This page includes the Terms of Use and the Privacy Policy*
Journey
Digital Strategies LLC TERMS OF USE
THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND Journey Digital Strategies LLC (“Umbrella Local”, “WE” OR “US”). THESE TERMS
EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE AS WELL AS ALL ASSOCIATED
SITES PROVIDED BY Umbrella Local, ITS SUBSIDIARIES, AND AFFILIATED
COMPANIES (COLLECTIVELY, THE “SITE”). BY USING THIS SITE OR REGISTERING TO USE
THE SERVICES OFFERED THROUGH THE SITE (“SERVICES”), YOU ARE AGREEING TO ALL THE
TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE
USE THIS SITE, ANY SERVICES OR ANY INFORMATION CONTAINED ON THIS SITE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION,
INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND
WITH RESPECT TO DISPUTES YOU MAY HAVE WITH Umbrella Local. YOU MAY OPT OUT
OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED
BELOW.
Changes
Umbrella Local may make changes to the content and Services offered on or through the Site at any time. Umbrella Local can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on this Site and, if you are a current Subscriber (as defined below), emailing you at the email address associated with your registered account. By using this Site after Umbrella Local has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site and Services.
General Use
By using this Site and/or Services, you represent, acknowledge and agree
that you are at least 18 years of age, or if you are under 18 years you may not
use the Site or Services at any time or in any manner or submit any information
to Umbrella Local or the Site.
Umbrella Local provides content on the Site and through the Services that is the copyrighted and/or trademarked work of Umbrella Local, Umbrella Local’s third-party licensors and suppliers, or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, videos, images, software, and other content.
Subject to your compliance with these Terms, Umbrella Local hereby
grants you a limited, personal, non-exclusive, and non-transferable license to
use and to display the Materials and to use this Site and Services solely for
your personal use. Except for the foregoing license, you have no other rights
in the Site or any Materials and you may not modify,
edit, copy, reproduce, create derivative works of, reverse engineer, alter,
enhance, or in any way exploit any of the Site, Services or Materials in any
manner.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any
downloaded or printed Materials.
Using the Site and the Services on the Site
You need not register with Umbrella Local to simply visit and
view the Site. However, in order to access certain password-restricted areas of
the Site and to use the Services and certain Materials offered on and through
the Site, you must register with Umbrella Local for an account and
receive a password.
Umbrella Local administrator shall have the right to approve or reject the requested registration, in the Company’s sole discretion. If your account is approved by Umbrella Local’s administrator, you will be notified and provided with Access Details such as username and password. The Access Details are for your own personal use only. You are responsible for maintaining the confidentiality of your Access Details and you are responsible for all activities that occur using your Access Details.
All
the information that you provide when registering for an account and otherwise
through the Site must be accurate, complete and up to date.
Subscriptions
By registering for an account with Umbrella Local and subscribing to
use the Services, you become a “Subscriber” with access to certain
password-restricted Services, Materials and areas of the Site (a
“Subscription”). Subscriptions and the rights and privileges provided to a
Subscriber are personal and non-transferable.
Discontinued Services
Certain Services sold by Umbrella Local may require Umbrella
Local to host certain elements of such Services and to provide ongoing
support services. Umbrella Local reserves the right, in its sole
discretion, to discontinue hosting, support and all other activities related to
such Services at any time following 12 months from your initial purchase of
such Services. Prior to such discontinuance, Umbrella Local will
provide you with at least 30 days prior notice. Such notice will be sent to the
email address associated with your account, so it is your responsibility to
update as necessary the email address associated with your account.
Notwithstanding the foregoing, Umbrella Local shall only be required
to provide such notice to users that have logged into the accounts associated
with the Service to be discontinued within the period of 90 days prior to the
date of notice of discontinuation. Upon discontinuation of a
Service, Umbrella Local may delete all databases associated with your
use of the Service.
Refunds
ALL PURCHASES OF SUBSCRIPTIONS, SERVICES AND OTHER PRODUCTS FROM Umbrella
Local ARE FINAL AND NO REFUNDS ARE AVAILABLE, UNLESS OTHERWISE EXPRESSLY
PROVIDED FOR ON OUR WEBSITE OR IF Umbrella Local CANCELS YOUR ORDER.
While Umbrella Local attempts to create the highest quality Services, the actual benefits realized by customers may vary depending upon a number of variables, including customer efforts and initiative. You agree not to initiate any charge-back on fees you have paid to Umbrella Local, unless you did not actually receive the Services that your ordered.
Cancellations
If you cancel your account or Service at any time, you will not receive any
refund. However, even if Umbrella Local's policy for a certain service
allows for a refund, if Umbrella Local determines that your purchase
was initiated with the intent of benefiting from the purchase and then
requesting a refund (which might be indicated by multiple refund requests),
then Umbrella Local may refuse to grant you a refund under such
circumstances.
Electronic and Other Communications
By using the Site and/or the Services, you consent to receiving electronic
and telephone communications from or on behalf of Umbrella Local. These
electronic communications may include notices about applicable fees and
charges, transactional information and other information concerning or related
to the Site and/or Services (including offers and information about new
Services). These electronic communications are part of your relationship
with Umbrella Local. You agree that any notices, agreements, disclosures
or other communications that we send you electronically will satisfy any legal
communication requirements, including that such communications be in writing.
Third Party Content
Certain Materials may be provided by third party licensors and suppliers
to Umbrella Local (“Third Party Content”). Such Third
Party Content is, in each case, the copyrighted work of the
creator/licensor. Unless you have permission from the owner of the Third Party Content, you agree to use such Third Party
Content pursuant to the applicable licenses of such Third Party Content. You
acknowledge and agree that you have no right to download, cache, reproduce,
modify, display (except as set forth in this paragraph), edit, alter or enhance
any of the Third Party Content in any manner unless
you have permission from the owner of the Third Party Content. Umbrella
Local DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND
CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO,
ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Links to Third Party Sites
This Site and/or the Services may be linked to other web sites that are
not Umbrella Local sites (collectively, “Third Party Sites”). In
certain situations, you may be transferred to a Third Party
Site through a link but it may appear that you are still on the Site or using
the Services. In any case, you acknowledge and agree that the Third Party Sites may have different privacy policies, terms
and conditions and/or user guides and business practices than Umbrella
Local, and you further acknowledge and agree that your use of such Third Party
Sites is governed by the applicable Third Party Web Site privacy policy, terms
and conditions and/or user guides. You hereby agree to comply with any and all
terms and conditions, users guides and privacy policies of any of Third Party Sites. Umbrella Local is providing
links to the Third Party Sites to you as a convenience, and Umbrella
Local does not verify, make any representations or take responsibility for
such Third Party Sites, including, without limitation, the truthfulness,
accuracy, quality or completeness of the content, services, links displayed
and/or any other activities conducted on or through such Third Party Sites.
Unless expressly stated on the Site or in the Services, links to Third Party
Sites should in no way be considered as or interpreted to be Umbrella
Local’s endorsement of such Third Party Site or any
product or service offered through it. YOU AGREE THAT Umbrella
Local WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE,
DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR
CONTENT AVAILABLE ON OR THROUGH ANY THIRD PARTY WEB SITES AND/OR THIRD-PARTY
DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES
OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR
RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD PARTY.
You agree to indemnify and hold Umbrella Local and its officers,
directors, employees, affiliates, agents, licensors, and business partners
harmless from and against any and all costs, damages, liabilities, and expenses
(including attorneys’ fees and costs of defense) Umbrella Local or
any other indemnified party suffers in relation to, arising from, or for the
purpose of avoiding, any claim or demand from a third-party that your use of
this Site or Services violates any applicable law or regulation, or the
copyrights, trademark rights or other rights of any third-party.
Proprietary Rights
Umbrella
Local and third party trademarks and service
marks may or may not be designated as such from time-to-time through the SM, TM
or ® symbols. All rights not expressly granted herein are reserved. Except as
otherwise required or limited by applicable law, any reproduction, distribution,
modification, re-transmission, or publication of any copyrighted material is
strictly prohibited without the express written consent of the copyright owner
or license.
Intellectual Property Infringement
Umbrella Local respects the intellectual property rights of others, and we ask you to do the same. Umbrella Local may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site or in the Services, please provide Umbrella Local’s designated agent the following information:
A
physical or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed.
Identification of the copyrighted and/or trademarked work claimed to have been
infringed, or, if multiple works at a single online site are covered by a
single notification, a representative list of such works at that site.
Identification of the material that is claimed to be infringing or to be the
subject of infringing activity and that is to be removed or access to which is
to be disabled at the Site, and information reasonably sufficient to
permit Umbrella Local to locate the material.
Information reasonably sufficient to permit Umbrella Local to contact
you as the complaining party, such as an address, telephone number, and, if
available, an electronic mail address at which you may be contacted.
A
statement that you have a good faith belief that use of the material in the
manner complained of is not authorized by the copyright and/or trademark owner,
its agent, or the law.
A statement that the information in the notification is accurate, and under
penalty of perjury, that you are authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
Umbrella
Local’s agent for notice of claims of copyright or trademark infringement can
be reached as follows: [Your Email]
Please also note that for copyright infringements under Section 512(f) of the
Copyright Act, any person who knowingly materially misrepresents that material
or activity is infringing may be subject to liability.
Submitting a Digital Millennium Copyright Act (“DMCA”) Counter-Notification
We will notify you that we have removed or disabled access to
copyright-protected material that you provided, if such removal is pursuant to
a valid DMCA take-down notice that we have received. If you receive such notice
from us, you may provide us with a counter-notification in writing
to Umbrella Local designated agent that includes all
of the following information:
1.
Your physical or electronic signature;
2. Identification of the material that has been removed or to which access has
been disabled, and the location at which the material appeared before it was
removed or access to it was disabled;
3. A statement from you under the penalty of perjury, that you have a good
faith belief that the material was removed or disabled as a result of a mistake
or misidentification of the material to be removed or disabled; and
4. Your name, physical address and telephone number, and a statement that you
consent to the jurisdiction of a court for the judicial district in which your
physical address is located, or if your physical address is outside of the
United States, for any judicial district in which Umbrella Local may
be located, and that you will accept service of process from the person who
provided notification of allegedly infringing material or an agent of such
person.
Termination of Repeat Infringers
Umbrella
Local reserves the right, in its sole discretion, to terminate the account
or access of any user of our Site and/or Services who is the subject or
repeated DMCA or other infringement notifications.
Disclaimer of Warranties
Your use of the Site and Services is at your own risk. The Materials have
not been verified or authenticated in whole or in part by Umbrella Local,
and they may include inaccuracies or typographical or other
errors. Umbrella Local does not warrant the accuracy of timeliness of
the Materials contained on this Site or obtained through the
Services. Umbrella Local has no liability for any errors or omissions
in the Materials, whether provided by Umbrella Local, our licensors or
suppliers or other users.
Umbrella Local, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICES, OR ANY MATERIALS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICES, AND MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE OR THROUGH THE SERVICES IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. Umbrella Local DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE AND/OR ANY SERVICE. YOU UNDERSTAND THAT Umbrella Local DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES. Umbrella Local MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS OR ENTITIES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR ANY SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OR CONDUCT BUSINESS OFFLINE OR IN PERSON.
Limitation of Liability
Umbrella Local SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE OR THE SERVICES. IN NO EVENT SHALL Umbrella Local BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF Umbrella Local KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
Local Laws. Umbrella Local accept Subscribers internationally. You are responsible to adhere to your applicable local laws where you live.
Feedback
If you send or transmit any communications, comments, questions, suggestions,
or related materials to Umbrella Local , whether by letter, email,
telephone, or otherwise (collectively, “Feedback”), suggesting or recommending
changes to the Site, any Services or Materials, including, without limitation,
new features or functionality relating thereto, all such Feedback is, and will
be treated as, non-confidential and non-proprietary. You hereby assign all
right, title, and interest in, and Umbrella Local is free to use,
without any attribution or compensation to you, any ideas, know-how, concepts,
techniques, or other intellectual property and proprietary rights contained in
the Feedback, whether or not patentable, for any purpose whatsoever, including
but not limited to, developing, manufacturing, having manufactured, licensing,
marketing, and selling, directly or indirectly, products and services using
such Feedback. You understand and agree that Umbrella Local is not
obligated to use, display, reproduce, or distribute any such ideas, know-how,
concepts, or techniques contained in the Feedback, and you have no right to
compel such use, display, reproduction, or distribution.
Dispute Resolution and Arbitration; Class Action Waiver
Please read this carefully. It affects your rights.
Most customer concerns can be resolved quickly and to a customer’s satisfaction
by contacting us via Your Email. This Provision facilitates the prompt and
efficient resolution of any disputes that may arise between you
and Umbrella Local. Arbitration is a form of private dispute resolution in
which persons with a dispute waive their rights to file a lawsuit, to proceed
in court and to a jury trial, and instead submit their disputes to a neutral
third person (or arbitrator) for a binding decision. You have the right to
opt-out of this Provision (as explained below), which means you would retain
your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you
and Umbrella Local shall be resolved by binding arbitration.
Arbitration replaces the right to go to court. In the absence of this
arbitration agreement, you may otherwise have a right or opportunity to bring
claims in a court, before a judge or jury, and/or to participate in or be
represented in a case filed in court by others (including, but not limited to,
class actions). Except as otherwise provided, entering into this agreement
constitutes a waiver of your right to litigate claims and all opportunity to be
heard by a judge or jury. There is no judge or jury in arbitration, and court
review of an arbitration award is limited. The arbitrator must follow this
agreement and can award the same damages and relief as a court (including
attorney’s fees).
For the purpose of this Provision, “THE COMPANY” means Umbrella
Local and its parents, subsidiaries, and affiliate companies, and each of
their respective officers, directors, employees, and agents. The term “Dispute”
means any dispute, claim, or controversy between you and THE COMPANY regarding
any aspect of your relationship with THE COMPANY, whether based in contract,
statute, regulation, ordinance, tort (including, but not limited to, fraud,
misrepresentation, fraudulent inducement, or negligence), or any other legal or
equitable theory, and includes the validity, enforceability or scope of this
Provision (with the exception of the enforceability of the Class Action Waiver
clause below). “Dispute” is to be given the broadest possible meaning that will
be enforced, and shall include any claims against
other parties relating to services or products provided or billed to you (such
as THE COMPANY’s licensors, suppliers, dealers or third-party vendors) whenever
you also assert claims against us in the same proceeding.
WE
EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED
ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST
OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING
ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution
For all Disputes, whether pursued in court or arbitration, you must first
give THE COMPANY an opportunity to resolve the Dispute. You must commence this
process by mailing written notification to Your Email. That written
notification must include (1) your name, (2) your address, (3) a written
description of your Claim, and (4) a description of the specific relief you
seek. If THE COMPANY does not resolve the Dispute within 45 days after it
receives your written notification, you may pursue your Dispute in arbitration.
You may pursue your Dispute in a court only under the circumstances described
below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or THE COMPANY may choose to pursue a
Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be
initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION
PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS
AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by
sending a written notification to Your Email. Your written notification must
include (1) your name, (2) your address, and (3) a clear statement that you do
not wish to resolve disputes with THE COMPANY through arbitration. Your
decision to opt-out of this Arbitration Provision will have no adverse effect
on your relationship with THE COMPANY. Any opt-out request received after the
Opt-Out Deadline will not be valid and you must pursue your Dispute in
arbitration or small claims court.
Arbitration Procedures
If this Provision applies and the Dispute is not resolved as provided above
(Pre-Arbitration Claim Resolution) either you or THE COMPANY may initiate
arbitration proceedings. The American Arbitration Association (“AAA”),
www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the
arbitration will be conducted before a single arbitrator. The arbitration shall
be commenced as an individual arbitration, and shall
in no event be commenced as a class arbitration. All issues shall be for the
arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s
Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes
involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply.
In either instance, the AAA’s Optional Rules For
Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by
calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive
Arbitration Rules & Procedures and the JAMS Recommended Arbitration
Discovery Protocols For Domestic, Commercial Cases
will apply. The JAMS rules are available at www.jamsadr.com or by
calling 1-800-352-5267. This Provision governs in the event it conflicts with
the applicable arbitration rules. Under no circumstances will class action
procedures or rules apply to the arbitration.
Because the Site, Services and these Terms concern interstate commerce, the
Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes.
However, the arbitrator will apply applicable substantive law consistent with
the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief
that would be available pursuant to applicable law, and will not have the power
to award relief to, against or for the benefit of any person who is not a party
to the proceeding. The arbitrator will make any award in writing but need not
provide a statement of reasons unless requested by a party. Such award will be
final and binding on the parties, except for any right of appeal provided by
the FAA, and may be entered in any court having jurisdiction over the parties
for purposes of enforcement.
Location of Arbitration – You or THE COMPANY may initiate arbitration in either
the State of Alabama or the federal judicial district that includes your
billing address. In the event that you select the federal judicial district
that includes your billing address, THE COMPANY may transfer the arbitration to
Alabama in the event that it agrees to pay any additional fees or costs you
incur as a result of the transfer, as determined by the arbitrator.
Payment of Arbitration Fees and Costs – THE COMPANY will pay all arbitration
filing fees and arbitrator’s costs and expenses upon your written request given
prior to the commencement of the arbitration. You are responsible for all
additional fees and costs that you incur in the arbitration, including, but not
limited to, attorneys or expert witnesses. Fees and costs may be awarded as
provided pursuant to applicable law. In addition to any rights to recover fees
and costs under applicable law, if you provide notice and negotiate in good
faith with THE COMPANY as provided in the section above titled “Pre-Arbitration
Claim Resolution” and the arbitrator concludes that you are the prevailing
party in the arbitration, you will be entitled to recover reasonable attorney’s
fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not
consolidate more than one person’s claims, and may not otherwise preside over
any form of a class or representative proceeding or claims (such as a class
action, consolidated action or private attorney general action) unless both you
and THE COMPANY specifically agree to do so following initiation of the
arbitration. If you choose to pursue your Dispute in court by opting out of the
Arbitration Provision, as specified above, this Class Action Waiver will not
apply to you. Neither you, nor any other user of the Site or Services can be a
class representative, class member, or otherwise participate in a class,
consolidated, or representative proceeding without having complied with the
opt-out requirements above.
Jury Waiver
You understand and agree that by entering into this Agreement you and THE
COMPANY are each waiving the right to a jury trial or a trial before a judge in
a public court. In the absence of this Provision, you and THE COMPANY might
otherwise have had a right or opportunity to bring Disputes in a court, before
a judge or jury, and/or to participate or be represented in a case filed in
court by others (including class actions). Except as otherwise provided below,
those rights are waived. Other rights that you would have if you went to court,
such as the right to appeal and to certain types of discovery, may be more
limited or may also be waived.
Severability
If any clause within this Provision (other than the Class Action Waiver clause
above) is found to be illegal or unenforceable, that clause will be severed
from this Provision, and the remainder of this Provision will be given full force
and effect. If the Class Action Waiver clause is found to be illegal or
unenforceable, this entire Provision will be unenforceable
and the Dispute will be decided by a court.
Continuation
This Provision shall survive the termination of your service with Umbrella
Local or its affiliates. Notwithstanding any provision in this Agreement
to the contrary, we agree that if Umbrella Local makes any change to
this Provision (other than a change to the Notice Address), you may reject any
such change and require Umbrella Local to adhere to the language in
this Provision if a dispute between us arises.
General
Umbrella Local prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Umbrella Local, may result in immediate termination of your access to the Site and/or Services without prior notice to you. The Federal Arbitration Act, Alabama state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or this Site will be heard in the courts located in the city and State of Alabama. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Umbrella Local’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Umbrella Local and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Umbrella Local about the Site and Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Contact Us
If you have any questions about these Terms or otherwise need to
contact Umbrella Local for any reason, please contact via Your Email
Privacy Policy
IN THIS PRIVACY POLICY (THE “Policy”) IS A LEGAL CONTRACT BETWEEN YOU AND Your
Agency Name. (“Umbrella Local”, “WE” OR “US”). THE Policy EXPLAINS HOW YOU ARE
PERMITTED TO USE THE WEBSITE AS WELL AS ALL ASSOCIATED SITES PROVIDED
BY Umbrella Local, ITS SUBSIDIARIES, AND AFFILIATED COMPANIES
(COLLECTIVELY, THE “SITE”). BY USING THIS SITE OR REGISTERING TO USE THE
SERVICES OFFERED THROUGH THE SITE (“SERVICES”), YOU ARE AGREEING TO ALL THE
TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE
USE THIS SITE, ANY SERVICES OR ANY INFORMATION CONTAINED ON THIS SITE.
Umbrella Local (“Umbrella Local”, “WE” OR “US”) value your privacy. In this Privacy Policy (“Policy”), we describe how we collect, use and disclose information that we obtain about visitors to our website AS WELL AS ALL ASSOCIATED SITES PROVIDED BY Umbrella Local, ITS SUBSIDIARIES, AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”).
By visiting the Site, or using any of our services, you agree that your
personal information will be handled as described in this Policy. Your use of
our Site or Services, and any dispute over privacy, is subject to this Policy
and our Terms Use, available HERE, including its applicable limitations on
damages and the resolution of disputes. Umbrella Local’s Terms of Use are
incorporated by reference into this Policy.
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
We may automatically collect the following information about your use of
our Site or Services through cookies and other technologies: your domain name;
your browser type and operating system; web pages you view; links you click;
your IP address; the length of time you visit our Site and or use our Services;
and the referring URL, or the webpage that led you to our Site. We may combine
this information with other personal information that we have collected from
you. Please see the section Our Use of Cookies and Other Tracking Mechanisms
below for more information about our use of cookies and other tracking
mechanisms.
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.
To Protect Us and Others. We also may disclose the information we collect from
you where we believe it is necessary to investigate, prevent or take action regarding illegal activities, suspected fraud,
situations involving potential threats to the safety of any person, violations
of our Terms of Use or this Policy, or as evidence in litigation in
which Umbrella Local is involved.
Aggregate and De-Identified Information. We may share aggregate or
de-identified information about users with third parties for marketing,
research or similar purposes.
Our Use of Cookies and Other Tracking Mechanisms
We use cookies and other tracking mechanisms to track information about
your use of our Site or Services. We may combine this information with other
personal information we collect from you.
Cookies. Cookies are alphanumeric identifiers that we transfer to your
computer’s hard drive through your web browser for record-keeping purposes. We
use cookies to allow our systems to uniquely identify you during a session or
while you are logged into the Site, in order to help us to process your online
transactions and requests, verify your identity, track aggregate and
statistical information about user activity, and display advertising both on
our Site and App and on third-party sites. Most web browsers automatically
accept cookies, but if you prefer, you can edit your browser options to block
them in the future. The Help portion of the toolbar on most browsers will tell
you how to prevent your computer from accepting new cookies, how to have the
browser notify you when you receive a new cookie, or how to disable cookies
altogether. Visitors to our Site who disable cookies will be able to browse
certain areas of the Site, but some features may not function.
Clear GIFs. 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. We use automated devices and applications,
such as Google Analytics, to evaluate usage of our Site and, to the extent
permitted, our Application. We also may use other
analytic means to evaluate our Services. We use these tools to help us improve
our Services, performance and user experiences, not to track users across our
Site and third party sites. These entities may use
cookies and other tracking technologies to perform their services. We do not
share your personal information with these third parties.
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
We may use third parties, such as network advertisers, to display
advertisements on our Site, as well as to display ads on third-party websites.
This enables us and these third parties to target advertisements by displaying
ads for products and services in which you might be interested. Third-party ad
networks and related services may use cookies, JavaScript, web beacons
(including clear GIFs), Flash LSOs, and other technologies to measure the
effectiveness of their ads and to personalize advertising content to you. These
third-party cookies and other technologies are governed by each third party’s
specific privacy policy, not this one. We may provide these third-party
advertisers with information about your usage of our Site and our Services. We
do not share your name, email address or other personal information with these
third parties, and we do not permit these third parties to use cookies and
other tracking technologies placed on our Site to automatically collect your personal
information.
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.
International Transfers
Umbrella Local has affiliates internationally. Your information may be stored and processed in the United States or any other country where Umbrella Local and/or it’s affiliates are located; by submitting your information though our website, you agree to such transfers.
Security
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
This Policy is effective as of the Effective Date above and is subject to
change. Any changes to this Policy will be posted on our Privacy Policy page on
this website.
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 Umbrella Local]. 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. CONSIDERATION
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. INDEMNIFICATION
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.
12. CONFIDENTIALITY
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.
15. MISCELLANEOUS
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 A
MAINTENANCE 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.
APPENDIX B
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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