Terms of Service - Siteimprove Accessibility Checker

Effective: February 20, 2017

PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION CLAUSE (SECTION 9). YOU AND SITEIMPROVE AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE SAC WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION.

  1. Acceptance of these Terms of Service: These Terms of Service (“TOS”) are entered between you (“You”) and Siteimprove A/S and its affiliates (collectively, “Siteimprove”). Your installation of the Siteimprove Accessibility Checker (“SAC”) is governed by a legal agreement between You and Siteimprove consisting solely of these TOS. You may not install or use the SAC if You do not accept these TOS. We may revise and update these TOS from time to time in our sole discretion. When these changes are made, Siteimprove will make a new copy of the TOS available at this location: https://siteimprove.com/en/legal/chrome-extension-tos/. Siteimprove will also post a notification on the SAC page in the Google Web Store, informing of the changes. The changes will become effective, and will be deemed accepted by You: (a) immediately for those who install the SAC after the notification is posted; or (b) for pre-existing users, 7 days after the posting of the notification if You continue to use the SAC.
  2. Ownership and License of the SAC: Siteimprove owns and shall remain the sole owner of all intellectual property rights vested in the SAC. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or know-how, whether registered or not. The right to use the SAC is worldwide, non-transferable, non-assignable and solely for Your internal business purposes on websites that You own or are expressly authorized to administer. You have no right to rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the SAC available to any third party. The SAC may not be: (a) modified, incorporated into or combined with other software, or created as a derivative work; (b) used to process any confidential information; (c) relied upon or cited as any certification of adherence to any professional standard or governmental regulatory requirements; or (d) used for any illegal purpose. You may not modify, disassemble, decompile or otherwise reverse engineer the SAC.
  3. Siteimprove Trademarks: The Siteimprove name, logo, and service names, designs and slogans are trademarks of Siteimprove. You may not use such marks without the prior written permission of Siteimprove.
  4. DISCLAIMER OF WARRANTIES: YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SAC IS AT YOUR SOLE RISK AND THAT THE SAC IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO ITS COMPLETENESS, CONFIDENTIALITY, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM ANY USE OF THE SAC. SITEIMPROVE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
  5. LIMITATION OF LIABILITY: YOU EXPRESSLY UNDERSTAND AND AGREE THAT SITEIMPROVE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS, SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR OTHER SPECIAL DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, LOSS OF DATA/CONTENT OR THE RESTORATION OF ANY OF THOSE ITEMS, WHETHER OR NOT SITEIMPROVE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
  6. Indemnification: You agree to defend, indemnify and hold harmless Siteimprove, its affiliates, and its and their respective officers, directors, employees, contractors, agents, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees, expenses, and costs) arising out of or relating to Your violation of these TOS or Your use of the SAC.
  7. Data Privacy: Details of Siteimprove’s privacy policy and data collected from the SAC can be found at this location: https://siteimprove.com/en/privacy/.
  8. Termination: These TOS will continue to apply for as long as You have the SAC installed. If You want to terminate these TOS, You must uninstall the SAC and cease Your use of the SAC. Siteimprove may terminate these TOS at any time if: (a) You have breached any term in these TOS; or (b) Siteimprove , in its sole discretion, chooses to no longer provide the SAC.
  9. Arbitration: PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH SITEIMPROVE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SITEIMPROVE.
    All disputes relating to these TOS shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, which shall designate a single arbitrator to hear the dispute. Any arbitrator appointed shall have significant experience in commercial software-as-a-service transactions. The seat and location of arbitration will be Copenhagen, Denmark and the arbitration will be conducted in English. The decision of the arbitral tribunal will be final and may not be appealed. Judgment on the arbitral award may be entered by any court or courts of competent jurisdiction including, but not limited to, any court that has jurisdiction over either of the parties or any of their assets. The arbitral tribunal may, in its discretion, award fees and costs as part of its award. You and Siteimprove waive any rights to go to court and have a trial in front of a judge or a jury. Rather, You and Siteimprove elect to have claims and disputes resolved by arbitration. In any litigation between You and Siteimprove over whether to vacate or enforce an arbitration award, You and Siteimprove waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.
    YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. If You do so, neither You nor Siteimprove can force the other to arbitrate. To opt-out, You must notify Siteimprove in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include Your name and address, and the email address You used to set up Your Siteimprove account (if You have one), and an unequivocal statement that You want to opt-out of this arbitration agreement. You must send Your opt-out notice to one of the following physical or email addresses: Siteimprove, Sankt Annæ Plads 28, DK-1250 Copenhagen, Denmark; legal@siteimprove.com
  10. General Terms: These TOS are binding upon and will inure to the benefit of the parties, their legal representatives, successors, and assigns. Except as otherwise expressly provided in these TOS, neither party may assign, transfer, convey or encumber these TOS or any rights granted in it, either voluntarily or by operation of law, without the prior written consent of the other party. Any attempt to do so is null and void. Notwithstanding the foregoing, Siteimprove shall have the right to assign these TOS to an affiliate or to a successor entity in the event of a merger, consolidation, transfer, sale, stock purchase, or public offering. All notices to Siteimprove should be sent to: legal@siteimprove.com. To the extent the parties are permitted under these Terms to initiate litigation in a court, these Terms will be governed by and construed in accordance with the laws of the Kingdom of Denmark, except for its conflicts of law rules and principles, and the courts of Denmark will have exclusive jurisdiction. The delay or failure of either party to exercise any right, power, or privilege under these TOS is not to be treated as a waiver of that right, power, or privilege. Any provision of these TOS that is prohibited or unenforceable in any jurisdiction is ineffective to the extent of that prohibition or unenforceability in that jurisdiction. The validity, enforceability, or legality of the remaining provisions will not be affected. These TOS constitute and express the entire agreement and understanding between You and Siteimprove with regard to the SAC. These TOS supersede any prior communications, understanding, commitments, or agreements, oral or written, with respect to the subject matter of the SAC. You are not relying on any representations or warranties other than those expressly listed in these TOS. The following obligations will survive any expiration of these TOS: 2, 3, 4, 5, 6, 9, and 10.