Terms and conditions of use
AccessiWay markets and distributes "Saas" licenses upon special authorization from AccessiBe Ltd, a company under Israeli law registered under no. 51-585530-2 owner of the intellectual property rights to the software, AccessiWay Systems (as further defined below) and owner of the Servers through which the "SaaS" licensed software services are delivered.
Definitions and General Provisions
- "Services" or "AccessiWay System": the web accessibility services "powered by AccessiWay" comprise two components, one which is an interface that allows users to make design-related changes on the customer's website, and the second which is the artificial intelligence-based background process that addresses the more complex requirements of the standard: optimisation for compatibility with screen readers and for keyboard navigation of the website for which the Customer purchases a licence to use the AccessiWay Solution ("Customer's Website").
- "ACE system": acronym for "Accessibility Compliance Evaluation system", i.e. the software aimed at analytically assessing and reporting to the Client or potential Client the level of accessibility compliance of their website.
- ACE User" means the Customer or prospective Customer using the ACE system, via digital connection or otherwise.
- "Licences" means as many "Saas" software licences issued by the Company to the Customer as there are national top-level domains (ccTLDs) included in the same domain (GTLD).
- "Customer": any person who purchases a License for the Services (i) for the purpose of personal use by the AccessiWay Systems; (ii) for a third party (person or entity) who will use the Accessiway Systems on behalf of Customer (if permitted by Company in writing); (iii) to enable Customer's customers to access and use the Accessiway Systems on the Website in order to receive the Services (if permitted by Company in writing); or (iv) an ACE User, if applicable.
- "User Account": a personal account created at the time of registration by the Customer, in respect of which the User is solely responsible for maintaining confidentiality.
- "Standard" means WCAG 2.1 level AA.
- "Website" means the AccessiWay website at https://www.accessiway.com and app.accessiway.com
- "Servers": means the servers necessary for the operation of the AccessyWay System and the Ace System, owned by AccessiBe Ltd, a company under Israeli law no. 51-585530-2.
- Use of AccessiWay Services.
- When using the AccessiWay Systems or receiving Services, it is not possible to impersonate another natural or legal person (company) other than the Customer.
- You may not: (i) copy, modify, create derivative works of the AccessiWay Systems or Services; or (ii) assemble, decompile, reverse engineer or otherwise attempt to influence or derive the source code of the AccessiWay System or Services (or the underlying ideas, algorithms, structure or organization).
- The Customer may not infringe or compromise, in any way, any intellectual property rights existing in the AccessiWay Systems, including, without limitation, copyright, patents, trademarks or any other rights belonging to the Company or third parties.
- The ACE System may not be operated in a mode that could damage, disable, overload or impair the signalling services of the ACE System.
- The AccessiWay Systems and Services are provided "as is" and are intended to be used solely by the Customer for the Customer Website. For the avoidance of doubt, the Customer is not permitted to transfer and/or sell and/or assign its Licence in any way, in whole or in part, to a third party.
- License purchase, price payment and duration
- At the time of the purchase of No. 1 (one) license, Customer agrees and confirms that it has entered into a "Software as a Service" ("SaaS") license agreement, pursuant to which it is purchasing a license for the AccessiWay Systems for the purpose of embedding the end-user interface (i.e. plug-in) of Customer's Website, with the AccessiWay Systems installed and maintained by the Servers. Customer is not purchasing the AccessiWay Systems or any part thereof, including, without limitation, the code and/or support files and/or databases and/or any other software components that, jointly or separately, compose the AccessiWay Systems.
- For the avoidance of any misunderstanding, Customer understands and agrees that after the script has been incorporated on Customer's Website, no further use of the script and/or the License may be put in place for any other domain name or any other website operated by Customer other than Customer's Website. The Customer will be required to purchase a new dedicated License for any other website and/or any other national top-level domain (ccTLD).
- AccessiWay systems are compatible only for use by Customers on the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Internet Explorer 11, Android 8, and iOS10. The functionality of the AccessiWay Systems requires that the Customer Website into which they are embedded is a website based solely on HTML files and tags and that the source code is written according to the World Wide Web Consortium ("W3C") standard, without any errors or validation notices in W3C's troubleshooting inspections; Customer understands and agrees that Customer's changes to its website may affect the functionality of the Services. By way of example, AccessWay Systems does not support other components, such as Canvas, Flash, and/or SVG.
- The Licence is purchased via the Website, using the means of payment available on the Website on the date of purchase, if applicable.
- Payment of the License price is made at the time of purchase. The License may be purchased on an annual basis and will automatically renew unless the Customer gives notice of termination of the License to the Company by sending written notice to be received by the Company at least 60 days prior to expiration. Alternatively, with the prior written approval of the Company, the Customer may purchase a monthly License, which shall be tacitly renewed on a month-to-month basis, unless terminated in writing by the Customer by sending written notice to be received by the Company no later than 7 days prior to expiration.
- The Company reserves the right to replace and/or change, from time to time, the means of payment available on the Website, as well as to update the price of the License: in the event of changes to the price of the license, the Customer will receive appropriate notice and will have the right to withdraw from the License by sending written notice that must be received by the Company at least 7 days before the first renewal with the updated prices. In case the Customer does not withdraw from the License, he/she will be deemed to have accepted the new License prices communicated by AccessiWay.
- The order may be cancelled by the Customer within 14 days after sending the purchase order, subject to any cancellation fees or costs under applicable law. To cancel the order, the Customer must send an e-mail to this address, indicating his or her identifying information (first and last name, name or company name, C.F. and/or VAT number), the domain name for which termination is requested, and a copy of the receipt for the order placed.
- The Customer may terminate the agreement at any time upon payment of all sums due to the Company for the entire Licence period granted.
- The Company reserves the right to terminate the order and/or the License at any time, without justification to the Customer, providing the Customer with 30 days' notice where possible. In the event the Company terminates the License, the Company will reimburse the Customer for part of the fee spent on the License, depending on and in proportion to the remaining term of validity the License would have originally had.
- "Cookies" are text files transferred from a server to a device used by a Customer (computer, cell phone or similar). Cookies are not software and cannot read the information contained on computers/devices, nor can they perform any action independently. Cookies are used for quick identification so that Servers can quickly and efficiently identify Clients or save a Client's specific preferences.
- The Customer agrees to allow the Company to install Cookies, to identify information using Cookies and to use the information in the cookie files necessary for the provision of the Services provided through the Website at the link and app.accessiway.com. Some cookies used by AccessiWay Systems may come from third parties, including but not limited to Google Analytics and/or Facebook Pixel and/or YouTube.
- Cookies are used in all AccessiWay Systems, except for the customer-purchased plug-in software for which specific documentation has been produced which can be viewed at the following link, in order to enable the smooth and functional operation of all AccessiWay Systems and/or to collect various data (such as statistical data regarding the use of AccessiWay Systems), to verify information and for data security purposes. Disabling the option to save cookies in a browser may cause the AccessiWay Systems to operate at less than their functional or optimal capacity.
- Website accessibility; Malfunctions; Problems
- The Company agrees, without having contracted any obligation of result, that, within 48 hours of the date the AccessiWay Systems are incorporated into the Client Web Site, the Client Web Site will become substantially accessible in accordance with the provisions of the Standard. However, it is possible that, for reasons arising out of the Customer Web Site and/or changes and updates that may be made, from time to time, by the Customer and/or its representatives to the Customer Web Site and/or for other reasons beyond the control of the Company, the Customer Web Site may not become accessible within the aforementioned 48-hour period or at a later time.
- The Company exclusively grants to the Customers, and exclusively during normal business hours (Monday through Friday from 10:00 a.m. to 6:00 p.m.) and via live chat on the Website, technical support services such as, but not limited to, assistance in the operation of the AccessiWay Systems, solutions to malfunctions in the AccessiWay Systems, assistance in the use of the Customer's personal account, technical and operational issues related to payments and/or purchase of Licenses or, in general, to the conclusion of orders.
- Customer agrees to have its users inform the Company without delay via e-mail at the following address and via live chat on the Site of any malfunction or problem encountered in the AccessiWay Systems; upon receipt of such report, the Company agrees to investigate the malfunction in a reasonably timely manner.
- The Company will use its best efforts to resolve malfunctions in the AccessiWay Systems as quickly as possible. In the event that the technology necessary to resolve a problem does not exist, or in the event that its implementation is not possible, the Company agrees to document the problem in its records and resolve it once it becomes technologically possible, in accordance with the Company's commitments to the Customer.
- The Company does not undertake to handle and/or resolve malfunctions or issues originating from the Customer's Site. For the avoidance of doubt, under no circumstances will code changes be made in the Company's systems and/or platforms in order to adapt them to the peculiar needs of a Customer's Website.
- Limitation of liability; Customer liability
- For the purposes of this article, "Company" shall mean AccessiWay Srl, as well as its principals, including in particular AccesiBe Ltd, a company incorporated under Israeli law.
- All limitations of the Company's liability set forth below, as well as clauses limiting indemnities or producing a legally equivalent effect to a limitation of the Company's liability, are valid and effective subject to any mandatory provisions of law, such as in the case of willful misconduct or gross negligence, even if this is not expressly stated.
- The Company reserves the right to update the AccessiWay Systems at its discretion, which may result in temporary interruption in the provision of the Services. The Company has no control over malfunctions that may occur, from time to time, in connection with the availability of the Services included in the AccessiWay Systems, nor over services provided by third parties.
- Customer understands that the Web Site, all communications with Company representatives, and use of the AccessiWay Systems do not constitute the provision of legal advice and may not be relied upon for any legal purpose. Use of each of the AccessiWay Systems or Services is not a substitute for legal advice.
- Without derogating from the generality of the foregoing: (a) ACE System's reports may not accurately reflect the accessibility characteristics of a website, and (b) any Claims Support Services provided (if provided) are at the sole risk of the Client, who is subject in all respects to all limitation of liability provisions set forth herein.
- The customer understands that the installation or use of the AccessiWay Systems cannot guarantee that no third party claims or disputes will arise against the Customer with respect to the accessibility of the Customer's Website and that the incorporation of the AccessiWay Systems into the Customer's Website does not, in and of itself, satisfy all requirements of applicable law with respect to website accessibility (by way of example, it should be noted that AccessiWay does not proofread PDF files or create subtitles for videos). The list of requirements that the AccessiWay System does not guarantee is available at this link. The Company does not undertake or guarantee to make the Customer's Website 100% accessible at all times, including, where applicable, due to factors such as changes made by the Customer to the Customer's Website, problems originating from the Customer's Website and/or limitations arising from technological reasons. Except to the extent that such waiver constitutes a limitation of liability not permitted by mandatory statutory provisions, the Customer irrevocably waives any claim or action of any nature whatsoever (judicial and/or extrajudicial) against the Company, and accordingly, the Customer shall not assert any claim against the Company in this respect (including in relation to any Complaints Support Services, if provided).
- In order for the Company to be able to provide Claims Support Services, the Client must, as a prerequisite, provide the Company with all information requested by the Company for this purpose. The Company will not use such information except for the purpose of providing Complaint Support Services.
- The Customer understands that, as a security measure, in the event that the Customer requests the decryption of more than 10,000 images and/or links for a Website within the same month, the AccessiWay System will block such excess decryption requests and the Company will contact the Customer requesting the Customer to decrypt all images/links on the Customer's own Website. The Company will take reasonable efforts to instruct the Customer on how to decrypt such images/links. In the event that the Customer is unable or unwilling to implement the Company's instructions, the Customer may notify the Company that it wishes to terminate its contract with the Company: in such event, the Company will refund to the Customer its share of the price paid for the license in connection with the Customer Website Services in proportion to the remaining term of the license.
- The Customer understands that the Company does not treat URL parameters as pages, files and/or images. The Customer is responsible for ensuring that all pages, files, and/or images on the Customer Web Site are accessible via a standard URL. For the avoidance of doubt, prior to the processing of any page, file, and/or image, the AccessiWay System omits all URL parameters so that pages, files, and/or images that will only be available through URL parameters are not processed through the AccessiWay System.
- The Customer understands that the installation of the AccessiWay System must be done directly within the HTML Body tag of the Customer's Web Site and that the installation code shall appear in the "View Source Code" function of the browser. Installation of the AccessiWay System may be performed by (i) the use of a plug-in, (ii) the direct use of the installation code, (iii) the use of a third-party script manager, or (iv) the use of any other means, provided that such means meets the above requirements. Customer understands that installing the AccessiWay System in ways other than those described herein may cause some parts of the AccessiWay System to malfunction.
- Customer understands that Geo-Blocking may prevent the proper functioning of the Services and/or the AccessiWay Systems. "Geo-Blocking" is defined as (i) a Customer's Website not being reachable from certain geographic locations; or (ii) a Customer's Website redirecting to a different website based on the location of the user accessing it.
- It is the sole responsibility of the Customer to verify, prior to use of the AccessiWay Systems, the integrity of the connectivity of the Customer's Website and the server on which the same is stored to the Internet network and the Customer's infrastructure (telephone, computer, etc.). The Company assumes no liability for any damages suffered by the Customer by reason of the aforementioned matters, for which the Customer is solely responsible.
- Notwithstanding the foregoing, and subject to mandatory provisions of law such as in cases of willful misconduct or gross negligence, the Customer agrees that, in any event and in connection with any of the AccessiWay Systems or Services, the Company's liability to the Customer shall be limited to an amount not to exceed the aggregate payments made by the Customer to the Company in connection with the Customer's Web Site in the six (6) months preceding a claim suffered or alleged violation.
- The Company is in no way responsible for the content of the documents and/or graphic files and/or other data on the Customer's Web Site (including copyrighted material and/or documents, patents, trademarks, text, images, PPT, EXCEL, WORD, PDF attachments, audio, video, VIMEO or YouTube files or any other video provider, and any other files of any kind) for which the Customer remains solely responsible and for which it claims to own the relevant rights. The Customer agrees to indemnify and hold the Company harmless for any damage, loss or charge whatsoever arising from the Customer's Web Site, its content and, in general, the activities of the Customer and its users.
- The Company shall not be liable for any losses and/or expenses and/or damages incurred by the Customer and/or third parties as a result of making the Customer Website accessible, and the full and exclusive responsibility in this regard shall remain with the Customer. Likewise, the Company is not responsible for the reorganization of the Customer's Web Site after the AccessiWay systems have been incorporated. The Company assumes no responsibility for any damage, inconvenience or loss whatsoever suffered by the Client, directly or indirectly, as a result of the use of the AccessiWay Systems and their incorporation into the Client's Web Site.
- Customer shall be solely responsible for the content appearing on Customer's Web Site and for its compliance with applicable regulations, including those relating to Web Site accessibility. Without derogation, Customer acknowledges that verification of Customer's Website's compliance with applicable regulations requires and requires the advice of specialized legal counsel; a service that is beyond the scope of the Technical Services offered by the Company.
- Notwithstanding the foregoing disclaimer and limitation of liability, in no event shall the Company be liable for, and the Client releases the Company from, any liability and/or obligation and/or request and/or claim arising prior to the completion of the process of rendering accessibility on the Client's Website using the AccessiWay Systems.
- In addition, and without derogating from the foregoing, Customer shall indemnify the Company for any amount that the Company incurs and/or is required to incur as a result of Customer's liability, such as attorneys' fees, commissions, and other costs, to the extent applicable, within 30 days of receipt of the Company's first written demand.
- The Customer agrees to incorporate the AccessiWay System into a staging or test website before installing the system on the Customer's Website and, only after verifying that there is no malfunction or damage caused to such website, to incorporate the AccessiWay Systems into the Customer's Website accessible to users.
- The AccessiWay Systems, based on software, hardware, and communication networks, are exposed to the inherent risks of such systems, including the risk of malicious software (viruses, Trojan horses, etc.), wiretapping, hacking, imitations, and other online systems and scams. The Company invests its efforts in the defense and prevention of these types of risks. However, it is not possible, and the Customer declares that he/she is aware of this, to guarantee and provide complete protection, and therefore there may be damages and/or losses incurred in the event that such risks are realized, including disclosure and/or damage to information provided and/or processed by AccessiWay Systems; corruption of instructions/requests; unauthorized actions on the account; interruptions in the operation of the AccessiWay Systems and/or their response time, including interruptions, partial operation and/or delayed execution of instructions/requests; unavailability of the AccessiWay Systems or Services, etc. , by virtue of such tortious interference by third parties.
- No conversation or correspondence with any employee or representative of the Company and/or other information provided by the Company shall be considered legal advice and the Client shall not claim otherwise.
- Intellectual Property
- The intellectual property rights, including copyrights and trademarks (if any) in the AccessiWay Systems or Services or any other content included in the AccessiWay Systems or Services ("Company IP") belong exclusively to the Company, or to the third party that has provided its consent/authorization to the Company to use them. The Customer, therefore, does not have the right to copy, distribute, publicly display, publicly perform, communicate to the public, modify, process, create derivatives, sell or lease any part of them, alone or in cooperation with third parties, in any manner or using any electronic, mechanical or optical means, using photographic or recording means, or through any other means, without the prior written consent of the Company and/or the other rights holders. This provision also applies with respect to any processing, modification or translation performed by the Company on content provided or made available by the Customer to AccessiWay Systems. For the avoidance of doubt and without derogating from the foregoing, the databases, software, codes, systems and applications, graphic files, multimedia and audio files, written works and other materials, including drawings and graphics, related in various ways to the Company's industrial property rights and copyrights, belong to the same Company that holds the exclusive rights and/or its licensors.
- If and to the extent consent is granted for the use of Company IP, Customer shall refrain from removing, deleting, or obscuring any notice or symbol relating to Company IP rights, such as copyright symbols (©) or trademarks (®) accompanying content used by Customer.
- Advertisers' trademarks and advertisements in the AccessiWay Systems are the sole property of such advertisers. Without derogating from the above prohibitions, no use of even these may be made without prior written consent.
- Upon purchase of a License, Customer gives its consent that the Company may make public and disclose - for both informational and promotional purposes - the fact that the Company has provided and/or is providing the Services to Customer and that the AccessiWay System is incorporated into Customer's Web Site. The Customer further acknowledges the Company's right to use, without territorial limitation (and thus worldwide) for marketing and advertising purposes of the Company, the name or business name and distinctive marks (including logos and domain name) of the Customer as it is or has been part of its customer portfolio.
- The provisions of this intellectual property clause shall apply notwithstanding the termination of the provision of the Services at the conclusion of the License period, for whatever reason it occurs.
- The provisions of this section do not derogate from the provisions of any law or the rights conferred on the Company by law.
- Termination of Services
The Company may, in its sole discretion and without prior notice, restrict or terminate a Customer's access to the AccessiWay Systems and Services and refuse to provide such access, in each of the following instances (subject to damages, if any, and any further remedy, initiative or action granted to the Company by law):
- if the Company is unable to verify and/or validate the information provided by a Customer or if the Company reasonably believes that the information provided by a Customer is incorrect or inaccurate, in either case after the Company has made reasonable efforts to communicate with a Customer without success;
- if the Company reasonably believes that a Customer's use of the AccessiWay Systems and/or Services may result in economic harm and/or fraud of any kind and/or raises concerns about it;
- if the Company reasonably believes that Customer's use of the AccessiWay Systems and/or Services is overloading its systems due to technical problems with the Customer's Website, or the Company's systems, or any other technical reason;
- If the Company reasonably believes that a Customer's actions may cause economic harm and/or cause liability of any nature for the Company to third parties.
- Applicable law and exclusive jurisdiction
Last modified: 01/02/2022
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