You may obtain additional accessibility services works from Company or Reseller, as the case may be, for an extra charge for any addition of and/or update to templates and/or use of new technologies and/or change to the code and/or tags and/or selectors on which the website’s system is based (the “Changes to the Website”). You are solely responsible for the accessibility of any Changes to the Website, unless you acquired implementation services pertaining to such Changes to the Website.
You are, at all times, solely responsible for all the materials and content displayed on the website, including in matters concerning copyrights in and the accessibility of the content, documents and media displayed on the website and listed in Appendix B (“the Contents”). You hereby expressly acknowledge that Company or Reseller (if applicable) is not responsible for checking the Contents and/or their compliance with the law and/or for checking any accessibility certificates required for your website.
You may engage the services of an accessibility consultant or licensed service accessibility expert. Any accessibility reports by external consultants are handled for an additional charge.
4.1 The Fees and payment terms for the license granted under each Plan and/or any related services are specified in the Purchase Order
The Software and the Documentation are licensed and not sold. The Company and its licensors (if applicable) are and retain all right, interest and ownership in and to the Software and the Documentation, including without limitation in and to any and all intellectual property rights (including, without limitation, copyrights, trade secrets, trademarks, improvements, revisions, derivative works and etc.) evidenced by or embodied in and/or attached/connected/related to the Software. This Agreement does not convey to you an interest in or to the Software but only a limited revocable right to use the Software, during the applicable license term, in accordance with the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights under any law. If you contact the Company or its Reseller with feedback data (e.g.,
questions, comments, suggestions or the like) regarding the Software (collectively, “Feedback”), such Feedback is deemed non-confidential, and the Company has a non-exclusive, worldwide royalty-free and perpetual license to use or incorporate such Feedback into the Software and/or other current or future products or services of the Company (without your approval and without further compensation).
Without derogating from the generality of the foregoing, the Software and all its parts and contents, including applications developed by Company or at Company’s request, are the Company’s sole property, even if any changes and adjustments are made for you, with or without consideration, and all the copyrights are reserved to Company. It is clarified that the license to operate and use the software for your website does not confer upon you any right in the software’s source code and/or grant it any access to the software application or grant it any access to the open or closed software code.
If you acquired the Enterprise Plan, the Company hereby represents to you as follows: (i) it has the full right, power and authority to grant the rights and licenses granted herein; (ii) it implements industry standard measures to ascertain that the Software does not contain any viruses, harmful components, illicit code, timebombs, worms, Trojan horses, protect codes, data destruct keys, or other programming devices or code that might, or might be used to, access, modify, delete, damage, deactivate or disable any deliverables or other software, computer hardware, or data; (iii) all implementation and maintenance services will be performed in a professional and workmanlike manner and in compliance with all applicable laws and (iv) the Company takes commercially reasonable efforts to meet the requirements and specifications stated in the Documentation. For the avoidance of any doubt, if you acquired the Free Plan and/or the Premium Plan, such representations do not and will not apply to you in any manner.
Without derogating from any general and/or specific exclusions of warranty set forth in this Agreement, no warranty and no liability is borne by Company in the following: (i) repair, maintenance or modification of the Software by persons other than authorized entities; (ii) accident, negligence, abnormal physical or electrical stress, abnormal environmental conditions, abuse or misuse of the Software (in each case, unless caused by Company or its agents or representatives); (iii) use of the Software other than in accordance with the Software’s manuals, specifications, Documentation and/or purpose; (iv) the combination of the Software with equipment and/or software not authorized or provided by the Company or otherwise approved by the Company in the Software’s Documentation; (v) the Software being licensed for beta evaluation, testing or demonstration purposes; (vi) if you do not follow the general guidelines set forth in Appendix B (which, for clarity purposes, are solely your responsibility and do not constitute any legal and/or other counsel).
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND THE COMPANY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
7.1 EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND WITHOUT PREJUDICE TO THE LIMITATION OF LIABILITY AS SET FORTH IN SECTION 2.3 ABOVE: (A) THE COMPANY OR ITS SUPPLIERS AND/OR LICENSORS AND/OR RESELLERS ARE NOT LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY OTHER PARTIES FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM AND/OR RELATED WITH AND/OR CONNECTED TO THE INSTALLATION OF THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY OR ITS RESELLERS AND/OR ANY USE OF OR INABILITY TO USE THE SOFTWARE OR ANY EQUIPMENT OR SYSTEM SUPPLIED BY THE COMPANY OR ITS RESELLERS, EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT DOES THE COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, EXCEED THE AGGREGATED AMOUNT OF (10) US DOLLARS (UNLESS YOU HAVE PURCHASED THE ENTERPRISE PLAN OR ANOTHER PREMIUM PLAN WITH WARRANTY, IN SUCH CASE THE LIABILITY CAP IS AS SET FORTH IN THE COMPANY’S PRICE LIST HERE). (THE “LIABILITY CAP”). FOR CLARITY THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
The Software is based on software which is developed and owned by the Company and/or its licensors. The Software may use or include software, files and components from other providers that are subject to open source and separate license terms (“External Components”). Your right to use such External Components as part of, or in connection with the Software is subject to any applicable acknowledgements and license terms accompanying such External Components contained therein or related thereto. If there is a conflict between the licensing terms of such External Components and this Agreement, the licensing terms of the External Components prevail in connection with the related External Components. Such External Components are provided on an “AS IS” basis without any warranty of any kind and are subject to any and all limitations and conditions required by such providers. You hereby agree to such terms associated with the External Components. Under no circumstances is the Software or any portion thereof (except for the External Components contained therein) deemed “open source” or “publicly available” software.
You agree, in accordance with final non-appealable court judgement, to defend, indemnify and hold harmless the Company, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) arising from your unauthorized use of the Software and/or breach of the provisions of this Agreement and/or any Purchase Order. Company promptly notifies you of any such claim, complaint or lawsuit. You have the right, in your sole discretion, to defend any claim, complaint, or lawsuit and to settle any claim, complaint, or lawsuit at your own expense and by your own counsel. Any settlement agreement must be reasonably approved in advance by the Company. The Company is obligated to cooperate fully in the investigation and defense of any such claim, complaint or lawsuit. In addition, this indemnification does not apply to any loss, damage, cost or expense to the extent such Losses are caused by the gross negligence or willful misconduct or the Company or any of the Company’s employees, subcontractors, agents, representatives or assigns.
Only if you acquired the Enterprise Plan or other Premium Plan with warranty services, then the Company, in accordance with final non-appealable court judgement, agrees to defend, indemnify and hold harmless You, your officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) arising out of or incurred in connection with any claim, action, suit or proceeding by another party (including, without limitation, any governmental or similar authority investigation, inquiry or action), to the extent it is based on a claim that the Software or Documentation or any of the services provided here under infringes any patent, trademark, copyright or trade secret of another entity, provided, however, that such claim is found to be true by a competent court in a final, non-appealable court ruling.
Only if you acquired the Enterprise Plan or other Premium Plan with warranty services, then the Company, in accordance with final non-appealable court judgement, further agrees to defend, indemnify and hold harmless You, your officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorney’s fees) arising out of or incurred in connection with any claim, action, suit or proceeding by another party (including, without limitation, any governmental or similar authority investigation, inquiry or action), to the extent it is based on breach of Sec. 2.1 and 2.2 above, which is not cured within the Cure Period set forth in Sec. 2.3 above, and to the extent that such doesn’t derive from or relate to matters which are in Your responsibility as set forth in Sec. 3.2 above.
You agree that: (i) you, as soon as reasonably practicable, notify the Company in writing of any claim for which it intends to seek indemnification hereunder promptly after becoming aware of such claim; (ii) you do not make any admission as to liability or compromise or agree to any settlement of any such claim without the prior written consent of the Company which consent is not unreasonably withheld or delayed; and (iii) the Company, at its own expense, is entitled to have the conduct of or settle all negotiations and litigation arising from any such claim and you, at Company’s request and expense, give the Company all reasonable assistance in connection with those negotiations and such litigation.
The indemnification obligations set forth above are at all times limited to the Liability Cap.
For the avoidance of any doubt, please note that if you acquired the Free Plan and/or a Premium Plan with no warranty, the Company has no obligation to indemnify you pursuant to Sections 10.2 and 10.3.
This Agreement is effective upon the first download, installation, operation and/or use of the Software and will remain in force during the Term (as defined below), unless earlier terminated in accordance with this Agreement. Subscription Licenses are period-based licenses that may be renewed for subsequent periods. The order form and/or the Purchase Order will indicate the term of your applicable license, as well as the parties’ rights to terminate the license and services (the “Term”).
If you have subscribed to the Free Plan, the Company may at any time, block your access to the Software and/or temporarily or permanently limit, suspend or terminate your user’s account, for any reason, at the Company’s sole discretion.
In addition, under any Plan, the Parties may terminate this Agreement or a specific Purchase Order on the following grounds: (i) termination by mutual written consent; (ii) by either Party upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure or remedy such breach within thirty (30) days after receiving written notice of such breach; or (iii) either Party may terminate this Agreement upon written notice to the other Party in the event that one or more of the following events occur(s): (a) appointment of a trustee or receiver for all or any part of the assets of the other Party; (b) insolvency or bankruptcy of the other Party; (c) a general assignment by the other Party for the benefit of creditor(s); or (d) dissolution or liquidation of the other Party. Notwithstanding the foregoing, any Fees paid to Company are non-refundable under any circumstances. This means that if you purchased a License for an extended period of time, such as for a year or for a three-year period, none of the Fees paid by you are refundable.
Upon termination of this Agreement or a Purchase Order: (i) all Subscription Licenses granted to you and all valid Purchase Orders (in the event of termination of the Agreement) or those granted under a specific Purchase Order (in the event of its specific termination), as the case may be, expire, and you are no longer permitted to use the Software; and (ii) any sums and/or Fees paid by you before the date of termination are non-refundable, and you are not relieved of your duty to discharge in full all due sums owed to the Company under this Agreement, which sums become immediately due and payable on the date of termination of this Agreement or relevant Purchase Order.
Any right, obligation or required performance of the Parties in this Agreement which, by its express terms or
nature and context is intended to survive termination or expiration of this Agreement, will survive any such
termination or expiration.
Each Party may have access to certain non-public and/or proprietary information of the other Party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other Party, whether written or oral, and any other information that a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each Party takes reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to outside parties. Neither Party uses or discloses the Confidential Information of the other Party except as expressly permitted under this Agreement or by applicable law. All right, title and interest in and to Confidential Information are and remain the sole and exclusive property of the disclosing Party. Neither Party has an obligation under this Agreement to maintain in confidence any information that (i) is in the public domain at the time of disclosure, (ii) though originally Confidential Information, subsequently enters the public domain other than by breach of such Party’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations, (iii) is shown by documentary evidence to have been known by such Party prior to disclosure to such Party by the discloser; or (iv) is independently developed by such Party without reference to Confidential Information.
You agree that the Company may identify you as a user of the Software and use your trademark and/or logo: (i) in sales presentations, promotional/marketing materials, and press releases, and (ii) in order to develop a brief customer profile for use by the Company on its website and other promotional channels for promotional purposes.
The company reserves its right to change any or all of the provisions of this Agreement unilaterally. The company informs you of any such change in advance. You are hereby required to periodically review these terms and conditions. Notwithstanding the foregoing, you are not permitted to unilaterally change any or all of the provisions of this Agreement.
This Agreement is construed and governed in accordance with the laws of the State of Israel (with no regard to
conflict of law provisions) and the competent courts of Tel Aviv-Jaffa, Israel have exclusive jurisdiction in any
conflict or dispute arising out of this Agreement. The application of the United Nations Convention of Contracts
for the International Sale of Goods is expressly excluded. This Agreement represents the complete agreement
concerning the license granted herein and the subject matter hereof supersedes any prior written or oral
agreements. The failure of either Party to enforce any rights granted hereunder or to take action against the other
Party in the event of any breach hereunder is not deemed a waiver by that Party as to subsequent enforcement of
rights or subsequent actions in the event of future breaches. If any provision of this Agreement is held to be
unenforceable, such provision is reformed only to the maximum extent necessary to make it enforceable. This
Agreement is binding upon the respective heirs, beneficiaries, legal or personal representatives, successors and
permitted assigns of the Parties. You may not assign your rights or obligations under this Agreement without the
prior written consent of the Company, and any attempt by you to so assign, is deemed null and void. The
Company may assign its rights and or obligations under this Agreement, without your prior written consent.
Notwithstanding the foregoing, you may transfer or assign any of your rights and/or obligations under this
Agreement without obtaining the consent of the Company, in connection with any merger (by operation of law
or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of your assets or
similar transaction of such assigning Party. Neither Party is liable for any failure to perform or delay in
performance of any of its obligations under this Agreement caused by circumstances beyond the reasonable
control of a Party to this Agreement including without limitation act of God, government or local government,
war, fire, flood, earthquake or storm, acts of terrorism, explosion, civil commotion, bank strike or industrial
dispute.
Only if you acquired the Enterprise Plan or purchased maintenance services in addition to a license to use the
accessibility solution under one of the Plans, the Company provides the following maintenance services during
the term of your valid license (collectively, the “Maintenance Services”):
Please note that if you acquired the Free Plan and/or the Premium Plan (other than the Enterprise Plan), and have not purchased maintenance services in addition to a license to use the accessibility solution under one of the Plans, the Company has or has no obligation to provide you with such Maintenance Services.
Please note: the following table is provided for your convenience only, and under any circumstances does not constitute any legal advice and/or otherwise.
If you have questions or concerns about these Terms and Conditions, please contact us by clicking here.