Accessibility Plugin Terms of Use
v. April 2025
This Accessibility Plugin Terms of Use ("Agreement") governs the delivery and availability of the Plugin, as defined below in section 1, and is entered into by and between Siteimprove A/S and its affiliates ("Siteimprove") and the entity you represent, or, if you do not designate an entity in connection with a Plugin installation, you individually ("You" or "Customer"). Siteimprove and Customer are each referred to herein as a "Party" and are collectively referred to herein as the "Parties."
BY ACCEPTING THIS AGREEMENT EITHER BY (1) INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT DURING THE DOWNLOAD PROCESS; OR (2) ACCESSING OR USING THE PLUGIN. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY.
1. Definitions
In the Agreement, terms with initial capital letters shall have the meanings ascribed to such terms in this Section 1 or elsewhere in this Agreement or attachments hereto:
"Affiliates" means any entity directly or indirectly controlling or controlled by, or in common control with a Party, where "control" is defined in this context as the ownership of at least fifty percent (50%) or more of the voting stock or other interest entitled to vote on general decisions reserved to stockholders, partners, or other owners of such entity;
"Confidential Information" means all information disclosed by one Party (the "Disclosing Party" to the other Party (the "Receiving Party") which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information does not include information that: (a) was in the public domain prior or subsequent to the time such portion was communicated to Receiving Party by Disclosing Party through no fault of Receiving Party; (b) was rightfully in Receiving Party’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated to Receiving Party by Disclosing Party; (c) was developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party; (d) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence; or (e) is approved by Disclosing Party for release by Receiving Party.
"Customer Data" means data provided to Siteimprove through the use of the Plugin;
"Documentation" means the documentation made available to the Customer by Siteimprove that refers to and governs the performance of the Plugin;
"Limits" means the 100 webpages;
"Non-Public Websites" means intranets, log-in-protected websites, staging websites, development website, or any other form of non-public websites;
"Plugin" means the Siteimprove Accessibility Plugin;
"Primary Contact Person" means the person accepting this Agreement and downloading the Plugin.
2. Use of Plugin
a. Right to Use. Siteimprove grants the Customer the right to use the Plugin on a worldwide, revocable, non-exclusive, non-perpetual and non-transferable basis. This right includes updates and new releases of the Plugin. The Customer must be the owner or authorized administrator of the website(s) on which the Plugin is used. The Customer has no right to retain or to use the Plugin after termination of this Agreement.
b. Limitations of Use. The Customer’s use of the Plugin is subject to the agreed Limits. Customer may not: (i) rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the Plugin available to any third party; (ii) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part the Plugin; (iii) remove or alter any trademark, logo, copyright or other proprietary notices, symbols, or labels in the Plugin; or (iv) use the Plugin for any illegal purpose.
c. For Non-Public Website Use. Any use of the Plugin on Non-Public Websites is subject to the obligations set out in this Section 2(c). For Siteimprove to allow the Plugin to be used on a Non-Public Website, Customer must ensure that there is an encrypted line for the secure transport of data between such Non-Public Website and Siteimprove. Customer must ensure that, to the extent necessary, or required by applicable laws, it has an appropriate legal basis for the processing of personal data for the purpose of the Plugin, and that it has the right to disclose any confidential information on the Non-Public Website. Except when expressly agreed, Customer represents and warrants that the information on the Non-Public Website is not subject to heightened regulations (e.g., HIPAA, or FERPA). Additionally, Customer must assign an account with non-administrative rights to the Non-Public Website when using the Plugin on any website behind log-in protection. In the event of any failure by Customer to adhere to the obligations set out in this section, Siteimprove may prohibit Customer’s use of the Plugin on Non-Public Websites. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT SITEIMPROVE AND ITS AFFILIATES, DIRECTORS AND EMPLOYEES SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES ARISING OUT OF OR DUE TO CUSTOMER’S USE OF THE PLUGIN IF SUCH USE IS IN BREACH OF CUSTOMER’S OBLIGATIONS IN THIS SECTION.
d. No Competitive Access. A direct competitor of Siteimprove may not access the Plugin except with Siteimprove's express prior written consent. Customer may not facilitate access to the Plugin to a direct competitor of Siteimprove except with Siteimprove's express prior written consent.
3. Term, Cancellation and Termination
a. Agreement Term. This Agreement shall remain in effect for as long as Customer continues to use the Plugin. In the event that the customer ceases to use and uninstalls the plugin, the terms will no longer apply, except for any provisions that expressly survive termination or cessation of use, including but not limited to those relating to liability, indemnification, and intellectual property.
b. Termination for breach. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect in the event of a material breach by the other party. Material breach shall include: (i) any violation of the terms of Section 2, 4, and 10(g)-(h), (ii) any other material breach that a party has failed to cure within fourteen (14) calendar days after receipt of written notice by the other party; (iii) an act of gross negligence or willful misconduct of a party; and (iv) the insolvency, liquidation or bankruptcy of a party.
c. Effect of Termination of Agreement. Upon and after the termination or expiration of the Agreement the Customer’s rights granted under the Agreement, as applicable, will immediately terminate and the Parties shall cease all activities hereunder.
4. Confidentiality
a. Nondisclosure Obligations. Receiving Party and its representatives will: (i) maintain in confidence any Confidential Information; (ii) use its best endeavors to protect Confidential Information in accordance with the same degree of care with which it protects its own Confidential Information; and (iii) solely disclose Confidential Information to its employees and representatives who need access for purposes consistent with this Agreement; and (iv) not disclose the other party's Confidential Information to any third party, except in response to a valid order by a court or other governmental body or as required by law. The receiving party will promptly give notice to the disclosing party of any disclosure of the other party’s Confidential Information.
b. Ownership and Return of Confidential Information. All Confidential Information of Disclosing Party will remain the property of Disclosing Party. Upon written request of Disclosing Party, Recipient shall destroy or return to Disclosing Party all Confidential Information. However, Receiving Party will not be required to erase any Confidential Information of the Disclosing Party stored electronically as part of an archival back-up system maintained in the ordinary course of business. In the event of disclosure of confidential information to a third party in default of the provisions of this Section 4, the defaulting party will use reasonable efforts to assist the Disclosing Party in recovering and preventing such third party from using, selling, disclosing or otherwise disposing of such confidential information. The obligations in this Section 4 shall survive the termination of this Agreement.
5. Privacy
a. Data Processing of Users and Customer Contacts. Siteimprove collects some general usage and log-in information about the users of Siteimprove’s services and other contact persons provided by Customer, such as the names and emails of the Siteimprove users, for internal necessary purposes such as customer identification, invoicing, support and notifications about Siteimprove products to Customer. A detailed description of how Siteimprove processes Customer’s data under this section is available at: https://siteimprove.com/en/privacy/privacy-policy/. In this regard, Siteimprove will be the data controller under GDPR and business under CCPA and the user acknowledges and agrees that general customer and user information will be collected for purposes mentioned in the Privacy Policy. Users have the right to access, correct, modify and erase any personal data provided to Siteimprove. To exercise these rights, contact privacy@siteimprove.com.
6. IPR and Data Ownership
a. Ownership. Siteimprove owns and shall remain the sole owner of all intellectual property vested in the Plugin created prior to or during the performance by the parties of this Agreement. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or knowhow, whether registered or not.
b. Customer Owned Data. All Customer Data is and shall remain Customer property. Siteimprove does not resell any Customer Data. To enable Siteimprove to provide Customer with the Plugin, and subject to this Agreement, Customer hereby grants to Siteimprove a non-exclusive right to use and process Customer Data provided by Customer solely in connection with Siteimprove's operation of the Plugin.
c. Aggregated Anonymous Data. Customer acknowledges and agrees that Siteimprove will have the right to obtain or generate and aggregate technical and other data about Customer’s use of the Plugin excluding any personally identifiable data with respect to Customer ("Aggregated Anonymous Data"). Siteimprove owns Aggregated Anonymous Data and may use this to analyze, improve, support and operate the Plugin and otherwise for any business purpose, during and after the term of this Agreement. For clarity, this Section 6(c) does not give Siteimprove the right to identify Customer as the source of any Aggregated Anonymous Data.
d. Feedback. Siteimprove shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable, assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Plugin or otherwise use any suggestions, enhancement requests, recommendations or other feedback received from Customer. Siteimprove also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or that were initiated due to such feedback.
7. Representations and Warranties
a. For Siteimprove. Siteimprove represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; and (ii) the Plugin will perform materially as described in the Documentation for the Term, provided that the Plugin is used in accordance with this Agreement, including on the specified domains. These representations and warranties are only for the benefit of Customer.
b. For Customer. Customer represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; and (ii) it has full and legal right or authorization to display, disclose, transfer, assign or convey the information set forth and accessible on the websites on which the Plugin will be administered.
c. Disclaimer. Except for the express representations and warranties listed in this Agreement, each party makes no representations or warranties of any kind, whether express or implied. No oral or written information or advice given by either party will create a representation or warranty. Specifically, Siteimprove makes no representations or warranties with regard to the use of the Plugin for the purpose of ensuring Customer's compliance with any laws or regulations. Neither party shall be held liable for failure or delay in performing an obligation under this Agreement to the extent such failure is due to circumstances that are beyond its reasonable control, including, but not limited to, order or measure of government, strike, blockade, natural disaster, act of war, terrorism, pandemic or internet service provider failure or delay.
8. Indemnification
a. By Customer. Customer will defend and indemnify Siteimprove and its Affiliates for all reasonable attorney’s fees incurred, damages and other costs awarded in a final judgment or amounts paid in a settlement consented to as further set forth in this Section 8 from and against all third-party claims, lawsuits, and demands arising out of an allegation regarding (i) Customer Data, or (ii) use of the Plugin by Customer in violation of this Agreement. Siteimprove shall promptly notify Customer of the claim and cooperate with the party in defending the claim. Customer will have full control and authority over the defense, except that: (i) any settlement requiring Siteimprove to admit liability or to pay any money will require Siteimprove's prior written consent, such consent not to be unreasonably withheld or delayed, and (ii) Siteimprove may join in the defense with its own counsel at its own expense.
9. Limitation of Liability
Each Party shall only be liable for direct damages. As such, each Party shall not be liable to the other Party for any indirect, special, incidental, or punitive damages, including, but not limited to, loss of data, loss of business or any other loss arising out of or resulting from a Party's performance under this Agreement, even if it has been advised of the possibility of such damages. EXCEPT WHERE EXCLUDED BY APPLICABLE LAW, A PARTY'S CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED (I) $50,000. HOWEVER, IN NO EVENT SHALL CUSTOMER BE ABLE TO CLAIM A LIMITATION ON ITS LIABILITY IN THE EVENT OF (I) ANY THIRD-PARTY IP INFRINGEMENT CLAIM; OR (II) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10. Miscellaneous
a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior communications, commitments, or agreements, oral or written, with respect to the subject matter of this Agreement. Any other standard or boilerplate terms and conditions included in any document provided by the Customer or an agent or partner to Customer (e.g., click-wrap agreements and purchase orders) are not to be considered agreed upon and will not be binding.
b. Modification of this Agreement. From time to time, Siteimprove may modify this Agreement by providing notice to Customer (including by posting such updates on the Plugin website). Unless otherwise specified by Siteimprove, changes become effective for Customer immediately. Siteimprove will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Continued use of the Plugin after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If the Customer objects to such changes, Customer must cease use of the Plugin and uninstall the Plugin.
c. Assignment. Except as otherwise expressly provided in this Agreement, neither Party may assign, transfer, convey or encumber this Agreement or any rights granted in them without the prior written consent of the other Party (such consent not to be unreasonably withheld). Notwithstanding the foregoing, a Party shall have the right to assign this Agreement to its Affiliates or to a successor entity in the event of a merger, consolidation, transfer, stock purchase, provided the assignee is subject to all obligations under this Agreement.
d. Nature of Relationship. The Parties agree the relationship created by this Agreement is that of an independent contractor. In performing all obligations and duties under this Agreement, the Parties shall be, and at all times is, acting and performing as independent contractors, and not as a partner, co-venturer, agent, or employee of the other Party, and nothing contained herein shall be construed to be inconsistent with this relationship or status, and is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party or to bind the other Party in any manner. Except for any materials, procedures, or subject matter agreed upon between Siteimprove and Customer, Siteimprove shall have complete control over the manner and method of performing this Agreement.
e. Insurance. During the term of this Agreement and for two (2) years thereafter, each party shall at all times keep in effect appropriate insurance policies, with financially sound and reputable insurers, covering any claims for damages which the other party may be entitled to under this Agreement or as required by statutory law.
f. Export Compliance. The Plugin and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Siteimprove and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit any user to access or use the Service in any capacity in a U.S.-embargoed country or region or for use in violation of any applicable export law or regulation (e.g., nuclear, chemical, or biological weapons proliferation, or missile-development purposes).
g. Anti-Corruption and Ethical Conduct. Each party represents that it has not received, been offered, or offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of its employees, affiliates or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. The parties and their employees are obliged to desist from any practice which may lead to penal liability due to crimes in violation of competition, fraud, guaranteeing advantages, acceptance of bribery or other corruption crimes. The parties shall: (i) comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption; (ii) have in place throughout the term of the Agreement policies and procedures to ensure compliance with anti-corruption regulation; (iii) promptly report to the other party if it receives any request or demand for any undue financial or other advantage of any kind received by Customer or any of it Affiliates; (v) ensure that all third parties associated with it who are delivering services or goods in connection with this Agreement comply with this Section 10(g).
h. Notices. Notices under this Agreement shall be in writing and shall be sent as certified mail, by a nationally recognized courier (with proof of delivery receipt or acknowledgment of receipt) to the address set out in this Agreement, or by e-mail. E-mail notices to Customer will be sent to the e-mail address of the Primary Contact Person. E-mail notices to Siteimprove must be sent to legal@siteimprove.com. The notice shall be deemed given on the date of receipt, or refusal of delivery, by the receiving Party.
11. Governing Law
For users located in the United States, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you consent to the personal jurisdiction of such courts.
For all other users, this Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Denmark.