with your legal representative should you wish to use it as part of your defense against a third-party claim. Notwithstanding the above, if you use accessFlow, you are not entitled to receive Litigation Support Package or any other assistance in connection with any third-party’s claims, as accessFlow is a project management platform that directs you how to implement accessibility on your own.
- Customer acknowledges that the installation of the accessiBe Solution or accessFlow in its Customer Website does not and cannot guarantee that Customer shall not receive letters regarding non-compliance of its Customer Website with the Standard. The Company has no control over the actions or activities of third parties who may send Customers such letters however, Company will assist by providing you with the Litigation Support Package.
- Company may, at any time and at its sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features or modifications or discontinuation of existing features (collectively, “Updates”). You agree that Company has no obligation to provide Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Services and be subject to all provisions of these Terms. The Service's availability and functionality depend on multiple factors. We do not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free. We reserve the right at our sole discretion to modify, correct, amend, enhance, improve, remove, make any other changes to the Services (or any part or feature thereof) without notice, at any time, and at our sole discretion. The Services and their operation and certain features available therein may also be dependent on the network you use, and the content formats supported. You will have the right to terminate these Terms if we make any material changes to the Services that you do not agree with.
- You acknowledge that the Company does not provide legal advice or services. The Company is a technological service provider that enables websites using the accessiBe Solution to be accessible for users with disabilities from a technical perspective. You agree to contact your attorney to obtain advice on your Customer Website(s) compliance with applicable law, rules, and regulations, including the Standard. You are solely responsible for all actions taken or not taken by you in connection with the Standard and all liability with respect thereof is hereby expressly disclaimed by us.
You and Your Personnel (or anyone on your behalf) will not: (i) impersonate another person or entity, defame, abuse, harass, threaten, or otherwise violate the legal rights of others, including privacy and intellectual property rights; (ii) remove, disable, circumvent, or otherwise create or implement any workaround to any intellectual property rights, rights management, or security features in or protecting the Services or any part thereof; (iii) make the Services available on a network where they may be accessed by any third party; (iv) use the Services on or in connection with any website which is or promotes obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive; (v) change, edit, add to, copy or extract any content from or produce summaries of the Services or any part thereof other than as expressly provided herein; (vi) attempt to interfere with or disrupt the Services, or attempt to gain access to any systems or networks that connect thereto; (vii) use the Services in any unlawful manner, for any unlawful purpose, or in any manner contrary to or inconsistent with these Terms or applicable law; (viii) use the Services in any manner that may damage, disable, overburden or impair it in any manner; (ix) create or attempt to create a substitute or similar service or product through your use of the Services; and (x) may not use the Services for the delivery to a third party pre-litigation or "cease and desist", or similar communications. We reserve the right to investigate and take any appropriate action against anyone who, in our sole discretion, violates the foregoing including, terminating or suspending your User Account or access to the Services without prior notice, and/or reporting such activities to the authorities.
Intellectual Property; License
- The Services, the technology and software underlying the Services or distributed in connection therewith (“Software”) and any Company content, information, graphics files, media and audio files, materials, including designs and graphics (collectively, “Company Content”) including the Company databases, systems and applications, and all upgrades, updates, corrections, and enhancements thereto and all copyrights and other intellectual property rights related thereto (collectively, “CompanyIP”) are the property of Company, its affiliates and its licensors, and Company, its affiliates, and licensors retain all right, title, and interest in and to the Company IP. Any use of the Company IP other than as specifically authorized herein is prohibited. All use of the Company IP shall inure to the benefit of the Company, its affiliates, and licensors. All rights in the Company IP that are not expressly granted herein are reserved by Company, its affiliates, and licensors. Except as expressly authorized by Company, you agree not to (i) use, modify, copy, frame, mirror, adapt, scrape, or create derivative works based on the Company IP, in whole or in part; (ii) rent, lease, loan, sell, distribute, assign, lease, sublicense, or otherwise transfer any right in the Company IP; or (iii) disassemble, decompile, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or otherwise transfer any right in the Company IP.
- The Company name and logos are trademarks and service marks of the Company (collectively, “Company Marks”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Marks, without our prior written permission in each instance. You acknowledge that we are the owner of the Company Marks, including all goodwill associated therewith, and that your use of the Company Marks will confer no additional interest in or ownership of the Company Marks in you but inures to our benefit. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices, or other notices, or the Company Marks, that may be provided and/or displayed through the Services. All other Company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse, be affiliated with, or connected to Company.
- Subject to the provisions of these Terms, Company hereby grants you a limited, revocable, non-exclusive, non-sublicensable (unless agreed otherwise with us, in writing), non-transferable, and non-assignable (unless agreed otherwise with us, in writing) license, during the term hereof (“License”), to access and use the Services and the Company Content (as applicable), in each case strictly in accordance with these Terms and solely for your legitimate business use. You may not make any commercial use of the Services and the Company Content without our prior written consent. You may only use the Services and the Company Content as permitted by these Terms. The License granted to you hereunder may be terminated immediately, without notice, if you breach the provisions of these Terms. The Services and the Company Content are licensed and not sold to you. You do not acquire any ownership interest in the Services and the Company Content under these Terms, or any other rights thereto other than the right to use the Services and the Company Content in accordance with these Terms. You acknowledge and agree that: (i) each Customer Website requires the use of a separate License and as such you may not use the same License on more than one Customer Website; and (ii) you may not transfer a License used on a certain Customer Website to another website, whether owned by you or not without our express written consent. Your User Account must accurately reflect your Customer Websites on which you use the License(s). The company may suspend your access to the accessiBe Solution if you breach the provisions of this Section 3.
- Subject to the provisions of these Terms, Customer hereby grants to Company a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free, fully paid, license during the term hereof to: (i) access and use the Customer Website solely as required to provide Customer with the accessiBe Solution or accessFlow; and (ii) translate, adapt and display the content of the License Website such that it will be available to Customer’ end users. All rights that are not expressly granted to us herein are reserved by the Customer. Company may not make any use of the Customer Website, in whole or in part, not expressly permitted hereunder. Unless Customer notifies Company otherwise in writing, Company may, and Customer hereby grants to Company the limited, non-exclusive, royalty-free and fully-paid up, non-transferable (except as set forth herein) right and license to, refer to Customer as one of Company’s customers and use its logo as part of such reference (including on the Website), provided that Company complies with any trademark usage requirements notified to it by Customer.
- To access and use the accessiBe Solution or accessFlow you must purchase a subscription through the Website (“Subscription”) unless otherwise agreed with us, in writing. The accessiBe Solution and accessFlow are provided on a monthly or annual subscription basis, according to the subscription plan you chose, in accordance with the respective subscription plans available on the Website (“Subscription Plan” and “Subscription Period”, respectively).
- In consideration of the provision of the accessiBe Solution or accessFlow, you agree to pay us the applicable fees in accordance with your Subscription Plan (“Subscription Fees”). Subscription Fees are stated in U.S. dollars. We reserve the right, at our sole discretion, to update the Subscription Fees, at any time, and will notify you if such an update may affect your existing Subscription Plan upon its renewal. Notwithstanding the foregoing, we reserve the right, at our sole discretion, with prior notice, to increase your Subscription Fees if your Customer Website has more than 100,000 monthly visits or otherwise.
- You must choose a Subscription Plan that is appropriate for the Customer Website or Website Properties in relation to which you wish to use the Services. You may upgrade your Subscription Plan at any time via your User Account (“Subscription Upgrade”). If the specifics of your Customer Website exceed those of your Subscription Plan, we will notify you and ask that you implement an appropriate Subscription Upgrade. If you do not implement a Subscription Upgrade within seven days of such notification an automatic Subscription Upgrade will be implemented so that your Subscription is appropriate to the Subscription Plan applicable to your Customer Website (at our sole discretion). Alternatively, we reserve the right to terminate your Subscription Plan and starting on the date of such termination you will not be able to use the applicable Service(s), in which case you shall be entitled to a refund of any pre-paid Subscription Fee relating to any remaining post-termination Subscription Period. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Subscription Fees (as such term is defined below), at our then-current rates (available on the Website), either: (a) prorated for the remainder of the then-current Subscription Period, or (b) whenever the Subscription Period is renewed due to the Subscription Upgrade, then the Subscription Fees already paid by you will be deducted from the new upgraded Subscription Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade is made.
- The Company uses third-party payment processing service providers (each a “Payment Provider”) to process and collect payments hereunder. You acknowledge and agree that we may, at our sole discretion, change, add, or replaccessScan any Payment Provider at any time. You further agree to provide all information and execute any documents that shall be required by Company and/or any Payment Provider, at any time, to facilitate the payments hereunder.
- You hereby authorize us, either directly or through the Payment Provider(s), to charge the Subscription Fees via your selected payment method available on the Website, upon its due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. In the event of failure to collect the Subscription Fees owed by you, we may, at our sole discretion (but shall not be obligated to) retry to collect it at a later time, and/or suspend or cancel your access to the accessiBe Solution or to accessFlow, without notice. We reserve the right, at our sole discretion, to update the payment methods available on the Website, at any time.
- Subscription Fees are exclusive of any and all taxes (including sales tax), levies, or duties, which may be imposed in respect of these Terms and the purchase of the Subscription hereunder (collectively, “Taxes”), except for Taxes imposed on our income. You agree that no withholding taxes shall be applied to the Subscription Fees and that insofar as any such taxes apply under applicable law, you shall gross-up such taxes so that we shall receive a net amount equal to the amount we would have received had no such tax applied.
- You agree to provide us with accurate, complete, and updated billing information, and you authorize us (either directly or through our affiliates, subsidiaries, or other third parties) to charge, request, and collect payment (or otherwise charge, refund or take any other billing actions) from your payment method, and to make any inquiries that we may consider necessary to validate your designated financial information, to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company (e.g., updated expiry date or card number).
- To ensure that you will not experience any interruption or loss of services, your Subscription Plan is automatically renewed by default, therefore, unless you cancel your Subscription Plan prior to the expiration of the Subscription Period, it will automatically renew upon the end of the then-applicable Subscription Period.
- If you cancel your Subscription within 14 days of the date of your Subscription (“Refund Period”) by providing us with a written notice, we will refund to you the pro-rata portion of the Subscription Fees pre-paid by you in respect of the period following the effective date of cancellation (“Refund”). You acknowledge and agree that we may deduct a cancellation fee from the Refund, in accordance with applicable law, from the payment method you provided upon purchasing the Subscription. In order to cancel your Subscription, you must e-mail us at [email protected], and include your full name, the domain name for which the termination is sought, and a copy of the transaction receipt. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation was given in bad faith, we reserve the right to reject your Refund request. Subject to the foregoing, upon cancellation hereunder all outstanding payment obligations shall immediately become due for your used Subscription Period.
This section of the Terms applies to you if you participate in the Company’s Partner Program (“Partner Program”).
- The Partner Program is a commission-based plan according to which the Partner is entitled to receive a commission from Company with respect to the first year that each Referred Customer purchases a subscription to the accessiBe Solution or accessFlow, as set forth hereinbelow. For purposes hereof the term “Referred Customer” means any Customer that: (a) was not previously a Customer of Company, (b) subscribed to the accessiBe Solution or to accessFlow only as a result of the Partner’s marketing and promotional activities, (c) is associated with the Partner’s User Account, and (d) the accessiBe Solution and accessFlow are integrated and available on its Customer Website. A Customer referred by a Partner that purchases and cancels a subscription to the accessiBe Solution or to accessFlow during the Refund Period are not a Referred Customer.
- By notifying us that you wish to join the Partner Program via email, contacting our support, or otherwise, you indicate your consent to these Partner Program terms. In addition, you hereby confirm that you are becoming a Partner for the purposes of carrying on business activity and not for any other purpose. Following your request to join the Partner Program, we will review your application and if it is approved, you will receive a confirmation e-mail from us. Once you are added to the Partner Program, you will be entitled to receive a License to your main Customer Website, free of charge (i.e., without the need to purchase a Subscription), for as long as you are part of the Partner Program. We may reject your participation in the Partner Program for any reason, at our sole discretion.
- Commission; Payment Provisions. (a) Subject to Partner’s compliance with the terms of this Partner Program and the Terms, Partner will be entitled to receive a commission equal to 20% from the net revenues generated and received by Company from the first year of Subscription of each of its Referred Customers whether the Subscription Period is monthly or annually (“Commission”). We reserve the right, at any time and at our sole discretion, to update the Commission, upon reasonable notice to Partner, via its User Account or email. Partner’s continued participation in the Partner Program following any such update shall constitute its consent to the updated Commission. (b) The Partner may choose to either receive the Commission or use it as a discount for the same purchase. It’s clarified that a Partner cannot receive the Commission and also a discount for the same referral, but rather has to choose which benefit it wishes to use at a time. (c) Partner is responsible for all applicable Taxes that arise from the Commissions, its activities in connection with the Partner Program, or its interaction with its Referred Customer(s). (d) To receive a Commission, Partner must inform Company via its User Account that it wishes to receive the Commission. We use Stripe to make payouts to Partners. The Stripe Recipient Agreement applies to a Partner’s receipt of such payouts. To receive payouts from us, you will be directed to the Stripe Connect platform, where you will be required to provide accurate and complete information about you and your business (which may include identification information, contact information and payment information). You authorize us to share such information and transaction information related to your payout with Stripe. By becoming a Partner and registering your account, you agree to the Stripe Recipient Agreement. (e) Commissions will be calculated by Company once per calendar month following receipt of payment from the Referred Customer(s) during their initial Subscription Plans. (f) The Company pays owed Commissions to Partners once per calendar month (“Payment Period”) subject to receipt of an applicable invoice. The Payment Period occurs by the 5th of the month following the calendar month with respect to which such Commissions are attributed to Partners. (g) Notwithstanding anything to the contrary herein, Company will not be responsible for paying any Commissions that are generated as a result of any acts which are in breach of the terms of the Partner Program or the Terms.
- Partner represents and warrants that it shall: (i) ensure that the Customers referred by Partner to Company will execution these Terms and shall provide Company with an executed copy upon request, (ii) be responsible for each such referred Customer’s full compliance with these Terms; and (iii) be responsible for the performance of all of its obligations under these Terms and the terms of this Partner Program by itself and by any third party on its behalf.
- Partner will: (i) bear all costs and expenses related to its activities including marketing or promotion of the Services in connection with the Partner Program, (ii) perform its obligations under this Partner Program in accordance with applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required for Partner to perform in accordance herewith, and (iii) promptly inform Company of any information known to it that could reasonably lead to a claim, demand or liability of or against the Company.
- Termination. (i) Partner or Company may terminate Partner’s participation in the Partner Program at any time, for any reason, effective immediately upon notice. (ii) If Partner breaches the terms of the Partner Program or the Terms, as determined by Company in its sole discretion, then Company may: (a) terminate Partner’s participation in the Partner Program; (b) suspend Partner’s User Account; and/or (c) terminate Partner’s access and use of the Services, including any applicable Subscription. (iii) Upon termination of Partner’s participation in the Partner Program: (a) Partner will immediately cease using its applicable partner link; and (b) all rights granted to Partner under the Partner Program will immediately cease, provided however that if the termination is not by Company for cause (unless otherwise determined by Company in its sole discretion) Partner shall be entitled to continue and receive Commissions for Referred Customers that made a Subscription up to and until the date of termination.
- The Company may update the terms of the Partner Program at any time, at its sole discretion, by posting an updated version of the Terms on the Website and these updates to the Partner Program (and the Terms) are effective as of the date of posting. We may also choose to replaccessScan the terms of the Partner Program in their entirety or to terminate the Partner Program in its entirety. If we materially update or replaccessScan the terms of the Partner Program, we will provide you with notice thereof via your User account or by email. Partner’s continued participation in the Partner Program after the updated Partner Program (and Terms) is posted on the Website constitutes Partner’s agreement to, and acceptance of, the amended Partner Program. If you do not agree to an update or replaccessScanment, you can terminate your participation in the Partner Program by providing us with a written notice by email to [email protected]
- If you are subscribing to the Services in accordance with a Partner Agreement, your access to and use of the Services is subject to our receipt from the applicable Partner of the payment for the applicable Subscription Fees paid by you to the applicable Partner. You hereby acknowledge that in accordance with our engagement with the applicable Partner, the billing of the Subscription Fees may be assigned to us, such that you shall pay us directly the respective Subscription Fees.
Your Content and Data
- While using the Services, you may submit and share content and information with us, including feedback, data, comments, improvements, suggestions, questions, ideas, or other materials (collectively “Your Content”). You are solely responsible for Your Content. You represent and warrant that you own all intellectual property rights in and to Your Content, including all intellectual property rights and rights of publicity contained therein or thereto. You hereby grant Company with an irrevocable, worldwide, perpetual, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, and display Your Content in any manner we deem fit, including for commercial purposes or otherwise, at our sole discretion and without acknowledgment or compensation to you but in each case, we will not share or publish your personal information without your express prior written consent. You assume all risk associated with Your Content and its transmission and have sole responsibility for the accuracy, quality, legality, and appropriateness of Your Content.
If you believe that content on the Website violates your copyright, please contact us, with the subject line “Copyright Notification” by email to [email protected], or by mail at our address below, and include, at a minimum, the following information: the content you claim has been infringed, where it is located and your contact information (full name, email address). Upon receipt of your notice, we will take whatever action, at our sole discretion, which we deem appropriate, including removal of such content from the Website.
- The accessiBe Solution is compatible with the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Android, and iOS. In order for the accessiBe Solution to function as intended, the Customer Website is required to be a website based on HTML files and tags (flash, OpenGL XML, and other non-HTML-based applications are not supported).
- In the event that Customer notifies Company, in writing, of any error or deviation from the Standard with respect to the accessiBe Solution as provided hereunder, the Company will assist Customer in addressing such issues in so much as they are derived from the accessiBe Solution to restore the Customer Website’s compliance with the Standard. The customer acknowledges that to resolve any issues in a timely manner, Company will require the Customer to provide as a detailed description of the issues as possible.
- The Company provides technical support services to Customers, during normal business hours via e-mail. These technical support services include assistance in operating the accessiBe Solution, solutions to errors and bugs in the accessiBe Solution as implemented in the Customer Website, as well as operational and financial matters. Customer agrees to provide Company’s support team with all applicable required information and assistance as shall be required in order to address the technical issues that occurred. Any Customer that uses Addon SLA may receive priority in response and providing technical support services over other Customers, via phone or video conversation rather than e-mail and chat only. Nothing in the aforesaid is binding the Company to provide any response or support services within a certain time frame. The Company shall maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services in accordance with industry reasonable standards and practices.
- Customer acknowledges and agrees that: (i) as a security measure, in the event Customer requires deciphering of more than 10,000 images and/or links per Customer Website, the accessiBe Solution will block such exceeding decipher requests, and (ii) Company will contact Customer requesting that Customer decipher all images/links on Customer Website. Company shall use reasonable commercial efforts to instruct Customer on how to decipher such images/links. In the event Customer is unable or unwilling to implement Company’s instructions, it may notify Company, in writing, that it wishes to terminate its engagement with Company hereunder, in which case Company will refund Customer, as applicable, for any period of time paid for that is post such termination.
- Customer acknowledges that the installation of the accessiBe Solution must be made directly within the BODY HTML tag of the Customer Website and that the installation code must appear on the browser’s “view source-code” feature. The installation of the accessiBe Solution may be executed either by the use of (i) a plugin, (ii) the installation code directly, (iii) a third-party script manager, or (iv) any other means, as long as such means meet the foregoing requirements. The customer acknowledges that any installation of the accessiBe Solution, which is not in accordance with the foregoing, may result in certain parts of the accessiBe Solution not functioning as intended.
- The Customer acknowledges that:
- Blocking or Geo-Blocking could prevent the accessiBe Solution from performing as intended on the Customer's Website. The term “Blocking” as used herein means that your Customer Website (i) has no full public access to scanners; or (ii) is redirecting to a certain location, and the term “Geo-Blocking” as used herein means that Customer Website is: (i) unreachable from certain locations; or (ii) redirecting to a different website based on the user’s location; and
- The accessiBe Solution is based on AI and as any other AI software, in order to correct a certain functionality, it needs to encounter it repeatedly on different occasions, therefore if the Customer Website includes a functionality that is very unique or uncommon, the accessiBe solution may not be able to remedy it.
- accessiBe shall provide Customer tools and documentation to ensure that the Customer is integrating the accessiBe Solution correctly. Customer agrees to only integrate the accessiBe Solution on its Customer Website in accordance with such tools and documentation. Customer acknowledges and agrees that following the integration of the accessiBe Solution onto its Customer Website, it is Customers’ responsibility to (a) test and verifies the functionality of the accessiBe Solution on its Customer Website, and (b) ensure that the integration is in accordance with accessiBe’s tools and documentation. If the Customer encounters issues with the implementation or with any content on its Customer Website, it must contact us via [email protected] and describe such issues and/or problems, and we will assist the customer in resolving the issues or problems.
- The Customer undertakes to integrate the accessiBe Solution in a staging or testing website before integrating it on its Customer Website, and, only after verifying that there are no errors or damage caused to such website, to integrate the accessiBe Solution into its live or main Customer Website. We respect any manual accessibility work you have conducted on the Customer Website prior to using the accessiBe Solution, or any manual accessibility work you wish to conduct (or continue to conduct) after you start using the accessiBe Solution and therefore, the Customer acknowledges and agrees that the accessiBe Solution will not override any manual accessibility work conducted by Customer or anyone on its behalf on the Customer Website. Any such manual accessibility adjustments will not be corrected or adjusted by the accessiBe Solution, even if they are incorrect. Customer agrees to notify us, in writing, if it wishes the accessiBe Solution to override any previous manual accessibility adjustments made on its Customer Website.
- You represent and undertake to procure and ensure that you comply with, adhere to the provisions set forth in these Terms and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Services, including privacy and consumer laws.
- You represent and warrant that you: (a) own or have all the necessary licenses, rights, consents, and permissions to the Customer Website(s) and any content displayed on it, and (b) are responsible for the Customer Website(s) including its availability, maintenance, any content available therein and its systems and infrastructure.
- You acknowledge and agree that accessScan reports may not accurately reflect the Customer Website’s accessibility features and that it is your responsibility to verify the features that you have on the Customer Website.
- You agree: (a) to immediately notify Company of any actual, suspected, or potential security breach or improper use of the Services; and (b) not to engage in any activity or in a manner that is inconsistent with your obligations under these Terms.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND THE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND THE COMPANY CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, DIRECTORS, SERVICE PROVIDERS, LICENSORS, AND AGENTS, SUCCESSOR AND ASSIGNS (COLLECTIVELY, “COMPANY PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PARTIES PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES AND THE COMPANY CONTENT WILL MEET YOUR REQUIREMENTS, NEEDS OR PREFERENCES, OR ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE COMPLETE, ACCURATE OR RELIABLE.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM (A) THE USE OR THE INABILITY TO USE THE SERVICES AND/OR THE CONTENT; (B) THESE TERMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (D) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY DURING THE SIX (6) MONTHS PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, IF AT ALL, OR, IF GREATER, FIFTY DOLLARS ($50). 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 SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
You agree to defend, indemnify, and hold harmless the Company Parties from and against any and all losses, damages, expenses, rights, claims, actions of any kind, and injury (including death) including reasonable attorneys’ fees (collectively, “Claim”), arising out of or relating to (i) your use of the Services, (ii) Customer Website(s), and (iii) your obligations hereunder or your violation of these Terms, applicable law, rule or regulations or of any rights of another. The Company will provide notice to you of any such Claim. Company reserves the right to assume the exclusive defense and control of any Claim, and you agree to cooperate with any reasonable requests assisting Company’s defense thereof. You may not settle or compromise any Claim without Company’s prior written consent.
You agree that: (a) we may provide you with communications about the Services, including your User Account, in an electronic form via the email address you have submitted or via your User Account, and (b) these Terms, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement that these communications would satisfy if they were on paper. This section does not affect your non-waivable rights. Please note that you will not be able to opt-out of receiving such service messages.
- These Terms shall be in force and effect unless terminated in accordance herewith.
- You may terminate these Terms and the License at any time, by written notice, provide that you pay all applicable fees that are due to Company except where the termination is made within the Refund Period. If you terminate these Terms and the License, your obligation to pay any Subscription Fees payable to us for the period up to and until the expiration of your then-current Subscription Period shall remain in full force and effect. In no event will termination following the expiration of the Refund Period relieve you of your obligation to pay any Subscription Fees due to the Company for the period of your then-current Subscription Period.
- We may terminate these Terms and the License, at any time, for any reason, by providing you with a 30-days prior written notice. If we terminate these Terms and the License, we will refund to you any prepaid Subscription Fees covering the remainder of your Subscription Period after the effective date of such termination.
- Each party may terminate these Terms and the License for cause, by written notice, if (i) the other party is in a material breach of these Terms and such breach remains uncured for 14 days of written notice thereof, or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If we terminate these Terms and the License according to Section 4(i), your obligation to pay any Subscription Fees payable to us for the period up to and until the expiration of your then-current Subscription Period shall remain in full force and effect. In no event will such termination relieve you of your obligation to pay any Subscription Fees due to the Company for the period of your then-current Subscription Period.
- Notwithstanding the foregoing, we may, at any time and without prior notice, suspend your access to the Services or any part thereof, if we believe, at our sole discretion, that you or any third party: (a) are using the Services in a manner that may impose a security risk, may cause harm to us or any third party, and/or may give rise to any liability for us or any third party; or (b) breach the provisions of these Terms or applicable law. The foregoing suspension rights are in addition to any other remedies that may be available to us in accordance with these Terms and/or applicable law.
- Upon the termination of these Terms: (a) all rights and licenses granted herein shall terminate immediately and you shall cease all use of the Services, including your User Account; and (b) to the extent applicable, you shall remove the accessiBe Solution from your Customer Websites.
- Termination of these Terms will not relieve you from your obligation to pay any fees that are due or entitle you to any refund. All the provisions of these Terms that by their nature need to survive termination of these Terms and any accrued rights related to payments shall survive such termination. The termination of these Terms, in part or in whole, shall not limit either party from pursuing other remedies available to it, nor shall you be relieved of your obligation to pay any fees that are due and owing to Company under these Terms unless otherwise stated herein. Neither party shall be liable to the other for any damages resulting solely from termination of these Terms as permitted herein.
We reserve the right, at our discretion, to update, change, modify, add, or remove portions of these Terms at any time. All non-material changes are effective immediately when we post them on the Website and apply to all access to and use of the Services thereafter. If we make material updates to these Terms that would negatively impact your rights or increase your obligations hereunder, we will notify you of the change in advance via the Services or by e-mail to the e-mail address associated with your User Account, or in any other similar manner. If you do not agree with the changes, you may not access, or use the Services and, you have the right to terminate these Terms by closing your User Account. Access or use of the Services after the date any such changes become effective to constitute your acceptance of the update or change and consent to the updated Terms. The most current version of these Terms will appear on the Website under the “Terms of Service”.
If you have any questions or concerns about these Terms or the Services, please contact us via email at [email protected]