The Information We Collect
We may collect information about you directly from you and from third parties (such as those that sell our products), as well as automatically through your use of our Site or Services.
Information We Collect Directly From You
Certain areas and features of our Site and Services may require registration. To register you must provide your name and email. If you purchase something, we will also request your credit, debit, and/or financial account data, as well as billing information, including billing address. In addition, we may collect information from you through surveys, contests and questionnaires that we may invite you to participate in. We may also collect information such as your phone number or other contact information, though you are not required to provide this.
Information We Collect Automatically
How We Use the Information We Collect
We use the information that we gather about you for the following purposes:
To provide our Services to you, to communicate with you about your use of our Services, to respond to your inquiries, to fulfill your orders, and for other customer service purposes.
To tailor the content and information that we may send or display to you, to offer location customization, and personalized help and instructions, and to otherwise personalize your experiences while using the Site or our Services.
To send you news and newsletters, special offers, and promotions; to otherwise contact you about products or information we think may interest you; and for other marketing and promotional purposes.
To better understand how users access and use our Site and Services, both on an aggregated and individualized basis, in order to improve our Site and Services and respond to user desires and preferences, and for other research and analytical purposes.
How We Share the Information We Collect
We may share the information that we collect about you, including personally identifiable information, as follows:
Affiliates. We may disclose the information we collect from you to our affiliated companies or subsidiaries; however, if we do so, their use and disclosure of your personally identifiable information will be subject to this Policy.
Service Providers. We may disclose the information we collect from you to third-party vendors, service providers, contractors or agents who perform functions on our behalf. If we do so, their use and disclosure of your personally identifiable information will be subject to this Policy.
Business Transfers. If we are acquired by or merged with another company, if substantially all of our assets are transferred to another company, or as part of a bankruptcy proceeding, we may transfer the information we have collected from you to the other company.
In Response to Legal Process. We also may disclose the information we collect from you in order to comply with the law, a judicial proceeding, court order, or other legal process, such as in response to a court order or a subpoena.
Aggregate and De-Identified Information. We may share aggregate or de-identified information about users with third parties for marketing, research or similar purposes.
Clear GIFs (a.k.a. web beacons, web bugs or pixel tags) are tiny graphics with a unique identifier, similar in function to cookies. In contrast to cookies, which are stored on your computer’s hard drive, clear GIFs are embedded invisibly on web pages. We may use clear GIFs, in connection with our Site to, among other things, track the activities of Site visitors and App users, help us manage content, and compile statistics about usage. We and our third party service providers also use clear GIFs in HTML e-mails to our customers, to help us track e-mail response rates, identify when our e-mails are viewed, and track whether our e-mails are forwarded.
Third Party Analytics and Tracking.
Notice for Users.
These cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. These cookies don’t collect information that identifies a visitor. All information these cookies collect is aggregated and therefore anonymous. It is only used to improve how a website works. By using our online service, you agree that we can place these types of cookies on your device.
Third-Party Ad Networks
What about Do-Not-Track options?
Currently, our Site does not honor browser requests not to be tracked. You may, however, opt out of many website third-party ad networks, including those operated by members of the Network Advertising Initiative (“NAI”) and the Digital Advertising Alliance (“DAA”). For more information regarding this practice by NAI members and DAA members, and your choices regarding having this information used by these companies, including how to opt out of third-party ad networks operated by NAI and DAA members, please visit their respective websites: www.networkadvertising.org/optout_nonppii.asp (NAI) and www.aboutads.info/choices (DAA).
Opting out of one or more NAI member or DAA member networks (many of which will be the same) only means that those members no longer will deliver targeted content or ads to you. It does not mean you will no longer receive any targeted content or ads on our Site or other websites. You may continue to receive advertisements, for example, based on the particular website that you are viewing. Also, if your browsers are configured to reject cookies when you visit this opt-out page, or you subsequently erase your cookies, use a different computer or change web browsers, your opt-out may no longer be effective. Additional information is available on the NAI and DAA websites accessible by the above links.
Your Choices about Communications and Marketing
We may send alerts and notifications, as well as periodic promotional informational or other marketing emails to you. You may opt out of marketing-related emails by following the opt-out instructions contained in any marketing e-mail we send you. Please note that it may take up to 10 business days for us to process opt-out requests. If you opt out of receiving marketing emails, we may still send you alerts, notifications and other e-mails about your account or any services you have requested or received from us.
MARKETINGAGENCY has affiliates internationally. Your information may be stored and processed in the United States or any other country where MARKETINGAGENCY and/or it’s affiliates are located; by submitting your information though our website, you agree to such transfers.
We have implemented commercially reasonable precautions to protect the information we collect from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Please be aware that despite our best efforts, no data security measures can guarantee 100% security. You should take steps to protect against unauthorized access to your password, phone, and computer by, among other things, signing off after using a shared computer, choosing a robust password that nobody else knows or can easily guess, and keeping your log-in and password private. We are not responsible for any lost, stolen, or compromised passwords or for any activity on your account via unauthorized password activity.
Changes to this Policy
Website accessibility solution User License Agreement
THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU, EITHER AS AN INDIVIDUAL, COMPANY OR OTHER LEGAL ENTITY ("You") and MarketingAgency]. AND ITS AFFILIATES AND ITS TECHNOLOGY PARTNERS (THE "COMPANY"PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING AND/OR USING COMPANY’S SOFTWARE. ANY USE OF COMPANY’S SOFTWARE INCLUDING ANY REVISIONS, MODIFICATIONS, ENHANCEMENTS, UPDATES AND/OR UPGRADES THERETO ("SOFTWARE", AS FURTHER DEFINED BELOW) SUPPLIED BY COMPANY AND/OR ITS AUTHORIZED RESELLERS, ARE AND SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, UNLESS YOU AND COMPANY HAVE EXECUTED A SEPARATE AGREEMENT IN WRITING, SIGNED BY BOTH YOU AND COMPANY WHICH EXPRESSLY SUPERSEDES THIS AGREEMENT. COMPANY AND YOU SHALL EACH BE REFERRED TO AS A "PARTY" AND, JOINTLY, AS THE "PARTIES".
BY DOWNLOADING AND/OR INSTALLING AND/OR OPERATING AND/OR OTHERWISE USING THE SOFTWARE, YOU ARE EXPRESSLY AND EXPLICITLY ACCEPTING THIS AGREEMENT AND AGREEING TO BE FULLY BOUND BY ALL OF ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THIS AGREEMENT OR ARE NOT WILLING TO BE BOUND BY IT, DO NOT DOWNLOAD, INSTALL, OPERATE AND/OR OTHERWISE USE THE SOFTWARE AND YOU MUST PROMPTLY UNINSTALL THE SOFTWARE, AND ANY PART THEREOF, FROM YOUR SYSTEM.
The Company offers a variety of plans under its services. For the purpose of this Agreement, the plans shall be divided into 2 types: (i) free plans (collectively- the "Free Plan"); and (ii) premium plans, including the enterprise plan (the "Premium Plans" and the "Enterprise Plan", respectively); Each plan has its own features and qualifications, all as further detailed in this Agreement.
1.LICENSE GRANT AND RESTRICTIONS
1.1 The Software. The commercial software products licensed to you hereunder are set forth in one of the following means: (a) in accordance with this Agreement; (b) if you purchased the Enterprise Plan, or any optional feature under any of the Premium Plans, in accordance with a purchase order executed between you and Company; or (c) if you purchased the Enterprise Plan, or any optional feature under any of the Premium Plans, in accordance with a purchase order executed between Company's authorized reseller (the "Reseller") and you (both purchase orders are collectively referred herein as the "Purchase Order"). Such software products, including any revisions, modifications, enhancements, updates and/or upgrades thereto (the "Software") are provided to you solely for the regular and standard purposes the Software is designed for, all in accordance with the terms set forth in this Agreement and the Purchase Order. The term "Software" also includes code, compilation of data, or visual display resulting from the operation of the Software, and any associated materials, equipment, systems, specifications and Documentation (as defined below).
1.2 License. Subject to the terms and conditions of this Agreement and the payment of fees set forth in this this Agreement or the Purchase Order, as the case may be ("Fees"), the Company hereby grants you (and your Affiliates, if applicable), and you accept, the following license
1.2.1. Subscription License: during the term specified in this Agreement, the Price List, or in the Purchase Order, a limited, non-exclusive, non-sublicensable, non-transferable and fully revocable license to install, operate and use the Software solely for your internal business purposes and for the number of facilities and/or domains that were set forth in your order form and/or in the relevant Purchase Order ("Subscription License").
1.2.2. The Software will be installed and used in accordance with the terms and conditions contained in this Agreement and in accordance with the Software's documentation and manuals for installation provided by the Company or its Reseller (the "Documentation"). All other rights in the Software are expressly reserved by the Company.
1.3. Prohibited Uses. Except as explicitly provided herein, without the prior written consent of the Company, you may not, nor permit anyone else to, directly or indirectly: (i) use, modify, revise, enhance, incorporate into or with other software, or create a derivative work of any part of the Software; (ii) sell, resell, license (or sub-license), lease, assign, transfer, pledge, or share your rights under this Agreement with or to anyone else; (iii) copy, distribute, publish or reproduce the Software; (iv) use or permit the Software to be use to perform services for third parties, whether on a service bureau or time sharing basis or otherwise; (v) disclose, publish or otherwise make publicly available the results of any benchmarking of the Software, or use such results for your own competing software development activities; (vi) disassemble, decompile, reverse engineer, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Software, except to the extent otherwise permitted under applicable law in the jurisdiction of use, notwithstanding this prohibition; (vii) remove or otherwise alter any of the Company's trademarks, logos, copyrights or other proprietary notices or indicia, if any, fixed or attached to the Software as delivered to you; (viii) ship, transfer or export the Software into any country, make available or use the Software in any manner which is in violation of applicable export control laws, restrictions or regulations; (ix) disclose, provide or otherwise make available trade secrets contained within the Software in any form to any third party; and/or (x) use the Software in violation of applicable laws, or in a manner which infringes third party rights (including without limitation, intellectual property or privacy rights).
1.4. Authorized Users. You may not allow access to the Software by third parties or anyone other than (i) your employees whose duties require such access or use; and (ii) your authorized consultants and subcontractors (excluding any direct competitors of the Company) while such access will be permitted only where such use is required as part of their performance of services on your behalf. You will ensure that your employees, consultants and subcontractors comply with the terms of this Agreement and shall bear full responsibility for any harm caused to the Company for breach of the terms of the license by your consultants or subcontractors.
2.COMPLIANCE WITH ACCESSIBILITY STANDARDS; SOFTWARE FEATURES
If you acquired the Enterprise Plan, which contains full implementation services from the Company, or purchased such full implementation services in addition to a license to use the accessibility solution under one of the Plans, then following the completion of such services by the Company, the following will apply:
2.1 Your website shall comply with the following accessibility standards: (i) WCAG 2.1 AA, (ii) European standard EN 301549; (iii) US Section 508 standards; and (iiii) Israeli standard IL 5568 at level AA (the "Standard").
2.2 The following features, inter alia, shall apply to the Software (the "Features"):
2.2.1. Compatibility with the following browsers: Edge, Safari, Chrome, Firefox.
2.2.2. Compatibility with use on websites constructed in HTML5, and without code errors when checking the browser console; you must ensure that no code takes control of the keyboard, and that no JS clashes are created on the website.
2.2.3. The Software only supports HTML tags and files.
2.2.4. CAPTCHA forms on your website must conform with the Standard and is under your responsibility.
2.2.5. The Software does not support SVG Flash or Canvas component.
2.2.6. The Software does not support third party component services such as Frame set, iframe virtual service representative, etc.
2.2.7. Only iframe components operating under the same domain as the website can be made accessible.
2.2.8. The Software does not support drag components.
2.2.9. The Company is not responsible for any HTML code that is not conforming to the Standard or not written in conformity with the W3C standard.
2.3 Notwithstanding the foregoing, the Company gives no guarantee that the Software shall at all times comply with the Standard. The Company shall take commercially reasonable efforts to meet the Standard requirements but under no circumstances does the Company give any warranty that all Standard requirements shall be met. Company shall have up to 60 business days to rectify any regulatory non-compliance issue from the day on which You provide Company with written notice regarding such non-compliance issue (the "Cure Period"). Without prejudice to other limitation of liability clauses in this Agreement, the Company shall not be liable for non-compliance issues which are resolved within the Cure Period, or which relate to matters which are in your of responsibility as set forth in Sec.
3.2 below. You are required to promptly notify the Company in writing of any non-compliance issues that You are made aware of.
For the avoidance of doubt, if you acquired the Free Plan and/or the Premium Plan and have not purchased such full implementation services in addition to a license to use the accessibility solution under one of the Plans, the Company does not commit that your website shall comply with the aforementioned Standards and Features.
3. SERVICES RELATED TO THE SOFTWARE
3.1 Unless indicated explicitly in a Purchase Order, this Agreement and/or its appendixes, the Company has no obligation to provide the following services: Software support and maintenance, Software delivery and installation, Software training or other professional services. The Purchase Order will indicate which services are provided by the Company or its Resellers.
3.2 If you acquired the Enterprise Plan and/or purchased services (such as implementation services) in addition to a license to use the accessibility solution under one of the Plans, then such services shall be provided to your designated website by the Company or by the relevant Reseller, as the case may be, subject to the following:
3.2.1. The website should be made to meet accessibility requirements in accordance with the website’s existing templates, and in accordance with relevant accessibility regulations. You will be notified of the completion of the process of making the website accessible by the appearance of a mark on the administration interface, pertaining to the website’s pages/templates made accessible.
3.2.2. Publishing an accessibility declaration and your organization’s accessibility arrangements is your sole responsibility, in accordance with relevant accessibility requirements.
3.2.3. Upon completion of the accessibility implementation work, 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 shall be solely responsible for the accessibility of any Changes to the Website, unless you acquired implementation services pertaining to such Changes to the Website.
3.2.4. You shall be, 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 acknowledges that Company or Reseller (if applicable) shall not be responsible for checking the Contents and/or their compliance with the law and/or for checking any accessibility certificates required for your website.
3.2.5. You may engage the services of an accessibility consultant or licensed service accessibility expert. Any accessibility reports by external consultants shall be 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.
5. TITLE AND OWNERSHIP
5.1 The Software and the Documentation are licensed and not sold. The Company and its licensors (if applicable) are and shall 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 shall be deemed non-confidential, and the Company shall have 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).
5.2 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.
6. REPRESENTATIONS AND WARRANTIES, EXCLUSIONS AND DISCLAIMERS
6.1 Company's Representations. 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, time-bombs, 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 shall take 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 shall not and will not apply to you in any manner.
6.2 Specific Exclusions. Without derogating from any general and/or specific exclusions of warranty set forth in this Agreement, no warranty and no liability shall be 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).
6.3 DISCLAIMERS. 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. LIMITATION OF LIABILITY
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 SHALL NOT BE LIABLE WHETHER UNDER CONTRACT, TORT OR OTHERWISE, TO YOU OR ANY THIRD PARTY 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 SHALL 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 SHALL BE 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.
8. THIRD PARTY SOFTWARE
The Software is based on software which is developed and owned by the Company and/or its licensors. The Software may use or include third party software, files and components that are subject to open source and third party license terms ("Third Party Components"). Your right to use such Third Party Components as part of, or in connection with the Software is subject to any applicable acknowledgements and license terms accompanying such Third Party Components contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and this Agreement, the licensing terms of the Third Party Components shall prevail in connection with the related Third Party Components. Such Third Party Components are provided on an "AS IS" basis without any warranty of any kind and shall be subject to any and all limitations and conditions required by such third parties. You hereby agree to such terms associated with the Third Party Components. Under no circumstances shall the Software or any portion thereof (except for the Third Party Components contained therein) be deemed "open source" or "publicly available" software.
9. CUSTOMER DATA
You hereby acknowledge that the Software may collect, use, store and transmit to Company technical and related information of your systems and computers including IP address, file hashes, browser type, operating system, application usage (including but not limited to successful installation and/or removal), software usage and peripheral hardware, that may be gathered periodically to facilitate the provision of the Software, Software updates, Software's support and other services provided to you, including online services.
10.1 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 shall promptly notify you of any such claim, complaint or lawsuit. You shall 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.
10.2 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 third party claim, action, suit or proceeding (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 a third party, provided, however, that such claim is found to be true by a competent court in a final, non-appealable court ruling.
10.3 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 third party claim, action, suit or proceeding (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.
10.4 You agree that: (i) you shall, 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 shall 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 shall not be unreasonably withheld or delayed; and (iii) the Company shall, at its own expense, be entitled to have the conduct of or settle all negotiations and litigation arising from any such claim and you shall, at Company's request and expense, give the Company all reasonable assistance in connection with those negotiations and such litigation.
10.5 The indemnification obligations set forth above shall be at all times limited to the Liability Cap.
10.6 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 shall have no obligation to indemnify you pursuant to Sections 10.2 and 10.3.
11. TERM AND TERMINATION
11.1 Agreement Term. 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").
11.2 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.
11.3 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.
11.4 Effect of Termination. 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, shall expire, and you shall no longer be 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 shall not be relieved of your duty to discharge in full all due sums owed to the Company under this Agreement, which sums shall become immediately due and payable on the date of termination of this Agreement or relevant Purchase Order.11.5 Survival. 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 shall take 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 a third party. Neither Party shall use or disclose 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 shall remain the sole and exclusive property of the disclosing Party. Neither Party shall have 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.
13. REFERENCE CUSTOMER
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.
14. RIGHT TO CHANGE THESE TERMS AND CONDITIONS
The company reserves its right to change any or all of the provisions of this Agreement unilaterally. The company shall inform 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 shall be 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 shall 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 shall not be 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 shall be reformed only to the maximum extent necessary to make it enforceable. This Agreement shall be 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, shall be 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 shall be 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.
APPENDIX AMAINTENANCE SERVICES
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 shall provide the following maintenance services during the term of your valid license (collectively, the "Maintenance Services"):
Maintenance and support services during business hours 09:00-17: 00 (GMT+2).
Maintenance services include telephone assistance, accessibility issues, and malfunctions reporting. Response is given by telephone and/or email. For this purpose, "malfunction" – material nonconformity of the Software with the description thereof contained in its accompanying documentation. Company shall make commercially reasonable efforts to operate the Software and/or system services properly and without any technical malfunctions or disruptions. However, interruptions and malfunctions in the operation of the Software and/or the system may sometimes exist, which are beyond the control of the Company and/or caused by improper use of the Software by you. You shall have no claim, demand or suit against the Company with respect to any such malfunction or interruption, including for any damage caused, directly or indirectly, by such interruptions or malfunctions. In addition, updates to the software or updated versions thereof, including enhancements and additions, shall be provided from time to time by the Company, at its discretion. The service shall be provided during Company regular working hours, excluding holidays.
Software upgrades for the duration of the license.
Maintenance services include version updates in accordance with changes in accessibility standards.
Provision of a professional opinion by an accessibility expert on our behalf in cases of exemption.
Response times for service call: Up to 7 working days. Response times for a severe service call: 24 hours.
Monitoring system to check accessibility of the site for discrepancies and gaps.
Ongoing operation of the website (after module implementation is complete) is solely your responsibility. In the case of adding new components/templates to the website, it is possible to get future accessibility services. Such services may be subject to additional fees.
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 shall have no obligation to provide you with such Maintenance Services.
GENERAL GUIDELINES FOR CUSTOMER TO MEET REGULATORY OBLIGATIONS
Please note: the following table is provided for your convenience only, and under any circumstances does not constitute any legal advice and/or otherwise.
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