Terms of Service
Last updated: May 29, 2023
These Terms of Service (“Terms”) are a legally binding agreement between you and accessiBe Ltd. and its affiliates, as applicable (“Company”, “our”, “we”, or “us”). These Terms govern your access and use of the Company’s Services.
A “Service” means each of the products and services offered by the Company, including (a) our automated accessibility audit tool (“accessScan”, formerly known as “aCe”), (b) our automated web accessibility solution (together with any additional services purchased with such solution according to the applicable subscription tier “accessWidget”, formerly known as the “accessiBe Solution”), (c) our platform for testing, monitoring, and remediation of accessibility for websites and web applications (“accessFlow”), (d) our website available at www.accessibe.com (“Website”), (e) Premium Features (as such term is defined below), (f) accessServices (as such term is defined below), (g) Litigation Support Package (as such term is defined below), and (h) any other software, features, products, content, and services that we may provide to you at any time whether via the Website or otherwise.
By accessing or using a Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. Without derogating from the provisions of the previous sentence, by clicking a box indicating your acceptance of these Terms, you agree that you have read and are bound by these Terms.
If you agree to 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.
With respect to individuals, the Services are intended for use by individuals who are of the legal age required to form legally binding contracts under applicable law (but in no event are they intended for use by individuals under the age of 18). If you are an individual, by using a Service, you represent and warrant that you are of at least 18 years of age. If you are not at least 18 years of age, you must not access or use any Service. These Terms are void where prohibited by law and the right to access and use any Service is not granted in such jurisdictions.
In no circumstances is a Service available to any individual or entity who have had their User Account (as such terms is defined below) temporarily or permanently deactivated, or any individual or entity that seeks to use a Service in violation of these Terms.
If you do not agree to be bound by the provisions of these Terms or if you do not have the legal capacity or authority to accept them, you may not use or access any Service.
By agreeing to these Terms you consent to (a) our access, collection, use, and disclosure of your information as set forth in our Privacy Notice (“Privacy Notice”), and (b) where applicable, the processing by us of information pursuant to the provisions of the Data Protection Addendum (“DPA”). The provisions of the Privacy Notice and of the DPA are incorporated into these Terms by reference.
These Terms apply to all users of the Services, as follows (each of which shall be referred to as “user” or “you”):
- You are a “Visitor” when you merely browse our Website and/or submit your personal data via the Website’s online chat, feedback forms or any other forms;
- You are a “Customer” when you use any of the Services other than as a Visitor (including indirectly, under a Partner Agreement).
- You are a “Partner” if you either (a) signed up and participate in the Company’s Partner Program through our Website, and/or (b) signed a separate referral, distribution, resale or similar agreement with the Company; in each case for the purpose of distributing or reselling accessWidget or accessFlow licenses to Customer(s).
- An “End User” is an individual or entity that accesses or uses a Customer Website, Website Property (as such terms are defined below) or any accessServices deliverable.
1.1. The purpose of the Services is to provide you with information and/or software solutions that will assist you in promoting the accessibility of website(s) (a website, or portion thereof, on which accessWidget has been correctly installed or which has been remediated using accessServices, shall be referred to as a “Customer Website(s)” or “Your Website”) 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”).
1.2. accessWidget and accessFlow are provided on a “Software as a Service” (“SaaS”) basis, and as such, you need to purchase a license to use such Services.
1.3. None of the Services are legal services. The Company does not provide legal advice or services. You are advised to contact your attorney to obtain advice regarding compliance of Customer Website(s) and/or Website Properties 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 any such applicable law, rules and regulations, including the Standard, and all liability with respect thereof is hereby expressly disclaimed by us.
2.1. Installation of accessWidget enables automatic addressing and resolution of website accessibility issues. accessWidget comprises two components, one which is an interface that addresses UI and design-related adjustments on websites, and the other is an AI-powered background process that addresses more complex requirements of the Standard (e.g., optimization for screen readers and for keyboard navigation of websites). End Users wishing to use accessWidget on a Customer Website are required to activate accessWidget by choosing an applicable profile or by using assistive technologies (such as screen readers and applicable keyboards), that automatically activate accessWidget.
2.2. accessWidget does not address or resolve certain accessibility issues, including (“Excluded Issues”): (a) URL parameters (such as elements inserted in Your Website’s URLs to help filter and organize content or track information on the website) will not be made accessible; (b) documents, PowerPoint, Excel, Word, pdf, audio, video, SVG, content presented in “iframe”, and other formats and embedded content will not be made accessible; (c) Canvas and Flash components will not be made accessible; (d) components that have been handled via Manual Remediation Measures (as such term is defined below) will not be made accessible; and (e) any images or links that are subject to a Decipher Block (as such term is defined below) will not be made accessible. Addressing or resolving such Excluded Issues may require you to acquire additional services from us or other third parties. We provide some such services (such as specific expert services, VPAT and other customized services; collectively, “accessServices”) for a fee. You can purchase accessServices via your User Account, or you can email us at [email protected] and we will be happy to assist you.
2.3. Depending on the accessWidget subscription tier you purchased, you may have access to additional services (“Premium Features”). Premium Features currently comprise (a) a monthly accessibility remediation report, (b) the ability to automatically integrate accessWidget with a Google analytics account, and (c) dedicated support services, including priority response times. We may (but have no obligation to) change our offering of Premium Features or offer additional Premium Features from time to time, at our sole discretion.
accessFlow provides Customers with information on accessibility issues allowing to address and remediate accessibility issues in websites, web projects and any other supported code, whether they are public or private (collectively, “Website Property(ies)”). It is within the Customer’s discretion whether to implement the suggested remediations.
accessFlow does not address Excluded Issues.
4.1. To access and use accessServices you must submit the applicable information and Your Content (as such term is defined below) via your User Account or email us at [email protected]. You may be required to accept additional terms with respect to the specific accessServices you wish to receive. In the event of a conflict between these Terms and accessServices specific terms, the specific accessServices terms will prevail.
4.2. If during the initial twelve (12) month period after we provide you with certain accessServices you receive a written complaint alleging noncompliance of components of your Customer Website or Website Properties for which accessServices remediation services (relating to files and media) were rendered (as of the date such accessServices were rendered) with the Standard in a manner that does not allow an individual with disabilities to use the Customer Website, you may notify us of such complaint within no later than 30 days of receipt of such complaint. Such notification must be in writing and must include an attachment with the written complaint. Following receipt of such notice, we will investigate the issue(s) raised in such complaint, including to ascertain whether the issue(s) raised in the complaint were covered by the applicable accessServices provided. If there are non-compliant components that were covered by the applicable accessServices we will either fix such issue(s), or inform you why they can not be remediated. We will not charge you for any such remediation, if applicable. Such action by us shall be your sole remedy with respect to any damages resulting from any such complaint.
4.3. Nothing in the provisions of this Section 4 derogates any of the other provisions of these Terms, including specifically the provisions of Sections 35, 36 and 37.
4.4. Notwithstanding anything to the contrary stated in Section 14, upon full payment of any applicable fees, the ownership of deliverables provided to you in connection with accessServices (including VPAT reports), shall belong to you. The Company may retain a copy of any such deliverables and make use thereof for its internal purposes only.
5. User Account
5.1. If you wish to become a Customer or a Partner, you will be required to register and create (or update) an active personal user account (“User Account”). When you register a User Account, you will be asked to provide us with certain information such as your full name, business name, email address, and phone number, which will be used to create your User Account. You will also be asked to create a password. You are solely responsible for maintaining the confidentiality of all aspects of your User Account (including any passwords). You will have the ability to invite your employees and subcontractors (“Your Personnel”) to join your User Account. This will require Your Personnel to provide the foregoing information as well, and a User Account will be created for such Personnel.
5.2. 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 or any other false information.
5.3. You are solely responsible for all activities that occur under your User Account (including any Accounts of Your Personnel) including those of Your Personnel.
You and Your Personnel are not allowed to share your registration login credentials or give your login credentials to anyone else. 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.
6. Access or Use of Services Pursuant to Engagement with a Partner
If you access or use accessWidget or accessFlow pursuant to an engagement between you and 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”), then as between you and Company, these Terms shall apply. Any rights granted to you in the Partner Agreement that are not contained in these Terms apply only as between you and such Partner. Therefore, you must seek redress, exercise or enforcement of such rights solely with the applicable Partner and not the Company.
7. Litigation Support Package; Remediation Services
7.1. If you purchase and use accessWidget on a Customer Website(s) and receive a third-party complaint (including a demand letter, legal notice, or other communication) relating to such Customer Website(s) compliance with the Standard (other than with respect to Excluded Issues) following installation of accessWidget, you may require our assistance with respect to such claim, as set forth in this Section 7. In order for us to assist, you will need to provide us with prompt written notice of such claim and all information as may be required by us in order to provide our assistance, including the complaint letter you received and your correspondence with the third party that sent you the complaint letter. We will review such information and will provide you with relevant documentation and/or materials to demonstrate the accessibility features implemented through accessWidget on the Customer Website(s) (“Litigation Support Package”). A dedicated 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 separately from such dedicated email thread, such emails may be overlooked and may not be addressed. 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 technical assistance only and is not a legal service. You must always consult with your legal advisors, including with respect to use of any outputs of the Litigation Support Package as part of your defense against a third-party claim. For clarity purposes only, the Litigation Support Package is only available to you if you purchase and use the accessWidget and only with respect to Services provided through accessWidget (for the avoidance of doubt, excluding any Excluded Issues).
7.2. Using accessWidget or accessFlow does not guarantee that you will not receive communications regarding non-compliance of your Customer Website and/or Website Properties with the Standard. The Company has no control over the actions or activities of third parties who may make such communications. Our assistance in these cases is limited to our Litigation Support Package as described above.
8. Updates; Availability and Functionality
8.1. Company may, at any time and at its sole discretion, develop and provide updates to 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 applicable Service and be subject to the provisions of these Terms.
8.2. The availability and functionality of each Service 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 any Service (or any part or feature thereof) without notice, at any time, and at our sole discretion. Each Service and its 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 your engagement with us under these Terms if we make any material changes to a Service that you use that adversely affect the results of use of such Service, in which case you shall be entitled to a refund of any pre-paid Subscription Fee (as such terms is defined below) relating to any remaining post-termination Subscription Period (as such term is defined below).
8.3. A Service may display, include, use, or make available third-party content or services (including data, information, applications, and other products and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Services”). We are not responsible for Third-Party Services, including their accuracy, completeness, timeliness, validity, quality, or any other aspect thereof, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Services. We do not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links to them are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third-parties’ terms and conditions.
8.4. We will maintain appropriate administrative, physical, and technical safeguards designed to protect the security of the Services in accordance with reasonable industry standards and practices.
9. Permitted Use
You and Your Personnel (or anyone else acting on your or their behalf) will not, while accessing or using any Service or through use of any Service: (a) impersonate another person or entity, defame, abuse, harass, threaten, or otherwise violate the legal rights of others, including privacy and intellectual property rights; (b) 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; (c) make a Service available on a network where they may be accessed by any third party; (d) use a Service on or in connection with any website which is or promotes content that is obscene, excessively profane, racist, ethnically offensive, threatening, infringing, excessively violent, libelous, gambling-related, or discriminatory, offensive, misleading or deceptive, or any other content that is illegal under applicable law; (e) change, edit, add to, copy or extract any content from or produce summaries of a Service or Company Content (as such term is defined below) or any part thereof for any commercial purposes and other than as expressly provided herein; (f) attempt to interfere with or disrupt a Service, or attempt to gain access to any systems or networks that connect thereto; (g) use a Service in any unlawful manner, for any unlawful purpose, or in any manner contrary to or inconsistent with these Terms or applicable law; (h) use a Service in any way that may damage, disable, overburden or impair it or any other Service; (i) create or attempt to create a service that is similar to any Service; (j) use the Services for the delivery to a third party pre-litigation or “cease and desist”, or similar communications; (k) use a Service for any commercial purpose not permitted by these Terms; or (l) use a Service in order to compete with the Company or for any other form of competitive or benchmarking purposes. 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 any User Account or access to the Services without prior notice, and/or reporting such activities to the authorities.
10. Beta Services
We may offer certain Services as closed or open beta services (each, a “Beta Service”) for the purpose of testing and evaluation. We have the sole authority and discretion to determine the period of time for testing and evaluation of any Beta Service. We will be the sole judge of the success of such testing and the decision, if any, to offer any Beta Service as a commercial service. You are under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any Beta Service with or without notice to you. You agree that we will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any Beta Service for any reason.
11. Trials and Demos
We may (but are not obliged to) offer certain Services to certain Users on a free trial or demonstration basis. If you register for a free trial or demonstration of a Service, we will make the applicable Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period of the applicable Service (unless terminated earlier by you), (b) the start date of the paid Subscription Period for the applicable Service, or (c) termination by us of the free trial at our sole discretion. Any data that you enter into the applicable Service offered to you on a free trial or demonstration basis, and any customizations made to such Service during the free trial or demonstration will be permanently lost unless you (i) purchase the corresponding paid Subscription, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. During any trial or demonstration, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
Intellectual Property; License
12. Company Content and Company IP
12.1. Each Service, the technology and software underlying such Service 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 Updates and all copyrights and other intellectual property rights related thereto (collectively, “Company IP”) are the property of the Company, its affiliates and its licensors (as applicable), and the Company, its affiliates, and licensors (as applicable) retain all right, title, and interest in and to the Company IP.
12.2. Any use of the Company IP other than as specifically authorized herein is prohibited.
12.3. 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 (as applicable).
12.4. Except as expressly authorized by Company in writing, you agree not to (a) use, modify, copy, frame, mirror, adapt, scrape, or create derivative works based on the Company IP, in whole or in part; (b) rent, lease, loan, sell, distribute, assign, lease, sublicense, or otherwise transfer any right in the Company IP; or (c) disassemble, decompile, reverse engineer, reverse assemble, or otherwise attempt to discover any source code or otherwise transfer any right in the Company IP.
13. Company Marks
13.1. The Company name, logos and other distinguishing graphic features are trademarks and service marks of the Company (each, a “Company Mark”). Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Company Mark, without our prior written permission in each instance.
13.2. You acknowledge that we are the owner of the Company Marks, including all goodwill associated therewith, and that your use of any Company Mark will confer no additional interest in or ownership of any Company Mark in you but inures to our benefit.
13.3. All other Company, product, and service names and logos used and displayed via a Service may be trademarks or service marks of their respective owners who may or may not endorse, be affiliated with, or connected to Company.
13.4. You agree that you will not in any way modify, alter or tamper with any proprietary marks, copyright notices, or other notices, or any Company Mark, that may be provided and/or displayed through the Services.
14. License Out
14.1. Subject to the provisions of these Terms, the Company hereby grants you a limited, revocable, non-exclusive, non-sublicensable (unless agreed otherwise by us in writing), non-transferable, and non-assignable (unless agreed otherwise by us in writing) license (“License”), to access and use the Services and relevant Company Content (as applicable), in each case strictly in accordance with these Terms. With respect to any Service that requires payment to use (accessWidget [Including any Premium Features as applicable], accessFlow, and accessServices), the License is contingent on payment of the applicable fees and shall be in effect only during periods for which you shall have paid the relevant fees for the applicable Service acquired.
14.2. The applicable Services and the Company Content are licensed and not sold to you. You do not acquire any ownership interest in any Service, the Company IP, the Company Content or any Company Mark under these Terms, or any other rights thereto other than the right to use the foregoing in accordance with these Terms.
14.3. With respect to any Service that requires payment to use (accessWidget [Including any Premium Features as applicable], accessFlow and accessServices), a separate License needs to be acquired for use of such Service on each website and/or Website Property (as applicable). Accordingly, you may not use the same License on more than one website and/or Website Property (as applicable). You may not transfer a License used on a certain Customer Website and/or Website Property (as applicable) to another website and/or property, whether owned by you or not, without our express written consent. Your User Account must accurately reflect your Customer Websites and/or Website Properties (as applicable) on which you use the License(s).
14.4. The License granted to you hereunder may be suspended or terminated immediately, without notice, if you breach the provisions of these Terms.
15. License In
15.1. Subject to the provisions of these Terms, you hereby grant the Company a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free, fully paid, license during the term hereof to: (a) if you purchase and use accessWidget: (i) access and use your Customer Website(s) and Website Properties solely as required to provide you with accessWidget; and (ii) translate, adapt and display the content of the Customer Website and Website Properties such that they will be available to the End Users of your Customer Website’s and/or Website Property (as applicable); (b) if you purchase and use accessFlow, access to Customer Website(s) and Website Properties that you are lawfully permitted to access solely as required to provide you with accessFlow; and (c) with respect to any other Service that you may use, the right to access and use Customer Website(s) and Website Properties as applicable and required to provide any such Services. Company may make use of the Customer Website or Website Properties, in whole or in part, only as permitted hereunder.
15.2. If the Customer Website(s) and/or Website Properties for which you are using a Service are not yours, by using such Service you represent and warrant to us that you have full authority to use such Service with respect to such Customer Website(s) and/or Website Properties.
15.3. If you are a Customer, and unless you notify us otherwise in writing, we may use information regarding your Customer Website and its accessibility features, for commercial purposes, including for the development of additional Services and indexation in an accessibility-focused website search engine.
15.4. If you use accessScan, we may use information regarding the website that you scanned and its accessibility features, for commercial purposes, including for the development of additional Services and indexation in an accessibility-focused website search engine.
15.5. If you are a Customer, then unless you notify us otherwise in writing, we may, and you hereby grant to us a limited, non-exclusive, royalty-free and fully-paid up, non-transferable (except as set forth herein) right and license to, refer to you as a customer of the Company and use your logo as part of such reference (including on the Website), provided that we comply with any trademark usage requirements of which you may notify us in writing.
16. accessWidget and accessFlow
16.1. To access and use accessWidget or accessFlow you must purchase a subscription (“Subscription”) unless we agree otherwise in writing. accessWidget and accessFlow are provided on a monthly or annual subscription basis (“Subscription Period”), according to the subscription plan that you choose and suits your needs and the specific Customer Website properties, in accordance with the respective subscription plans available for each Service on the Website (“Subscription Plan”).
16.2. 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 (7) 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 (as such term is defined below) relating to any remaining post-termination Subscription Period. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (available on the Website), either (at the Company’s discretion): (a) prorated for the remainder of the then-current Subscription Period, or (b) whenever the Subscription Upgrade is implemented upon renewal of the Subscription Period, 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.
16.3. You agree to pay us the applicable fees in accordance with your applicable Subscription Plan (“Subscription Fees”).
16.4. To ensure that you do not experience any interruption or loss of services, your Subscription Plan is automatically renewed by default for thirty (30) day periods (in the case of a monthly Subscription Plan) or twelve (12) month periods (in the case of an annual Subscription Plan). Any such renewal period(s) are considered a “Subscription Period”. Therefore, unless you cancel your Subscription Plan at least seven (7) days prior to the expiration of the Subscription Period, it will automatically renew upon the end of the then-applicable Subscription Period.
16.5. You may cancel your Subscription within fourteen (14) days of the date of its commencement (“Refund Period”) by providing us with a written notice, in which case 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, using the payment method you provided upon purchasing the Subscription. To cancel your Subscription, you must e-mail us at [email protected], and include your full name, the details of the Customer Website for which the termination is sought, and a copy of the transaction receipt. After the Refund Period, Subscription Fees for the remainder of the Subscription Period are non-refundable and non-cancellable, unless explicitly provided otherwise herein. Upon cancellation of a Subscription following the Refund Period, all outstanding payment obligations shall immediately become due for your used Subscription Period.
17.1. To access and use accessServices you may request a quote from us via your User Account and following receipt of such quote pay the applicable fees (“accessServices Fee”) via your User Account or by emailing us at [email protected]. We will not commence provision of accessServices until the accessServices Fee is paid in full.
17.2 accessServices Fees are non-cancelable and non-refundable, even if any accessServices are canceled or unused.
18. Partnership Agreements
If you are subscribing to a Service pursuant to a Partner Agreement, your access to and use of such Service is subject to our receipt of payment for the applicable Subscription Fees from the applicable Partner (unless you are billed directly by us). You hereby acknowledge that depending on 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.
19.1. We may use 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 replace any Payment Provider at any time. You further agree to provide all information and execute any documents that we or any Payment Provider may require, at any time, to facilitate the payments. You authorize us to share any information regarding your payment method and related information with any Payment Provider.
19.2. You hereby authorize us, either directly or through a Payment Provider, to charge the Subscription Fees via your selected payment method, upon their due date(s). We may use any means of payment provided by you to process payment of Fees.
19.3. 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 applicable Service(s) without notice. We reserve the right, at our sole discretion, to update the payment methods available on the Website, at any time.
19.4. All fees are quoted and are to be paid in U.S. dollars.
19.5. Subscription Fees are exclusive of taxes (including value added tax and sales tax), levies or duties, which may be imposed in respect of these Terms and the purchase of the Subscription hereunder under applicable law (collectively, “Taxes”), except for Taxes imposed on us for our income. You agree that no withholding taxes shall be applied to the Subscription Fees and that the net amount that we receive hereunder shall be equal to the amount we would have received had no such withholding taxes applied.
19.6. A valid payment method, approved by the Company, is required to process your Subscription Fee. You shall provide us with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize us (either directly or through our affiliates, subsidiaries, or other third parties, including Payment Providers) to charge and collect payment (or refund or take any other billing actions) all fees incurred through your account to any such payment instruments. You also authorize us 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).
19.7. Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
19.8. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right, at our sole discretion, to update the Subscription Fees at any time, and will notify you if such update may affect your existing Subscription Plan upon its renewal. Increases to existing Subscription Fees will take effect upon renewal of a Subscription Period. Notwithstanding the foregoing, we reserve the right, at our sole discretion, to increase accessWidget Subscription Fees if your Customer Website has more than 100,000 monthly visits.
20.1. This chapter of the Terms applies to you if you participate in the accessiBe’s Partner Program (“Partner Program”). The provisions of the Prohibited Activity and Improper Conduct Policy shall apply to the Partner Program.
20.2. The Partner Program is a commission-based program according to which Partners are entitled to receive compensation from the Company for referral of Referred Customers and Referred Partners. A “Referred Customer” is any Customer that: (a) was not previously a Customer, (b) acquired a Subscription to accessWidget or to accessFlow (as applicable) only as a result of the Partner’s marketing and promotional activities, (c) is associated with the Partner’s User Account, and (d) with respect to accessWidget only, uses accessWidget on its Customer Website. A Referred Customer that cancels its Subscription during the Refund Period ceases to be a “Referred Customer”. A “Referred Partner” is a Partner that: (i) was not previously a Partner or a Customer, (ii) signs up to the Partner Program only as a result of the referring Partner’s marketing and promotional activities, (iii) is associated with the referring Partner’s User Account, (iv) was not previously referred to the Company by any other third-party, and (v) has at least one Referred Customer associated with its User Account or has generated at least USD 490 in revenues to the Company.
20.3. 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.
20.4. The Company may update the terms of the Partner Program (including rate of Commissions, as such term is defined below) at any time, at its sole discretion, by posting an updated version of these 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 replace the terms of the Partner Program in their entirety or to terminate the Partner Program in its entirety. If we materially update or replace the terms of the Partner Program, we will provide Partners with notice thereof via your User Account or by email. A 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 replacement, you can terminate your participation in the Partner Program by providing us with a written notice by email to [email protected].
21. Payments to Partners
21.1. Subject to a Partner’s compliance with the terms of this Partner Program and the Terms, such Partner will be entitled to receive for each of its Referred Customers (whether the Subscription Period is monthly or annually) (“Referred Customer Commission”), to be chosen at the time of registration of each Referred Customer: (a) a commission equal to 20% of the net revenues generated and actually received by Company from the first twelve (12) months of Subscription Fees; or (b) a discount at the rate of 20% on our standard pricing (as set forth on the Website), which may be applied to Referred Customers.
21.2. Subject to a Partner’s compliance with the terms of this Partner Program and the Terms, such Partner will be entitled to receive for each of its Referred Partner a one-time payment in the amount of USD 500 (“Referred Partner Commission”). Referred Customer Commission and Referred Partner Commission jointly may be also referred to as “Commission”.
21.3. A Partner may choose to receive the Commission either in cash (via transfer to the Partner’s bank account or other means acceptable to us) or apply it as a discount on Subscription Fees of its Referred Customers. A Partner must inform us via its User Account how it wishes to receive the Commission.
21.4. 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. A Partner must ensure that the payment information provided by it is accurate and up to date.
21.5. We will calculate Commissions once per calendar month following receipt of payment from the Referred Customer(s) during the applicable periods of their Subscriptions. The Company pays owed Commissions to Partners once per calendar month (“Payment Period”) subject to receipt of an invoice from the Partner (if applicable). Actual payment is made to Partners by the 20th day of the calendar month following the calendar month in which such Commissions were earned by the Partner. Payment of Commissions shall only be made if the amount of all Commissions in aggregate is at least US$50, otherwise the unpaid Commission will roll over to the next month until the amounts of all accrued Commissions exceed US$50. Notwithstanding anything to the contrary herein, the Company is not 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 these Terms.
21.6. 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).
22. Relationship and Liability
22.1. You represent and warrant that you shall: (a) ensure that all Referred Customers agree in writing to be bound by these Terms, (b) be responsible for each such Referred Customer’s full compliance with these Terms; and (c) be responsible for the performance of all of your obligations under these Terms (including by any third party on your behalf).
22.2. You agree to defend, indemnify, and hold harmless the Company from and against any and all losses, damages, expenses, rights, claims, actions of any kind, including reasonable attorneys’ fees (collectively, “Claim”), arising out of or relating to (a) any Claim made by third parties as a result of any Referred Customers acts or omissions, including violation of these Terms, applicable law, rule or regulations or of any rights of another; and (b) any Claims brought against Us by any Referred Customer. The Company will provide notice 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. Partner will not settle or compromise any Claim without Our prior written consent. For the purposes of this Section 22.2 the term “Referred Customers” does not include Referred Customers that engaged with the Company directly and consented to these Terms.
22.4. You will: (a) bear all costs and expenses related to your activities as a Partner, including marketing or promotion of the Services, (b) perform your obligations under these Terms in accordance with applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required to perform in accordance herewith, and (c) promptly inform us in writing of any information known to it that could reasonably lead to a claim, demand or liability of or against us.
23. Termination; Updates
You or we may terminate your participation in the Partner Program at any time, for any reason, effective immediately upon notice. If you breach the terms of the Partner Program or these Terms, as determined by us in our sole discretion, then we may: (a) terminate your participation in the Partner Program; (b) suspend you User Account; and/or (c) terminate you access and use of any Service, including any applicable Subscription. Upon termination of your participation in the Partner Program: (i) you will immediately cease using your applicable partner link; and (ii) all rights granted to Partner under the Partner Program will immediately cease, provided however that if the termination is not by Company as a Termination for Cause (as such term is defined below) (unless otherwise determined by Company in its sole discretion) Partner shall be entitled to continue and receive Commissions for earned by it until the date of termination.
24. The Company may offer a shareable link (“Link”) that You can choose to share and publish to others as a recommendation to join as a Customer ("Referral Program”). For any Referred Customer (as defined in Section 20.2 mutatis mutandis) that joins our Services via your link, you may be rewarded by the Company as published from time to time. This program will not apply to any Partner that participates in the Partner Program.
25. By sharing the Link you warrant and represent to abide by these Terms, any applicable laws, our Prohibited Activity and Improper Conduct Policy and any other guidelines we may provide you with. Any such reward will be subject to your compliance with all applicable terms.
27. We reserve the right to terminate the referral program at any time at our sole discretion and without any liabilities. Upon such termination, you will immediately cease to distribute, publish, or otherwise use the Link.
Your Content and Data
28. You are solely responsible for your Customer Website(s) and/or your Website Properties (as applicable) and all content and information, including code, images, data, text, software, sound, photographs, graphics, messages, and other materials that you make available to the Company whether as part of your Customer Website(s) and/or your Website Properties (as applicable), or otherwise (collectively “Your Content”). You represent and warrant that (a) you own all intellectual property rights in and to Your Content, including all intellectual property rights and rights of publicity contained therein or thereto, and (b) Your Content does not violate the provisions of any applicable law. You hereby grant Company with a worldwide, unrestrictive, non-exclusive, royalty-free, transferable and sublicensable right and license to use, copy, distribute, disseminate, prepare derivative works of, upload, perform, store, modify and display Your Content only in connection with the provision of the Services. 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.
29. Any questions, comments, suggestions, ideas, feedback, reviews, questions, ideas, or other information about the Services (collectively, “Feedback”), provided by you to Company are non-confidential, shall be the sole property of the Company, and the Company will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
30. You understand that when you access or use the Services or any part thereof, we may access, collect, and share certain Personal Information (as defined in the Privacy Notice) from, and/or about you as described in the Privacy Notice (“Your Data”). To better understand our practices with respect to Your Data please review the Privacy Notice, which is incorporated herein by reference. You further understand that to the extent we are deemed as processor of any personal information, the provisions of the DPA, which is also incorporated herein by reference, shall apply to such processing.
31. accessWidget and accessFlow
31.1. accessWidget and accessFlow are compatible with the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Android, and iOS. In order for accessWidget and/or accessFlow to function as intended, a website must be based on HTML files and tags (flash, OpenGL XML, and other non-HTML-based applications are not supported).
31.3. accessWidget must be installed directly within the BODY HTML tag of the website and the installation code must appear on the browser’s “view source-code” feature. The installation of accessWidget may be executed either by the use of (a) a plugin, (b) the installation code directly, (c) a third-party script manager, or (d) any other means, as long as such means meet the foregoing requirements. Any installation of accessWidget not in accordance with the foregoing may result in accessWidget not functioning as intended.
31.4. Prior to integrating accessWidget on Your Website we recommend that you integrate accessWidget in a staging or testing website. You may integrate accessWidget on Your Website only after verifying that there are no errors or damage caused to such staging or testing website. Prior to integrating any remediations suggested by accessFlow on your Website Properties you must integrate such remediations in a staging or testing website. You may integrate remediation suggestions generated by accessFlow on your Website Properties only after verifying that there are no errors or damage caused to such staging or testing website.
31.5. We respect any other accessibility measures you may implemented on Your Website and/or Website Properties prior to using accessWidget and/or accessFlow (as applicable), or any other accessibility measures you wish to implement (or continue implementing) after you start using accessWidget and/or accessFlow (as applicable), including any manual remediation measures (“Other Remediation Measures”). However, we cannot guarantee that our Services will not affect, or be affected by, any Other Remediation Measures. Specifically, accessWidget will not override some manual remediation Measures on a website, and any manual remediation measures will not be corrected or adjusted by accessWidget, even if they are incorrect or do not comply with the Standard. You must notify us in writing if you wish accessWidget to override any previous manual accessibility measures implemented on Your Website. We may not be able to provide Service properly if a website and\or Customer Properties implement Other Remedation Measures. Any effect that our Services may have on Other Remediation Measures, or that Other Remedation Measures have on our Services are explicitly excluded from any warranties hereunder.
31.6. Following your installation of accessWidget (using the installation method of your choice), you will carefully verify the installation of accessWidget using Website Onboarding Guide. “Website Onboarding Guide” is a guide that we will send you via your User Account or via email after you install accessWidget on a website or Website Property. The Website Onboarding Guide is considered a material part of the installation process of accessWidget, and contains explanation on how to verify that accessWidget is working properly.
31.7. We provide Customers with tools and documentation to ensure that Customers integrate accessWidget and/or accessFlow correctly. You agree to integrate the accessWidget on Your Website strictly in accordance with such tools and documentation. With respect to accessWidget, following the integration of the accessWidget onto Your Website, it is your responsibility to (a) test and verify the functionality of the accessWidget on the Customer Website, and (b) ensure that the integration is in accordance with the tools and documentation provided by us. With respect to accessFlow, following receipt of the remediation suggestions, it is your responsibility to: (i) correctly integrate the proposed remediation into your Website Properties, and (ii) test and verify that the Website Properties function as intended following such integration. If you encounter issues with the implementation of accessWidget or accessFlow, you must contact us via [email protected] and describe such issues and/or problems, and we will use our commercially reasonable efforts to assist you in resolving such issues.
31.8. As a security measure, in the event you require deciphering of more than 10,000 images and/or links per Customer Website and/or Website Property (as applicable), accessWidget and/or accessFlow (as applicable) will block any such decipher requests (a “Decipher Block”), and we will contact the Customer requesting that the Customer decipher all images/links on Customer Website and/or Website Property (as applicable). The Company will use reasonable commercial efforts to instruct the Customer how to decipher such images/links. In the event the Customer is unable or unwilling to implement Company’s instructions, it may notify the Company, in writing, that it wishes to terminate its engagement with Company hereunder, in which case Company will refund Customer for any amount paid to the Company relating to the period following such termination.
31.9. Blocking or Geo-Blocking could prevent accessWidget and/or accessFlow from performing as intended on the Customer Website and/or Website Property. “Blocking” means that a Customer Website and/or Website Property (i) has no full public access to scanners; or (ii) is redirecting to a certain location. “Geo-Blocking” means that a Customer Website and/or Website Property is (x) unreachable from certain locations; or (y) redirecting to a different website based on the user’s location; and
31.10. accessWidget 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: (a) with respect to accessWidget, if a Customer Website includes a functionality that is unique or uncommon, accessWidget may not be able to remediate it; and (b) with respect to accessFlow, we will not be able to present remediation suggestions.
31.11. If you notify us in writing, of an error caused by accessWidget (including deviation from the Standard), the Company will use its reasonable commercial efforts to assist you in addressing such issue (if it is derived from accessWidget) in order to restore the Customer Website’s compliance with the Standard. In order to resolve any issues in a timely manner, we will require you to provide us with as detailed description of the issues as possible.
31.12. The Company provides technical support services to Customers, between 8 am and 9 pm New York time Monday through Friday (excluding holidays), via e-mail. These technical support services include assistance in operating accessWidget, solutions to errors and bugs in accessWidget as implemented in the Customer Website, as well as operational and financial matters. You agree to provide our support team with all applicable required information and assistance as shall be required in order to address the technical issues that occurred.
32.1. If you choose to use accessServices for remediation of media or files and the media or files you provide are of poor quality and as such cannot be remediated, we will not be able to provide you with the applicable accessServices you requested and will refund you the applicable fees paid with respect to such accessServices. If you wish to remediate images (i.e., non-text content), you are required to provide us with alternative text for your images. You acknowledge and agree that if you do not provide us with such alternative text, we will provide you with such remediation services based on our understanding of what the alternative text should reflect, in which case, may not fit your needs and/or requirements..
32.2. If any accessServices have errors or fail to comply with their specifications, you may reject such accessServices within ten (10) days from their receipt. Within ten (10) days from receipt of your rejection notice, Company will, at its cost and expense, correct the errors and will submit the corrected accessServices to you. If no reject notice is received within the said period, then the applicable accessServices will be deemed to have been accepted by you. Notwithstanding the foregoing, in specific instances the aforementioned acceptance and correction timelines may vary. In the event that we are unable to correct such errors we will refund you the amount corresponding to such service.
33. You must procure and ensure that you comply with and 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 protection laws.
34. You represent and warrant that you: (a) own or have all the necessary licenses, rights, consents, and permissions to Your Content, and (b) are responsible for Your Content including its availability, maintenance, any content available therein and its systems and infrastructure.
35. 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. accessScan may not identify Excluded Issues.
36. You agree: (a) to immediately notify Company in writing 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.
37. You are solely responsible for any accessibility remediation that you implement in any of your Website Properties which is based on the remediation recommendations made by accessFlow. You may not distribute, disclose, share, sublicense, assign, and/or transfer in any way to any third party, the remediation recommendations made by accessFlow. You must promptly notify us in writing of any suspected abuse and/or misuse of accessFlow by anyone whether or not done on your behalf.
38. You are solely responsible for ensuring that the Accessibility Statement provided by Us in relation to some of our Services is compatible with your needs, including any applicable legislation that may apply to your Customer Website.
39. You are required to notify the Company in writing of any demand letters or claims concerning Your Website’s accessibility that you received prior to your engagement with the Company, and to provide a copy of any such demand or claim, via email to [email protected]. Failure to inform us of such prior demands or claims shall constitute a material breach of these Terms.
Disclaimer of Warranties
40. YOUR USE OF THE SERVICES AND THE COMPANY 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 (EACH, A “COMPANY PARTY”) 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, NO COMPANY PARTY PROVIDES ANY 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
41. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NO COMPANY PARTIES WILL 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 SUCH COMPANY PARTY HAS 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 COMPANY CONTENT; (B) THESE TERMS; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (D) ANY OTHER MATTER RELATING TO THE SERVICES AND THE COMPANY CONTENT. 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.
42. You agree to defend, indemnify, and hold harmless each Company Party from and against any Claims, arising out of or relating to (a) your use of the Services, (b) Customer Website(s), and (c) 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. The 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.
43. 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. These Terms, any notices, disclosures, and other communications provided 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.
44. Any call meetings or conference calls (including video calls) we may conduct with you in relation with the provision of the Services, may be recorded (including through third-party vendor platforms) for training, quality assurances and archival purposes. By setting up a demo call, support call, or other any other call with us you agree to have the call recorded and kept in the company records.
45. These Terms shall be in force and effect unless terminated in accordance herewith.
46. 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 or as otherwise specifically stated herein. 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 unless otherwise specifically stated herein.
47. 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.
48. Each party may terminate the engagement under these Terms and the License, by written notice, if (“Termination for Cause”) (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 43(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.
49. 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.
50. 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 accessWidget from your Customer Websites.
51. Termination of these Terms will not relieve you from your obligation to pay any fees that are due or entitle you to any refund unless otherwise specifically stated herein. All the provisions of these Terms that by their nature need to survive termination of these Terms, including 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 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.
52. 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 upon posting 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 in advance via Your User Account or by e-mail to the e-mail address associated with your User Account, or in any other similar manner, and such updates shall come into effect no earlier than seven (7) days from such notification. 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. 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 notifying us in writing. The most current version of these Terms will appear on the Website under the “Terms of Service”.
53. These Terms, the Privacy Notice and the DPA constitute the entire agreement between you and the Company governing your access and use of the Services and the Content and supersede any prior agreements between you and Company with respect to the Services.
54. You may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content, or third-party software. Please review any such terms and conditions. We take no responsibility for any such Third-Party Services, third-party content, or third-party software or any terms and conditions related thereto.
55. If the Customer or Partner is a resident (in the case of an individual) or is incorporated (in the case of a corporation) in the United States or Canada then: (a) these Terms will be a legal binding agreement between accessiBe Inc. and the Customer, (b) governed by the laws of the State of New York, the United States without regard to its conflict of law provisions, and (c) any action or proceeding arising from or relating to these Terms may only be brought in the courts located in New York, New York and each party irrevocably submits to such exclusive jurisdiction and venue. If the Customer or Partner is a resident (in the case of an individual) or is incorporated (in the case of a corporation) outside of the United States and Canada, then: (i) a legal binding agreement between accessiBe Ltd. and the Customer, (ii) governed by the laws of the State of Israel without regard to its conflict of law provisions and (iii) any action or proceeding arising from or relating to these Terms may only be brought in the courts located in Tel Aviv, Israel (accordingly) and each party irrevocably submits to such exclusive jurisdiction and venue.
56. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. The failure of the Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
57. 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.
58. 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 Services, or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
59. 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.
60. You may not assign these Terms without our prior written consent, but we may assign or transfer these Terms, in whole or in part, without restriction.
61. The section titles in these Terms are for convenience only and have no legal or contractual effect. As used in these Terms, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
62. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Services.
63. Company will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Company’s reasonable control.
64. The Services are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Services (including the Software) by the U.S. government constitutes acknowledgment of our proprietary rights in the Services (including the Software).
If you have any questions or concerns about these Terms or the Services, please contact us via email at [email protected]