BY USING ANY OF THE SERVICES, YOU AGREE TO THESE TERMS AND AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT TO DO SO. IF YOU ARE USING THE SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND ASC AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE DO NOT USE THE SERVICES.
To the extent you have access to the Site, or are using any of ASC’s free, limited Services without paying ASC, such as any free, automated website scans, you will be hereinafter referred to as a “Participant” and your continued use of the Site and the limited Services provided to you as a Participant shall nonetheless be governed by these Terms. If you do not agree with the Terms hereof that are applicable to Participant users, you may not access any such Services.
If, however, you have paid monies to ASC for membership(s) and/or Services, you shall be referred to herein as a “Subscriber,” and you will be required to ‘check the box’ or take a similar action indicating your agreement to these Terms at the time you order such paid Services. Even if you are not asked or required to agree to these Terms, your continued use of the Site and/or the Services is nonetheless deemed to constitute your agreement that your use of the Site and any Services are still governed by these Terms.
Before accessing and using the Services, please read these Terms carefully because they constitute a legal agreement between ASC and you.
IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us first through good faith efforts, then mediation if such efforts are unsuccessful, then through ﬁnal and binding arbitration if mediation is not successful, on an individual basis and not as part of any class or representative action. Please see the sections entitled “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” and “Dispute Resolution” below for more information. IMPORTANT NOTE: These Terms contain provisions that limit our liability to you and require you to resolve any dispute with us first through good faith efforts, then mediation if such efforts are unsuccessful, then through ﬁnal and binding arbitration if mediation is not successful, on an individual basis and not as part of any class or representative action. Please see the sections entitled “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” and “Dispute Resolution” below for more information.
Changes to This Agreement. We may change the Terms at any time by notifying you of the change in writing or electronically (including without limitation, by email or by posting a notice on the Site or through the Services indicating that these Terms have been “updated” or words of similar import). By using the Services after changes are made to these Terms you signify that you agree to be bound by such changes.
Support. ASC will not provide any support to “Participants” and will provide limited support to “Subscribers” via email only during normal working hours (Eastern Time). Any additional support offered, including support plans that ASC may make available for purchase from time to time, will be billed in 30-minute increments.
Term. Cancellation and Renewal. These Terms shall remain in full force and effect while you use the Services. Your subscription will renew automatically until it is cancelled in accordance with this Section. You must cancel your subscription before it renews in order to avoid billing of subscription fees for the renewal term to your credit card. We may cancel your subscription at any time for any reason or no reason at all upon notice to you. You may cancel your subscription by contacting our Customer Center at firstname.lastname@example.org to request help.
WE RESERVE THE RIGHT TO CHANGE THE SERVICES AT ANY TIME WITHOUT NOTICE (INCLUDING BUT NOT LIMITED TO ADDING OR REMOVING FEATURES). IF YOU ARE DISSATISFIED WITH ANY SUCH CHANGES, OR IF YOU ARE OTHERWISE DISSATISFIED WITH THE SERVICES (INCLUDING BUT NOT LIMITED TO ITS PERFORMANCE OR AVAILABILITY), YOUR ONLY REMEDY WILL BE TO CEASE USING AND/OR, WHERE APPLICABLE, TO CANCEL YOUR SUBSCRIPTION.
Your Responsibilities. You may use the Services for lawful purposes only. You may not use the Services in any manner that could damage, disable, overburden or impair ASC’s servers or networks or interfere with any other party’s use and enjoyment of the Services. You may not attempt to gain unauthorized access to the Services, other users’ accounts or ASC’s computer systems or networks through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to encourage or allow any third party to):
copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Services;
remove any copyright, trademark or other proprietary rights notices contained in the Services;
use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Services;
rent, lease, lend, sell, sub-license, assign, distribute, publish, transfer or otherwise make available the Services, or any features or functionality of the Services, to any third party for any reason;
reformat or frame any portion of the Site that are part of the Services;
create more than one account by automated means or under false or fraudulent pretenses;
impersonate any person or misrepresent your identity;
transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features;
interfere with another user’s use of the Services;
collect or store personal data about any other user without his/her express prior written consent. ASC may terminate your access to the Services without notice for any violation of the above rules at any time in its sole discretion.
ASC may terminate your access to the Services without notice for any violation of the above rules at any time in its sole discretion.
Submissions. ASC may from time to time offer areas where you and other users can post or otherwise submit ratings, suggestions, ideas, notes, concepts or other information or materials to us regarding the Services (collectively, “Submissions”). By sending, posting or transmitting Submissions to ASC (and/or our designees) or any area of the Services, you grant ASC and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual, irrevocable right to use, reproduce, sub-license (through multiple tiers), distribute, create derivative works of, perform and import your Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, ASC has the automatic right to use your Submissions — including reproducing, disclosing, publishing or broadcasting your Submission — anywhere, anytime, in any medium and for any purpose. Under no circumstances are you entitled to payment if ASC uses one of your Submissions. All Submissions are deemed non-conﬁdential and non-proprietary.
You acknowledge and agree that ASC has the right (but not the obligation) to alter, remove or refuse to post or allow to be posted any Submission.
ASC TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY SUBMISSION POSTED BY YOU OR ANY THIRD PARTY.
ASC strongly encourages you not to disclose any personal information in your Submissions because other people can see and use the personal information in your Submissions. ASC is not responsible for information that you choose to communicate via Submissions.
Intellectual Property. The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the “Content”) available through the Services are our property or the property of our advertisers and licensors/contributors and are protected by copyright and other intellectual property laws. Unless you have our express, written consent, you may not use, sell, publish, distribute, retransmit or otherwise provide access to the Content received through the Services.
Right To Display the ASC Seal(s). If authorized, Subscribers and Participants may display the ASC Subscriber or Participant seal we provide to you for this purpose. If authorized, you agree to only place this seal on sites that are registered as a Subscriber or Participant with ASC Services. ASC shall have the right to discontinue the serving of the ASC seal at any time and for any reason. You are prohibited from using the ASC seal for any purpose not authorized by these Terms or for or on behalf of any other party or in connection with any domain name and/or organization name other than those being tested and/or scanned in connection with the Services that are enrolled and established under your account.
Claims of Copyright Infringement. We respond to notices of alleged infringement as required by the US Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated in or through the Services, please send your claim or notice of infringement to our DMCA agent at:
Attn: Legal – DMCA Notices
6400 Boynton Beach Blvd
Boynton Beach, FL 33474
Your notice must contain (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and the location on the Site of the allegedly infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Our DMCA Agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see http://www.copyright.gov/ for more information.
DISCLAIMERS OF WARRANTIES AND LIMITATIONS ON LIABILITY. YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT AND TOOLS AVAILABLE THROUGH THE SERVICES IS ON AN “AS-IS,” “AS AVAILABLE” BASIS. YOU UNDERSTAND THAT ASSESSING ACCESSIBILITY IS HIGHLY COMPLEX, SUBJECTIVE AND CHANGEABLE, AND AS SUCH, ACHIEVING ABSOLUTE OR TOTAL COMPLIANCE IS NOT POSSIBLE. ASC MAKES NO WARRANTY THAT THE SERVICES WILL FIND ALL ACCESSIBILITY CONCERNS IN YOUR WEBSITES, APPS OR SERVER(S), OR THAT THE SOLUTIONS SUGGESTED AND ADVICE PROVIDED IN ANY REPORT ASC MAY PROVIDE TO YOU FROM TIME TO TIME WILL BE COMPLETE OR ERROR-FREE. WHILE AUTOMATED TESTING SUCH AS THAT PROVIDED BY ASC (WHICH TYPICALLY CAN DETECT APPROXIMATELY 30% OF ACCESSIBLITY ISSUES) MAY BE A GOOD STARTING POINT IN YOUR EFFORTS TOWARD COMPLIANCE, MANUAL TESTING IS ALSO NECESSARY. THEREFORE, ASC STRONGLY RECOMMENDS THAT IN ADDITION TO ASC’S SERVICES, YOU REGUARLY ENGAGE IN BOTH MANUAL AND INTERNAL AUTOMATED TESTING OF YOUR WEBSITES, APPS AND SERVER(S) IN ORDER TO ASSURE THE HIGHEST POSSIBLE LEVEL OF ACCESSIBILITY, COMPLIANCE AND USABLITY. ASC DOES NOT GUARANTY ANY SPECIFIC LEVEL OF ACCESSIBILITY OR COMPLIANCE AND ASSUMES NO RESPONSIBILITY IN THE EVENT A CLAIM IS MADE AGAINST YOU BASED UPON OR ALLEGING A LACK OR FAILURE IN ACCESSIBILITY OR COMPLIANCE WITH APPLICABLE ACCESSIBILITY LAWS, REGULATIONS AND/OR STANDARDS WITH REGARD TO YOUR WEBSITES OR APPS. WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ASC AND ITS AFFILIATES AND ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, ADVERTISERS, CONTENT PROVIDERS AND LICENSORS (THE “ASC PARTIES”) WILL NOT BE HELD LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES OR SUCH CONTENT OR TOOLS FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE ASC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE ASC PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
WE ARE NOT PROVIDING LEGAL SERVICES OR ADVICE. ANY INFORMATION ON THE SITE RELATING TO THE LAW AND/OR HOW IT APPLIES TO YOU AND YOUR WEBSITES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY. PLEASE SEEK THE ADVICE OF A LICENSED ATTORNEY FOR ANY LEGAL ADVICE REGARDING ADA COMPLIANCE AND WEBSITE ACCESSIBILITY LAWS APPLICABLE TO YOU.
Indemnification. You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the “Related Parties”) harmless, and to defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys’ fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in these Terms; (iii) your violation of any rights of any third party; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. Notwithstanding the foregoing, your sole remedy for breach or alleged breach by us of these Terms is limited to your discontinuing your use of the Site and Services.
Class Action Waiver and Dispute Resolution. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ASC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ASC agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Notwithstanding applicable principles of conflicts of laws, these Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, and as to matters affecting copyrights, trademarks and patents, by applicable Florida and U.S. federal law. Those who use the Site and Services from other jurisdictions do so at their own risk and are responsible for compliance with local laws applicable to them.
In the event of any dispute arising out of, or relating to these Terms, you agree that the parties hereto shall seek to settle the dispute first via direct discussions between authorized principals. If a dispute cannot be settled amicably through such direct discussions within 30 days from commencement of such discussions, you agree that the parties shall first endeavor to settle the dispute via non-binding mediation. A mediator will be selected by voluntary agreement of both Parties, or in the event the parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of the American Arbitration Association. Each of the parties in such mediation shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation.
Any dispute that remains unresolved following mediation may be settled by final and binding arbitration in Palm Beach County, Florida, conducted in accordance with the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by these Terms. The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. ASC can also help put you in touch with the AAA.
Judgment on any award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. The arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. Notwithstanding the foregoing, arbitration hereunder may only be employed to resolve individual claims, and the arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated. In the event that the forgoing arbitration provision is held invalid or unenforceable, then any dispute with respect to these Terms shall be brought and heard in a court of appropriate subject matter jurisdiction located in Palm Beach County, Florida, applying the laws specified above. In such event, you consent to the in personam jurisdiction and venue of any such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, facsimile or by first class mail, and shall be deemed effectively given upon receipt.
Confidentiality. You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.
General. These Terms contain the final and entire agreement between us regarding your use of the Services and supersedes all previous and contemporaneous oral or written agreements regarding your use of the Services. We may discontinue or change the Services, or their availability to you, at any time. This agreement is personal to you, which means that you may not assign your rights or obligations under these Terms to anyone. No third party is a beneficiary of this agreement. You agree that this agreement, as well as any and all claims arising from this agreement will be governed by and construed in accordance with the laws of Florida without regard to any conflict or choice of law principles. For all litigation which may be brought (subject to the requirements above relating to direct discussions, mediation and arbitration), with respect to any controversy or claim, arising out of or relating to these Terms or any relationship between us, the sole jurisdiction and venue for such litigation will be an appropriate court located in Palm Beach County, Florida. Our failure to enforce any provision of these Terms or to respond to a breach by you or other parties of this agreement shall not in any way waive our rights to subsequently enforce any term or condition of this agreement. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.