Terms and conditions

This legal agreement is between you and Equally.ai (“Company”, “our”, “we”, or “us”), and its affiliates that governs your access and use of Equally’s automated web accessibility solution (“Equally Solution”), the Equally website available here ( “Website”), Equally AI’s developer platform (“Flowy”), SLA and support (the “SLA”) accessibility remediation report (“Report”), Equally AI’s expert services (“Manual Services”), and any other software, features, products, content, and services that we may provide to you at any time (collectively, “Services”). By entering into these Terms and/or by accessing and using the Services, you grant us access, collection, use, and disclosure of your personal information as described in our Privacy Policy (“Privacy Policy”), which is incorporated into this Agreement by reference.

You may not use or access the Services if you do not agree to be bound by these Terms or if you do not have the legal authority to accept them on behalf of the entity you represent.

The following Terms apply to all users of the Services (each of whom will be referred to as "user" or "you"):

“Customer”: An individual or organization who purchases a license to use the Equally Solution (directly or indirectly via a Partner or Reseller), or who accesses or uses any other Equally Service.
“Partner”: any individual or entity that: (a) signed up and participates in the Company’s Partner Program, or (b) signed a separate Reseller Agreement with the Company (“Reseller Agreement”) for the purpose of distributing and selling licenses of the Equally Solution to Customer(s).
“End User”: any individual that accesses and uses the Website or uses one of the products offered on a Customer Website.

In the event that you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind that entity to these Terms, in which case the term "you" will refer to that entity. if you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service. By clicking a box indicating your acceptance of these Terms, you agree you have read and are bound by the terms of these Terms.

Anyone under the age of 18 should not use the Services. The Services are intended for individuals who are of the legal age to form legally binding contracts under applicable law.These Terms are void where prohibited by law, and access to and use of the Services is not permitted in such jurisdictions.You represent and warrant that you are at least 18 years old in order to use the Services.If you are under 18 years old, you cannot access or use any of the Services. In no circumstances are the Services available to any person or entity who have had their User Account (as defined below) temporarily or permanently deactivated, or any person or entity that seeks to use the Services in violation of these Terms.

Services

Services consist of providing information and software solutions for making your websites (“Customer Website”) accessible to users with disabilities based on the Web Content Accessibility Guidelines, version 2.1 ("WCAG") at the AA success criteria level and the Americans with Disabilities Act ("ADA" and together with the WCAG, "Standard").
Equally's solution is part of the "Software as a Service" ("SaaS") ecosystem and a license is required for its usage.
Flowy provides you with access to an all-in-one platform that guides you to improve accessibility in Customer Websites on your own. If you use Flowy, you acknowledge that you are solely responsible for your actions on the platform.
You may be able to access any of the following services if you are using the Manual Services:
1. If you are using Flowy, you may receive periodic reports that display the remediation suggestions for some pages on the Customer website.
2. SLA customers may receive priority response and technical support over other customers, via phone rather than email or chat. In no case does the aforesaid obligate the Company to provide a response or support services within a specific period of time.
3. If you are using Equally AI’s expert services (also “Manual Services”), our expert team shall assist you to manually incorporate accessibility through your dashboard.
Essentially, Equally is a two-part solution, one so the Customer Website can make UI and design-related adjustments, the other so the Standard can optimize the Customer Website for screen readers as well as for keyboard navigation.
You agree that the following items are not supported by the Equally Solution: (i) URL parameters are not treated as pages, files, and/or images and therefore if you have URLs that can only be accessed using URL parameters, you acknowledge and agree that the Equally Solution will not process them (i.e., they shall not be made accessible); (ii) documents, PPT, EXCEL, WORD, PDF, audio, video, SVG, embedded content; and (iii) Canvas, Flash. If you would like to make these types of files and content accessible on your Customer Website, we offer additional services that may suit your needs for an additional fee. Please contact us at support@equally.ai and we will be happy to assist you.
1. For more information on our document accessibility service, visit https://equally.ai/solutions/services/file
2. For more information about out media accessibility service, visit https://equally.ai/solutions/services/media
Customers, Partners, and Resellers are required to register for and create (or update) a personal user account (the “User Account”). If you register for a User Account, you will be required to provide us with personal information such as your full name, email address, and phone number, which will be used to create your User Account and to create a password. As the owner of your User Account, you are solely responsible for ensuring its confidentiality. You cannot give or share your login credentials with anyone else. In addition, you are solely responsible for all activities that take place under your User Account (including sub-User Accounts). including those of Your Personnel. The User agrees: (a) to provide and keep accurate, complete, and up-to-date information in their User Account, and (b) not to misrepresent their identity or provide false identity. Upon becoming aware that your User Account has been compromised, or if you have reason to believe that it has been compromised, you agree to notify us immediately. In addition, you represent and warrant that you will not transfer or assign your User Account to any third party, even temporarily.
If you access and use the Equally Solution or Flowy through a Partner or a Reseller, then to the extent there is any conflict between these Terms and the agreement entered into between you and that Partner or Reseller ("Reseller Agreement"), as between you and Company, these Terms shall prevail. The rights granted to you in the Reseller Agreement that are not included in these Terms apply only to your engagement with the applicable Partner or Reseller. The Company has no authority to redress or enforce such rights on your behalf, and you must instead seek these actions through the relevant Partner or Reseller.
When you use the Equally Solution and you wish to receive our assistance in defending against a third-party claim regarding the levels of accessibility of your Customer Website, you must provide us with written notice thereof and all reasonable information that may be required by us in order to assist you, including the following: demand/complaint letter you received and your correspondence with the third party that sent you the demand/complaint letter. We will use your information only to provide technical and professional assistance, not as legal services. We will review your information and provide you with relevant documentation demonstrating the accessibility features of the website you purchased a license for. On this basis, you acknowledge and agree that you must consult with your legal representation should you wish to use aforementioned documentation as part of your defense against a third-party claim.
If you use Flowy, you are not entitled to receive any technical or professional assistance from the Company in connection with any third-party claims, as Flowy is a platform that guides you to integrate accessibility on your own.
Installation of the Equally Solution on Customer Website does not ensure Customer will not receive letters regarding their non-compliance with the Standard. The Company is not responsible for the actions or activities of third parties who may send such letters to Customers.
It is possible that Company may at any time, at its sole discretion, update the Services, including bug fixes, patches, and other error corrections, as well as new features or modifications or discontinuations of existing ones (collectively, "Updates"). As a customer, you agree that the Company is not obligated to provide Updates or continue providing any particular features or functionality. By using the Services, you agree that all Updates will be deemed part of them and subject to the terms of these Terms. Multiple factors affect the Service's availability and functionality. We make no warranties or guarantees regarding the Services' operation and/or availability at all times, their security or that they are error-free or immune from unauthorized access. At our sole discretion, we reserve the right to change, improve, remove, correct, amend, improve, enhance, correct (or any part of the Services) without notice. Services and certain features available within them may also be dependent on the network you use as the content formats supported. If we make any material changes to the Services that you do not agree with, you are entitled to terminate these Terms.
The Equally Solution is not a legal service. Using the Equally Solution means that websites that use our technology will be accessible from a technical perspective for users with disabilities. The company does not offer legal advice or other legal services. To obtain advice on compliance of your Customer Website(s) with applicable law, rules, and regulations, including the Standard, you agree to contact your attorney. In regards to the Standard, you are solely responsible for all actions you take or do not take, and we expressly disclaim any and all liability.

Acceptable Use

You or Personnel of your business (or anyone acting for you) will not: (i) impersonate a person or entity, defame, abuse, harass, threaten, or otherwise violate anyone's rights, including privacy and intellectual property; (ii) disable, circumvent, remove, or otherwise violate any right management or security feature on intellectual property or other property; or protecting the Services or any part thereof; (iii) place the Equally Solution on any network that may be accessed by any third party; (iv) use the Services on or in connection with any website which is or promotes obscene, libelous, excessively profane, ethnically offensive, threatening, racist, infringing, excessively violent, gambling-related, or discriminatory, offensive, misleading or deceptive; (v) alter, edit, add to, copy, or extract any content from the Services or any part thereof, except as expressly permitted herein; (vi) interfere with or disrupt the Services, or attempt to gain access to any systems or networks connecting to the Services; (vii) violate these Terms or any applicable law or use the Services for any unlawful purpose; (viii) or try to build a substitute or similar product or service through use of the Services. (ix) perform actions that may damage, disable, overburden, or impair the Service in any way (x) send pre-litigation notices, “cease-and-desist” letters or other similar communication to a third party using the Services. Any User who violates the foregoing shall be subject to investigation and any appropriate action, including the termination or suspension of your User Account or access to the Services without prior notice, and/or reporting such activities to the authorities.

Intellectual Property; License

The Services, the technology and software underlying the Services or distributed in connection therewith (“Software”) and any Company content, information, graphics files, media, and audio files, materials, All Content, including designs and graphics (collectively, “Content”) and all Company products, systems, and applications, and all upgrades, modifications, corrections, and enhancements you make thereto (collectively, “Company IP”) belong to Company, its affiliates, and licensors, and Company, its affiliates, and licensors retain all rights, title, and interest therein. Except as specifically authorized herein, the Company's IP may not be used in any other way. The Company, its affiliates, and licensors shall benefit from all use of the Company's intellectual property. In terms of Company IP, all rights not expressly granted herein are reserved by Company, its affiliates, and licensees. As long as Company has not expressly authorized you to do so, you agree not to: (i) modify, use, adapt, frame, mirror, scrape, or create derivative works based on any of the Company's IP; (ii)distribute, lease, loan,rent, sell, assign, lease, sublicense, or otherwise transfer any right in the Company IP; or (iii) reverse engineer, disassemble, decompile, reverse assemble, or otherwise attempt to discover any source code or otherwise transfer any right in the Company IP.
The company name, logos, and service marks (collectively, the "Company Marks") are trademarks and service marks of the Company.Any implied licenses, estoppels, or other rights in Company Marks not explicitly granted in these Terms, will not be granted without our prior written permission every time.In the event that you use the Company Marks, you acknowledge that we own the Company Marks and all goodwill associated with them, and that the use of our Marks will not confer any additional right or interest in those Marks upon you, but will benefit us instead.In any way, you agree not to modify, alter or tamper with any proprietary marks, copyright notices, or other notices, or the Company Marks, that may be provided and/or displayed through the Services. All other company, product, and service names and logos displayed on the Services might be trademarks or service marks of their respective owners who may or may not endorse, be affiliated with, or be connected to Company.
You are hereby granted a limited, revocable, non-exclusive, non-sublicensable (unless otherwise agreed with us, in writing), non-transferable, and non-assignable (unless otherwise agreed with us, in writing) license by Company, during the term hereof (“License”), to access and to use the Services and the Content (as applicable), in each case exactly in accordance with these Terms and solely for your legitimate business use. Unless we have given you our prior written approval, you may not make commercial use of the Services or Content. The Services and Content may only be used in accordance with these Terms. You may have this License terminated immediately, without notice, if you breach these Terms. The Services and the Content are licensed to you, not sold. The Content and Services are not your property; you only have the right to access and use the content and services in accordance with these Terms. Accordingly, you acknowledge and agree that: (i) each Customer Website requires its own License; consequently, you may not use the same License on more than one Customer Website; and (ii) no License used on a Customer Website may be transferred to another site without our explicit written permission. The License(s) you use on your Customer Websites must be accurately listed in your User Account. In the event that you breach the provisions of Section 3, the company may suspend your access to the Equally Solution.
Subject to the provisions of these Terms, Customer hereby grants to Company a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free, fully paid, license during the term hereof to: (i) access and use the Customer Website solely as required to provide Customer with the Equally Solution; and (ii) translate, adapt and display the content of the License Website such that it will be available to Customer’ end users. All rights that are not expressly granted to us herein are reserved by the Customer. Company may not make any use of the Customer Website, in whole or in part, not expressly permitted hereunder. Unless Customer notifies Company otherwise in writing, Company may, and Customer hereby grants to Company the limited, non-exclusive, royalty-free and fully-paid up, non-transferable (except as set forth herein) right and license to, refer to Customer as one of Company’s customers and use its logo as part of such reference (including on the Website), provided that Company complies with any trademark usage requirements notified to it by Customer.

Fees & Payment

To access and use the Equally Solution or Flowy you must purchase a subscription through the Website (“Subscription”) unless otherwise agreed with us, in writing. The Equally Solution and Flowy are provided on a monthly or annual subscription basis, according to the subscription plan you chose, in accordance with the respective subscription plans available on the Website (“SubscriptionPlan” and “Subscription Period”, respectively).
In consideration of the provision of the Equally Solution or Flowy, you agree to pay us the applicable fees in accordance with your Subscription Plan (“Subscription Fees”). Subscription Fees are stated in U.S. dollars. We reserve the right, at our sole discretion, to update the Subscription Fees, at any time, and will notify you if such update may affect your existing Subscription Plan upon its renewal. Notwithstanding the foregoing, we reserve the right, at our sole discretion, with prior notice, to increase your Subscription Fees if your Customer Website has more than 100,000 monthly visits or otherwise.
The Company uses third-party payment processing service providers (each a “Payment Provider”) to process and collect payments hereunder. You acknowledge and agree that we may, at our sole discretion, change, add, or replace any Payment Provider at any time. You further agree to provide all information and execute any documents that shall be required by Company and/or any Payment Provider, at any time, to facilitate the payments hereunder.
In addition, you authorize us, either directly or through the Payment Provider(s), to charge the Subscription Fees via your selected payment method on the Website, upon its due date. Unless otherwise noted herein, the Subscription Fees are not refundable or cancelable.Should we be unable to collect the Subscription Fees owed by you, we may (but are not obligated to) retry to collect it at a later time, and/or suspend or cancel your access to the Equally Solution or to Flowy without notice.At our sole discretion, we reserve the right to update the payment methods available on the Website at any time.
Taxes (including sales taxes), levies, or duties, imposed on these Terms and the purchase of the Subscription hereunder (collectively "Taxes") are excluded from the subscription fee, except for Taxes imposed on our income. With respect to the Subscription Fees, you agree that no withholding taxes shall be applied and that, if any such taxes are applicable, they shall be paid by you apply under applicable law, you shall gross-up such taxes so that we shall receive a net amount equal to the amount we would have received had no such tax applied.
Upgrades to your Subscription Plan can be made via your User Account ("Subscription Upgrades"). Upon upgrading your Subscription, you will be billed the increased amount of Subscription Fees, at our then-current rates (available on the Website), either: (i) prorated for the remainder of the current Subscription Period, Or (ii) if the Subscription Period is restarted because of the Subscription Upgrade, you will be required to repay the difference between the old Subscription Fees and the new Subscription Fees based on the date when the Subscription Upgrade took place. You will also receive written notification from us if your Customer Website is not compatible with your purchased subscription plan.
You agree to provide us with accurate, complete, and up-to-date billing information, and you authorize us (either directly or through our affiliates, subsidiaries, or other third parties) the right to charge, request, and collect payment (or otherwise charge, refund, or take any other billing actions) from your payment method, and the right to make any inquiries we deem necessary to verify your designated financial information, to ensure prompt payment, including for the purpose of receiving updated payment details from your credit card company (e.g., updated expiry date or card number).
If you do not cancel your Subscription Plan prior to the end of the Subscription Period, your Subscription Plan will automatically renew upon the end of the then-applicable Subscription Period. This ensures that you will not experience any interruptions or losses of services.
Within 14 days of the date of the Subscription ("Refund Period"), if you cancel by delivering us written notice, we will refund to you the pro-rata portion of the Subscription Fees paid by you for the period following the effective date of the cancellation ("Refund"). We reserve the right to deduct a cancellation fee from the Refund, in accordance with applicable law, from the payment method you provided during the purchase of the Subscription. In order to cancel your Subscription, you must e-mail us at support@equally.ai, and include your full name, the domain name for which the termination is sought, and a copy of the transaction receipt. Following the Refund Period, the Subscription Fees are non-refundable and non-cancellable. If we find that a cancellation notice was given in bad faith, we reserve the right to reject your Refund request. Upon cancellation of this Agreement, all outstanding payment obligations shall become due and payable immediately for your unused Subscription Period.

Partners Program

This section of the Terms applies to you if you participate in the Company’s Partner Program (“Partner Program”).

The Partner Program is a commission-based program in which the Partner receives a commission from Company for each Referred Customer who purchases an Equally Solution or Flowy subscription in the first year, as set forth below. The term "Referred Customer" refers to a Customer who: (a) has never been a customer of Company, (b) subscribed to the Equally Solution only through the Partner's marketing efforts, (c) is associated with the Partner’s User Account, (d) has Equally integrated on their website. A Partner-referred customer who purchases and cancels a subscription to the Equally Solution or Flowy during the refund period is not considered a Referred Customer.
If you notify us that you wish to join the Partner Program via email, contact our support, or otherwise, you indicate that you agree to the Partner Program terms. Additionally, you hereby confirm that you are becoming a Partner for the purpose of carrying on business activity and not for any other purpose. Once you sign up for the Partner Program, we will review your application, and if it is approved, we will send you a confirmation e-mail. When you are added to the Partner Program, you will be entitled to receive a License to your main Customer Website, free of charge (i.e., without the need to purchase a Subscription), for as long as you are part of the Partner Program. We reserve the right to reject your participation in the Partner Program for any reason.
Commission; Payment Provisions. (a) As long as Partner complies with the provisions of this Partner Program and the Terms, the Company will pay Partner a commission of 20% from the net revenues generated by each client it refers after the Subscription Period begins, whether the Subscription Period is monthly or annual („Commission"). Upon reasonable notice to Partner, we reserve the right to update the Commission at any time and at our sole discretion. If the Partnership Program is updated in the future, the Partners' continued participation will constitute their acceptance of the revised Commission. (b) A Partner may choose to receive the Commission, or receive a discount for the same purchase. Specifically, a Partner can't receive both a Commission and a discount for the same referral. Instead, it has to choose which benefit it wishes to use at a time. (c) Partner is responsible for all applicable taxes that may arise from the Commissions, its activities in connection with the Partner Program, or its interaction with its Referred Customer(s). (d) To receive a Commission, Partner must: (i) provide accurate and current bank and payment information in their User Account; and (ii) inform the Company via its User Account that they wish to receive a commission. We use PayPal to make payouts to Partners. The PayPal User Agreement applies to a Partner’s receipt of such payouts and by becoming a partner, and registering your account, you give your full consent to it. To receive payouts from us, you will be directed to the PayPal platform, where you will be required to provide accurate and complete information about you and your business (which may include identification information, contact information and payment information). You authorize us to share such information and transaction information related to your payout with PayPal. (e) The Company will calculate referral commissions once each calendar month, after receiving payments from the Referred Customer(s) during the initial subscription period. (f) The Company pays the Commissions it owes to Partners once per calendar month (“Payment Period”) subject to receipt of an applicable invoice. (g) Despite anything herein to the contrary, Company shall not be liable for paying any commissions generated by any act that breaches the Partner Program's or the Terms.
Partner represents and warrants that they shall: (i) utilize their best efforts to ensure the Customers they refer to Company execute these Terms, (ii) ensure that each referred Customer complies with these Terms, and (iii) monitor its own performance, both directly and through any parties it engages on its behalf.
A Partner permitted by the Company to white-label ARIA and/or ARIA's reports shall adopt separate terms of use for ARIA and ARIA's reports ("Partner Terms of Use"). The Partner shall be fully responsible for (i) its customers' or Referred Customers' acceptance of the Partner Terms of Use, and (ii) any claims arising from using the white-labeled ARIA and/or ARIA's reports. The Company is not liable for any claims, losses, expenses, and/or damages incurred by Partner and/or any third party as a result of using white-labeled ARIA and/or ARIA's reports, and Partner agrees to indemnify Company for any costs and expenses incurred by the Company as a result of Partner's actions or omissions.
Partner will: (i) bear all costs and expenses incurred as part of its Partner Program activities, including marketing and promotion of the Services, (ii) to perform its obligations under this Partner Program in compliance with all applicable laws, rules, and regulations, including obtaining any licenses it needs to perform, and (iii) promptly inform the Company of any information it knows that could lead to an action, claim or liability of or against the Company.
Termination. (i) Partner or Company may terminate Partner’s participation in the Partner Program at any time, for any reason, effective immediately upon notice. (ii) If Partner breaches the terms of the Partner Program or the Terms, as determined by Company in its sole discretion, then The Company may either: (a) terminate the Partner’s participation in the Partner Program, (b) suspend the User Account of the Partner, and/or (c) terminate the Partner's access and use of the Services. (iii) Upon termination of Partner’s participation in the Partner Program: (a) Partner will cease using their applicable partner link immediately; and (b) Partner will lose all rights granted under the Partner Program; provided, however, that in the event of a termination without cause (unless otherwise determined by Company in its sole discretion) Partner shall be entitled to continue and receive Commissions for Referred Customers that made a Subscription up to and until the date of termination.
The Company may update the Partner Program's terms at any time, at its sole discretion, by posting an updated version of the Terms on the Website, and these updates to the Partner Program (and the Terms) are effective from the date of posting. If we wish, we can also change the Partner Program in its entirety or terminate it entirely. You will be notified via email or your User account if we materially update or replace the Partner Program terms. Partner's continued participation in the Partner Program following the updated Partner Program (and Terms) being posted on the Website constitutes Partner's agreement with, and acceptance of, the amended Partner Program. You can end your participation in the Partner Program if you do not agree to an update or replacement, by providing us with a written notice by email to support@equally.ai
If you subscribe to the Services pursuant to a Reseller Agreement, your access to and use of the Services are subject to us receiving from the applicable Partner or Reseller the payment for the applicable Subscription Fees that you have paid to the applicable Partner or Reseller. In accordance with our agreement with the relevant Partner or Reseller, we may bill the Subscription Fees directly to you; therefore, you shall pay those Subscription Fees directly to us.

Your Content and Data

You may submit and share content and information through the Services, such as feedback, data, comments, improvements, suggestions, questions, ideas, or other materials (collectively, "Your Content"). Your Content is solely your responsibility. All intellectual property rights and rights of publicity in and to Your Content are owned by you. This constitutes an irrevocable, perpetual, non-exclusive, royalty-free, transferable and sublicensable right for Company to use, copy, distribute, disseminate, prepare derivative works of, and display Your Content in any way we deem appropriate, including for commercial purposes or otherwise, at our sole discretion and without acknowledgment or compensation to you but in each case, we will not publish or share your personal information without your express prior written consent. You are solely responsible for the accuracy, quality, legality, and appropriateness of Your Content and the risk that is associated with its transmission.
You are aware that when you access or use the Services, or any part thereof, we may access, collect, and share certain Personal Information (as defined in the Privacy Policy) from, and/or about you as described in the Privacy Policy ("Your Data"). Review our Privacy Policy to learn more about how we protect Your Data. It is incorporated herein by reference.

Copyright Infringement

To notify us of alleged copyright violations on the Website, please send an email to support@equally.ai, or by mail at our address below, and include, at a minimum, the following information: where you located the allegedly infringing material, and your contact information (full name, email address). As soon as we receive your notice, we will take whatever action, at our sole discretion, we deem appropriate, including the removal of such content from the Website.

Technical Information

The Equally Solution works with the following operating systems and browsers: Chrome, Firefox, Safari, Microsoft Edge, Android, and iOS. The Equally Solution requires the Customer Website to be based on HTML files and tags (flash, OpenGL, and other non-HTML applications are not supported).
If Customer notifies Company in writing of any error or deviation from the Standard with respect to Equally Solution as provided hereunder, the Company will assist Customer in resolving such issues as they relate to Equally Solution to restore the Customer Website's compliance with the Standard. Customer acknowledges that in order to resolve any issues in a timely manner, the Company will require the Customer to provide a detailed description of the issues.
During normal business hours, the Company provides technical support via e-mail to Customers. Technical support services include help with operating the Equally Solution, fixing bugs and errors in the Equally Solution as implemented in the Customer Website, and managing financial and operational matters. Customer agrees to provide Company's support team with all applicable information and assistance as needed to resolve technical issues.
In compliance with industry reasonable standards and practices, the Company shall maintain appropriate administrative, physical, and technical safeguards to protect the security of the Services.
The customer acknowledges and agrees that: (i) as a security measure, in the event that more than 10,000 images and/or links are required to be deciphered per website, Equally Solution will block such exceeding requests, and (ii) Company will contact Customer requesting that Customer decipher all images/links on Customer Website. The Company will use reasonable commercial efforts to instruct Customer on how to decode such images/links. When Customer is unable or unwilling to implement Company's instructions, it may notify Company, in writing, that it wishes to terminate its agreement with Company, in which case Company will reimburse Customer, where applicable, for any period of time that has been paid for post-termination.
The Customer acknowledges that the installation of the Equally Solution must be made directly within the BODY, FOOTER, or HEAD HTML tag of the Customer Website and that the installation code must appear on the browser’s “view source-code” feature. The installation of the Equally Solution may be executed either by the use of (i) the installation code directly, (ii) a third-party script manager, or (iii) any other means, as long as such means meet the foregoing requirements. The customer acknowledges that any installation of the Equally Solution, which is not in accordance with the foregoing, may result in certain parts of the Equally Solution not functioning as intended.
The customer acknowledges that:

The Equally Solution may not work correctly on the Customer's Website due to geo-blocking. Geo-blocking is defined as: (i) preventing access to Customer Website from certain locations; (ii) redirecting the user to another website based on the user's location; and
In order for Equally solution to correct a certain functionality, it needs to encounter it repeatedly on different occasions, so if the Customer Website includes a feature that is very unique or uncommon, the Equally solution may not be able to fix it.

In order to use the Equally Solution, the Customer is required to verify: (i) that the Equally Solution is compatible with its needs and that the Customer Website, including its content management system, is maintained properly, that there are no JavaScript errors, HTML validation errors or invalid tags and/or other various errors that may be caused by the programming language that runs in its web browser; and (ii) the integrity of its Customer Website’s connectivity, and the server on which it The data is stored on the internet network and on the Customer's infrastructure (telephone, computer, and so on).
Equally will provide the Customer with tools and documentation to ensure that the Equally Solution is integrated correctly. Customer agrees to only integrate the Equally Solution into its Customer Website in accordance with such tools and documentation. After integrating the Equally Solution onto its Customer Website, Customer acknowledges and agrees that it is Customer's responsibility to (a) verify the functionality of the Equally Solution, and (b) ensure the integration is in accordance with Equally's tools and documentation. Should the Customer experience any issues with the implementation or with any content on its Customer Website, it must contact us via support@equally.ai and describe such issues and/or problems, and we will assist the Customer in resolving these issues.
It is the Customer's responsibility to first integrate the Equally Solution on a staging or testing website before integrating it on its Customer Website, and only after it has verified that such a site is free of errors and damages will it integrate it on its live Customer Website. The Equally Solution respects any manual accessibility work you have conducted on the Customer Website before using it, or any manual accessibility work you wish to conduct (or continue to conduct) after using it and therefore, the Customer acknowledges and agrees that the Equally Solution will not override any manual accessibility work conducted by Customer or anyone on its behalf on the Customer Website. Equally Solution will not correct or adjust any such manual accessibility adjustments, even if they are incorrect. Customer agrees to notify Equally in writing if it wishes the Equally Solution to override any previous manual accessibility adjustments made to its Customer Website.

Your Responsibilities

To the extent you use the Services, you represent and warrant that you comply with, adhere to the provisions set forth in these Terms, as well as all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to your use of the Services, including consumer and privacy laws.
It is your responsibility to ensure that: (a) you own or hold all the necessary licenses, rights, consents, and permissions regarding the Customer Website(s) and any content thereon, and (b) you undertake to maintain the Customer Website(s) and its systems and infrastructure.
It is your responsibility to ensure the Customer’s Website's accessibility features are appropriately reflected in Equally’s reports and it is your responsibility to verify the features that you have on the Customer Website.
The Company and you agree: (a) to notify each other immediately in the event of any actual, suspected, or potential security breach or improper use of the Services; and (b) not to engage in any activity or in a manner inconsistent with these Terms.

Disclaimer of Warranties

You use the services and the content at your own risk. Services and content are provided on a "as is" and "as available" basis. Subsequently, the company, its affiliates, and their respective agents, directors, deliverers, licensors, employees, and directors. All company parties (collectively, the "company parties") release any and all warranties, whether express, implied, statutory, or otherwise, including all implied warranties of title, merchantability, fitness for a particular purpose, title, and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage, or trade practice. In addition to the foregoing, company parties provide no warranty or undertaking, and makes no representation of any kind that the services and the content will meet your requirements, needs or preferences, or achieve any intended results, be compatible, uninterrupted, timely, secure, operate without interruption, the services will meet any performance standards, be error-free, or can or will be corrected if any errors or defects are found, or that the results that may be obtained from the use of the services will be complete, accurate, or work as intended.

Limitation of Liability

Additionally, you agree that the Company Parties will not be liable for indirect, incidental, special, consequential, exempt, punitive, or consequential damages, including damages for loss of goodwill, use, or data, or other intangible losses. (even if the company parties have been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability, or otherwise, resulting from (a) the use or the inability to use the services and/or the content; (b) these Terms; (c) unauthorized access to or alteration of your transmissions or data, or (d) any other matter relating to the services. at no time will the company parties' total liability to you exceed the amount you have paid the company in the last six (6) months, if at all, or fifty dollars ($50). accordingly, some of the above limitations set forth above may not apply to you or be enforceable with respect to you. if you are dissatisfied with any portion of the services or with these terms, your sole and exclusive remedy is to discontinue use of the services.

Indemnification

It is your obligation to defend, indemnify, and hold harmless the Company Parties from and against any and all losses, damages, expenses, rights, claims, actions, and injury (including death) you may suffer. fees (collectively, “Claim”), arising out of or relating to (i) your use of the Services, (ii) Customer Website(s), and (iii) your breach of these Terms or your violation of any applicable law, rule or regulation. Any such Claim will be notified to you by the Company. You agree to cooperate with any reasonable request assisting Company's defense of any Claim, and Company will have exclusive control and defense of any Claim. You may not settle or compromise any Claim without the Company's prior written consent.

Electronic Communications

You agree that: (a) You may receive communications from us about the Services, including your User Account, via email or via your User Account, and (b) these Terms, notices, disclosures, and other communications that we may provide to you electronically satisfy any legal requirement they would satisfy if they were in hard copy. Your non-waivable rights are not affected by this section. You will not be able to opt-out of receiving such service messages.

Term; Termination

Unless terminated in accordance herewith, these Terms shall remain in force and effect.
Termination of these Terms and the License is possible at any time, provided that you pay all applicable fees that are due to Company unless the termination occurs within the Refund Period. Your obligation to pay any Subscription Fees due to us up to and until the end of your then-current Subscription Period shall remain in full force and effect upon termination of these Terms and the License. Your obligation to pay Subscription Fees due to the Company for the period of your then-current Subscription Period will not be relieved by termination following the expiration of the Refund Period.
By providing you with a 30-day notice, we may terminate these Terms and the License at any time, for any reason. Following the effective date of termination of these Terms and the License, we will refund to you any prepaid Subscription Fees covering the remainder of your Subscription Period.
Either party may terminate these Terms and the License by written notice if (i) either party is in material breach of these Terms and such breach does not cure within 14 days of the written notice, or (ii) the other party fails to cure the breach within 14 days of the written notice. becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If we terminate these Terms and the License according to Section 4(i), you will remain liable for all Subscription Fees due and payable to us until the end of your then-current Subscription Period. You will not be relieved of your obligation to pay any Subscription Fees due to the Company for the period of your then-current Subscription Period upon termination.
The following exceptions will not apply in the case that we, or any third party, at any time and without notice, decide that you or any third party: (a) use the Services in a way that poses a security risk, that may harm us or any third party, or that may impose liability on us or any third party; or (b) violate any provision of these Terms. In addition to the foregoing suspension rights, we may have other remedies available to us in accordance with these Terms and/or applicable law.
After the termination of these Terms: (a) all rights and licenses granted hereunder shall immediately cease, and you shall cease using the Services, including your User Account; and (b) if applicable, you will remove the Equally Solution from your Customer Websites.
In the event of termination of these Terms, you will remain liable to pay any fees due and will not be entitled to a refund. This Agreement will survive termination for all provisions which must survive by their nature, as well as any accrued rights related to payments.  Unless otherwise stated, the termination of these Terms in part or in whole will not restrict either party's right to pursue any other remedy available to it, nor will it relieve you of your obligation to pay any fees that are due and owing to Company under these Terms through the effective date of termination. If these Terms are terminated in accordance with their terms, neither party will be liable for any damages.

Modifications

Any changes, modifications, additions, or deletions to these Terms are at the Company's discretion. Non-material changes are effective immediately upon posting on the Website and apply to subsequent access to and use of the Services. If we make material updates to these Terms that would negatively impact your rights or increase your obligations hereunder, we will notify you of the change via the Services or by e-mail to the e-mail address associated with your User Account, or in any other similar manner. You can terminate these Terms by closing your User Account if you do not agree with the changes. You accept and agree to the updated Terms by accessing or using the Services after receiving a notice updating these Terms. The most current version of these Terms will appear on the Website under the “Terms and Conditions”.

Miscellaneous

The Terms and the Privacy Policy constitute the entire agreement between you and the Company regarding your access to and use of the Services and the Content, and supersede and replace any prior agreements between you and the Company. When you use Third-Party Services, Third-Party Content, or Third-Party Software, you may also be subject to additional terms and conditions. These Terms will be governed by the laws of Israel without regard to its conflict of law provisions. Any action or proceeding arising from or relating to these Terms may only be brought in the courts located in Israel and each party irrevocably submits to such exclusive jurisdiction and venue. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The failure of the Company to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is held invalid by a court of competent jurisdiction, the parties nonetheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and all other provisions of these Terms will remain in full force and effect. If there is any claim or action arising from or relating to the Services, or these Terms, you must file it within one (1) year after such claim or cause of action arose or be forever barred. In judicial or administrative proceedings based on or related to these Terms, a printed copy of these Terms and any notice given in electronic form will be admissible to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Without Company’s prior written consent, you may not assign these Terms. However, Company may assign or transfer these Terms, in whole or in part, without restriction. Titles of sections in these Terms are for convenience only and have no legal or contractual effect. When used in these Terms, the words "include" and "including," and variations thereof, will not be deemed to be limitations, but will rather be followed by the words "without limitation." Notices to you may be made via either email or regular mail. Additionally, the Company may provide notices of changes to these Terms or other matters by displaying notices or links to them generally on the website. The Company will not be in default under this agreement for any failure or delay in the performance of its obligations caused by, riot, natural disaster, epidemic, hostilities, civil disturbances war, terrorist attack, embargo, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Company’s reasonable control. The Services are made available to the Israeli government with “RESTRICTED RIGHTS.”

Contact Us

If you have any questions or concerns about these Terms or the Services, please contact us via email at support@equally.ai