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- Definitions. The following terms shall have the meanings ascribed alongside them, unless explicitly stated otherwise:
- “accessiBe Systems” means the web-accessibility services and any additional services or products the company will provide under the accessiBe brand including the Website, including the ACE System
- “ACE System” means the Accessibility Compliance Evaluation system for evaluating and reporting a website’s level of accessibility compliance as operated by the Company.
- “ACE User” means a user of the ACE System, directly or indirectly, through digital link or otherwise.
- “Claims Support Services” means any support services the Company may offer – at its sole discretion – in support of a Licensee’s efforts to defend against a third party claim relating to a Licensee Website (as defined below) not being accessible after implementing the accessiBe Systems.
- “Licensee” means whoever purchases a License for the Services, whether (i) for the purpose of the Licensee’s personal use of the accessiBe Systems; (ii) for another person or entity using the accessiBe Systems on the Licensee behalf (if permitted by the Company in writing); (iii) for enabling the Licensee’s clients to access and use the accessiBe Systems on the Website in order to receive the Services (if permitted by the Company in writing); or (iv)an ACE User, as applicable.
- “Standard” means WCAG 2.1 level AA success criteria.
- “Partner” means any third party that refers Licensees to the Company, directly or indirectly, through digital link or otherwise.
- “Services” means the website accessibility services provided by the Company through the accessiBe Systems, as well as any Claims Support Services.
- “Website” means accessiBe’s website at https://accessibe.com
Use of the accessiBe Systems
- When using the accessiBe Systems or receiving the Services, you may not impersonate a different person or business organization;
- You may not: (i) copy, modify, create any derivative work of; or (ii) reverse assemble, decompile, reverse engineer or otherwise attempt to impact upon or derive source code (or the underlying ideas, algorithms, structure or organization);
- You may not breach or impair, in any manner, any intellectual property rights existing in the accessiBe Systems, including without limitation, copyrights, patents, trademarks, or any other proprietary rights, whether belonging to the Company or any third party;
- You may not use the ACE System in any manner that could damage, disable, overburden or impair ACE System’s reporting services; and
- The accessiBe Systems and the Services are provided “as is,” and are only intended to be used by the Licensee on the website for which Licensee has obtained a License (each such website, a “Licensee Website”). For the avoidance of doubt, the Licensee is not permitted to transfer and/or sell its License to any other third party.
Sale, Purchase and Termination Policy
- Upon purchasing a License, the Licensee agrees and confirms that it is engaging in a “Software as a Service” agreement (“SaaS”), whereby it purchases a License for the accessiBe Systems in order to embed the end-user interface (i.e., plug-in) of the system into a specific website, with the accessiBe Systems installed and operated from the Company’s servers. The Licensee is not purchasing the accessiBe Systems or any part thereof, including without limitation, the code and/or supporting files and/or databases and/or any other component of the software that, either jointly or severally, comprise the accessiBe Systems. For the avoidance of doubt, it is clarified that after the script has been embedded, no further use of the script and/or the License may be made for any other domain name or any other website operated by the Licensee other than the Licensee Website. The Licensee will be required to purchase a new dedicated License from the Company for any other website.
- The accessiBe Systems are only compatible for use by users on the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Internet Explorer 11, Android 8, and iOS10. The functionality of the accessiBe Systems requires that the Licensee Website in which they are embedded be websites based solely on HTML files and tags, and that the source code be written according to the Standard of the World Wide Web Consortium (“W3C”), without any errors or validation warning in W3C’s troubleshooting inspections; please note that Licensee changes to such website may impact the functionality of the Service. By way of example, accessiBe Systems do not support other components, such as Canvas, Flash and/or SVG.
- The License is purchased through the Website, using the means of payment available on the Website as of the purchase date or by the Reseller through the Company, if applicable.
- The License may be purchased on an annual basis and is renewed automatically unless the Licensee requests otherwise from the Company in writing. Notwithstanding, the License may be purchased on a recurring monthly basis provided the Company approval.
- The Company reserves the right to replace and/or alter, from time to time, the means of payment available on the Website, as well as to update the price of the License, as well as to collect different prices from different Licensees and Resellers, at the Company’s sole discretion and without need for justification.
- The transaction may be terminated within 14 days of submission of the purchase order, less any cancellation fee under applicable law. In order to terminate the transaction, the Licensee and/or the Reseller must e-mail [email protected], with its full name, identifying information, or company number, the domain name for which the termination is sought, and a copy of the transaction receipt.
- The Licensee may terminate its engagement with the Company at any time, subject to payment of all sums owed to the Company.
- The Company reserves the right to terminate the transaction and/or the License at any time, without justification to the Licensee and/or the Reseller, by providing the Licensee and/or Reseller a 30-day prior notice. Should the Company terminate the License, the company shall refund the Licensee or the Reseller, as applicable, for any period of time paid for that is post-termination.
- “Cookies” are small text files transferred from an internet server to a device in use by a Licensee (a computer, mobile or similar). Cookies are not computer software and cannot read the information they contain, nor can they perform any actions independently. Cookies are used for rapid identification, so that the Company’s servers can quickly and efficiently identify returning Licensees, or save a Licensee’s specific preferences.
- The Licensee agrees to allow the Company to implant one or more Cookies, to identify information using the Cookies and to use the information found in the Cookie files in connection with rendering the Service. Some of the Cookies used by the accessiBe Systems may originate from third parties, including Google Analytics and/or Facebook Pixel and/or YouTube.
- Cookies are used in all of the accessiBe Systems in order to allow the smooth and functional operation of all of the accessiBe Systems and/or in order to collect various data (such as statistical data regarding the use of the accessiBe Systems), to verify information and for data security purposes. Disabling the option to save Cookies in a browser may cause the accessiBe Systems to operate at less than functional or optimal capacity.
Website Accessibility; Malfunctions; Issues
- The Company exerts best commercial efforts to ensure that, within 48 hours of the date the accessiBe Systems are embedded into the Licensee Website, the Licensee Website will become substantially accessible in accordance with the provisions of the Standard. Nonetheless, it is possible that, for reasons arising from the Licensee Website and/or changes and updates that may be performed, from time to time, by the Licensee and/or their representatives on the Licensee Website and/or for other reasons beyond the control of the Company, the Licensee Website may not be substantially accessible at any given time.
- The Company grants solely to the Licensees, and solely during normal business hours and via e-mail, technical support services, including assistance in operating the accessiBe Systems, solutions to malfunctions in the accessiBe Systems, use of the personal Licensee account and similar technical and operational matters of payment, purchase or termination of transactions.
- The Licensee agrees to cause its client to report any malfunction or issue observed in the accessiBe Systems immediately to the Company by e-mail; upon receipt of such report, the Company undertakes to investigate the malfunction in a reasonably prompt manner.
- The Company shall employ its best efforts to resolve malfunctions in the accessiBe Systems in a reasonably prompt manner. In the event that the technology needed to resolve an issue does not exist, or in the event that its implementation is not possible, the Company shall document the issue in its records and resolve it once this becomes possible on a technological level, subject to and in accordance with the Company’s undertakings toward the Licensee.
- The Company does not undertake to manage and/or resolve malfunctions or issues originating in the Licensee Website. For the avoidance of doubt, under no circumstances will any changes be made to the code in the Company’s systems and/or platforms in order to adapt them to the peculiar needs of a Licensee Website.
Limitation of Liability; Licensee Responsibility
- From time to time, the Company may update and/or upgrade the accessiBe Systems (including the Company’s servers), which may cause a temporary interruption in the provision of the Services. The Company has no control over malfunctions that may occur, from time to time, in respect of the availability of the Services included in the accessiBe Systems, nor over services provided by third parties.
- The Licensee is aware that the Website, any and all communications with the Company’s representatives, and the use of the accessiBe Systems do not constitute the provision of legal advice and may not be relied on for any legal purpose. The use of each of the accessiBe Systems or Services does not substitute legal consultation.
- Without derogating from the generality of the foregoing: (a) the ACE System reports may not accurately reflect a website’s accessibility features, and (b) any Claims Support Services provided (if provided) are at Licensee’s own risk; and each is subject in all respects to all limitation of liability provisions set forth herein.
- The Licensee is aware that the installation of the accessiBe Systems cannot guarantee that claims will not arise, and that embedding the accessiBe Systems in the Licensee Website does not, on its own, fulfill all of the requirements of applicable law in respect of website accessibility (accessiBe does not remediate PDF files or create subtitles for videos, for example). The Company does not undertake that the Licensee Website will be 100% accessible at any given moment, owing to factors such as Licensee changes made to the Licensee Website, issues originating in the Licensee Website and /or limitations stemming from technological reasons. The Licensee irrevocably waives any claims against the Company from any liability, legal or otherwise, and that it shall assert no claims against the Company in this regard (including in relation to any Claims Support Services, if provided).
- In order for the Company to be able to provide Claims Support Services, the Licensee shall, as a prerequisite, provide the Company with any and all information required by Company for such purpose. The Company shall not use such information other than for purposes of providing Claims Support Services.
- The Licensee is aware that, as a security measure, in the event the Licensee’s requires deciphering of more than 1,000 images and/or links per website per month, the accessiBe System will block such exceeding decipher requests, and the Company will contact the Licensee requesting that the Licensee decipher all images/links on its Licensee Website. The Company shall employ reasonable commercial efforts to instruct the Licensee on how to decipher such images/links. In the event the Licensee is unable or unwilling to implement the Company’s instructions, the Licensee may notify the Company that it wishes to terminate its engagement with the Company, which case the Company will fully refund Licensee for any fees paid with respect to the services related to the relevant Licensee Website.
- The Licensee is aware that the Company does not treat URL parameters as pages, files and/or images. The Licensee has the responsibility to assure that all pages, files and/or images on the Licensee’s Website can be accessed through a standard URL. For the avoidance of doubt, prior to the processing of any page, file and/or image, the accessiBe System omits all URL’s parameters, such that a page, file and/or an image which shall be available only through URL parameters, shall not be processed through the accessiBe System.
The Licensee is aware that the installation of the accessiBe System must be made directly within the BODY HTML tag of the Licensee’s Website, and that the installation code must appear on the browser’s “view source-code” feature. The installation of the accessiBe System may be executed either by: (i) the use of a plugin, (ii) the use of the installation code directly, (iii) the use of a third-party script manager, or (iv) the use of any other means, as long as such mean meets the abovementioned requirements. The Licensee is aware that installing the accessiBe System in different ways than detailed herein, might cause certain parts of the accessiBe System to not properly perform.
- The Licensee is aware that Geo-Blocking could prevent the Company from rendering the Services and/or the accessiBe Systems from performing properly. “Geo-Blocking” means: (i) a Licensee’s Website being unreachable from certain locations; or (ii) a Licensee’s Website redirecting to a different website based on user location.
- It is the Licensee’s responsibility to verify, prior to using the accessiBe Systems, the integrity of the Licensee Website’s connectivity, and that of the server on which it is stored, to the internet network and to Licensee’s infrastructure (telephone, computer and so forth). The Company shall not bear liability for any damage to the Licensee on account of the foregoing issues, for which the Licensee is responsible.
- Without derogating from the foregoing, the Licensee agrees that, in any event and with respect to any of the accessiBe Systems or Services, the Company’s liability towards it will be limited to a sum equal to the aggregate payments made by the Licensee to the Company with respect to the relevant Licensee Website in the six (6) months preceding a claim or alleged breach, and no more.
- The Company is not responsible for the contents of documents and/or graphics files and/or other data found on the Licensee Website, including with respect to copyrights and/or patents and/or trademarks and/or accessibility of texts, pictures, attached PPT, EXCEL, WORD, PDF, audio, video, VIMEO or YouTube files, nor files of any other video provider, nor any other file of any kind for which Licensee is responsible.
- The Company is not responsible for any loss and/or expense and/or damage incurred by the Licensee and/or any third party on account of its rendering the Licensee Website accessible, and full and exclusive liability in this regard remains with the Licensee. Similarly, the Company is not responsible for re-organizing the Licensee Website after the accessiBe Systems have been embedded. The Company shall not bear any responsibility for any damage, inconvenience or loss incurred by the Licensee, directly or indirectly, as a result of its use of the accessiBe Systems and the embedding thereof in the Licensee Website.
- Without derogating from the release and limitation of liability set out above, in no event shall Company be responsible, and the Licensee exempts the Company from, any liability and/or duty and/or demand and/or claim arising prior to the completion of the accessibility rendering process on the Licensee Website through the use of the accessiBe Systems.
- In addition, and without derogating from the generality above, the Licensee shall indemnify and hold harmless the Company for any sum the Company bears and/or is required to incur for matters that are the Licensee’s responsibility, in addition to legal expenses, attorneys’ fees and other costs, to the extent applicable, within 30 days of receiving the Company’s first written demand.
- The Licensee undertakes to embed the system in a staging or testing website before installing the system on the Licensee Website, and, only after verifying that there is no malfunction or damage caused to such website, to embed the accessiBe Systems into its live or main Licensee Website.
- The accessiBe Systems, based on software, hardware, and communications networks, are exposed to the inherent risks of such systems, including the risk of malicious software (viruses, trojan horses, etc.), wiretapping, hacking by hostile entities, impersonations and other online systems and scams. The Company invests its efforts in defending against these risks. Nonetheless, it is not possible, and the Licensee is aware that it is not possible, to ensure complete immunity, and there may be damages and/or losses incurred in the event that such risks are realized, including disclosure and/or corruption of information provided and/or presented in the accessiBe Systems, corruption of instructions/requests, unauthorized account actions, disruptions to the operation of the accessiBe Systems and/or their response time, including interruption, partial performance and/or late performance of instructions/requests, unavailability of accessiBe Systems or the Services, etc., by virtue of such unlawful third party interference.
- No conversation or correspondence with any Company employee or representative and/or other information provided by the Company shall be considered legal advice, and the Licensee shall have no claims to the contrary.
- The intellectual property rights, including copyrights and trademarks (should any exist) in the accessiBe Systems or the Services or any other content included in the accessiBe Systems or the Services (“Company IP”) belong solely to the Company, or to the third party that provided its permission for the Company to use them. You may not copy, distribute, publicly display, publicly perform, transfer to the public, amend, process, create derivatives of, sell or lease any part thereof, whether by yourself or in cooperation with any third party, in any way or using any means, whether electronic, mechanical or optical, using photographic or recording means, or through any other means, without receiving the prior written consent of the Company and/or the other rightsholders, as applicable, and subject to the terms of such consent (if any). This provision is also valid in respect of any processing, editing or translation performed by the Company on content input or provided by the Licensee to the accessiBe Systems. For the avoidance of doubt, and without derogation from the generality above, the databases, software, code, systems and applications, graphics files, media and audio files, written content, code content and other materials, including designs and graphics, relating to the Company IP also belong to the Company, and it holds the exclusive rights thereto.
- If and to the extent that consent is granted for the use of the Company IP, the Licensee must refrain from removing, deleting or obscuring any notice or symbol concerning Company IP rights, such as copyright symbols (©) or trademarks (®) that accompany the content being used by the Client.
- The trademarks and advertising messages of the advertisers in the accessiBe Systems are the sole property of such advertisers. Without derogating from the prohibitions above, no use may be made of these either, without obtaining prior written consent.
- Upon purchasing a License, the Licensee approves the Company’s disclosure of the fact that it provided and/or provides the Services to the Licensee, and that the accessiBe System is embedded in the Licensee Website. The Licensee further confirms that the Company may make use of its trade name and the address of the Licensee Website, and may make worldwide and indefinite use of the Licensee’s logo, for the Company’s marketing purposes.
- The provisions of this intellectual property clause shall apply notwithstanding the cessation of the provision of the Services upon the conclusion of the License, for any reason.
- The provisions of this section do not derogate from the provisions of any law or from any rights afforded the Company by law.
- The Company works, from time to time and at its sole discretion, to add other companies and/or service providers in the internet industry to the Company’s Partners Program, wherein these companies present the Company and its Services to their own customers. A company and/or service provider that is added by the Company to the Partners Program, and has received an e-mail in this regard (the “Partner”), is entitled to a License for their main business website at no cost, for the duration of their partnership with the Company.
- A Partner that refers a potential Licensee to the Company is entitled to a commission of 20%, or other sums agreed between the parties in writing (the “Commission”). A 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. Without derogating from the foregoing, the entitlement to the Commission is conditioned upon such potential Licensee completing a purchase and embedding the License into its system. The Commission will be derived from the price paid by the referred Licensee (less VAT and any other similar tax, if applicable).
- To receive an owed commission, Partner must ensure bank and payment information is filled in properly on their personal profile on the Website, and then ask to release commissions also from the personal profile on the Website. The company is paying commissions once a month between the 10th and the 15th of every month, for all Commissions gathered by Partner up to the previous month. For the avoidance of doubt, an example of such payment would be: Partner refer 2 clients between 1th to 30th of January are receive Commissions for these Clients between the 10th and the 15th of February.
- The Company may terminate the status of a Partner at any time, without need for the prior notice and at its sole discretion. A Partner whose status is terminated will be entitled to Commissions for the Licensees it referred prior to the date on which it was informed by the Company of the termination of its status as a Partner. For the avoidance of doubt, no Partner shall have any claims and/or demands and/or rights against the Company in respect of the termination of its status as a Partner.
Messages and Updates and Communications
Communication between the Company and Licensee shall be via email. Updates and other messages on behalf of the Company, including all communications regarding services and support, and including advertisement mail, may be sent to Licensees by e-mail to the address provided by the Licensees when it registered for the Services (provided that the Licensees approved the sending of such messages).
Termination of the Services
The Company may, from time to time and without prior notice, limit or terminate a Client’s access to the accessiBe Systems and the Services and refuse to provide it with such access, in the event of one of the following instances (without derogating from any other remedy afforded the Company by law):
- If the Company is unable to verify and/or validate information provided by a Licensee or if the Company reasonably believes the information provided by a Licensee is incorrect or inaccurate, in both such instances after Company makes reasonable efforts to communicate with a Licensee without avail;
- If the Company reasonably believes that a Licensee’s use of the accessiBe Systems and/or the Services is giving rise to monetary risk and/or fraud of any kind and/or raises concerns of such; or
- If the Company reasonably believes that a Licensee’s use of the accessiBe Systems and/or the Services is overloading its systems and taking too many resources due to technical issues with Licensee site, or with the Company’s systems or any for any other technical reason.
- If the Company reasonably believes that a Licensee’s actions may cause a monetary loss and/or payment and/or create legal liability for the Company towards any third party.
Choice of Law and Jurisdiction
Last modified: May 12, 2020
For further information and clarifications, please contact [email protected]