Terms of Service

1. Acceptance of these terms

These Terms of Service (the "Terms") form a binding agreement between you ("Client" or "you") and AdaChecked Inc. ("AdaChecked," "we," "us," or "our") and govern your access to and use of our website, services, and any deliverables we provide (collectively, the "Service"). By accessing the website, signing an order form, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity, and "Client" refers to that entity.

2. The service

AdaChecked provides accessibility-related services, which may include website audits, prioritized recommendations, remediation assistance, ongoing monitoring, reports, and related deliverables. The specific services provided to you ("Order") are described in your subscription, statement of work, order form, or other written agreement entered into with us. In the event of a conflict between an Order and these Terms, the Order controls only as to the conflicting provision.

3. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent that you meet these requirements and that your use of the Service does not violate any applicable law or contract.

4. Account & access

You are responsible for: (a) the accuracy of all information you provide to us; (b) maintaining the confidentiality of any credentials we issue you or that you create; (c) all activity that occurs under your account; and (d) ensuring you have all rights and consents necessary for us to access and analyze the websites, content, and systems you submit. You agree to notify us promptly of any unauthorized access or use.

5. Acceptable use

You agree not to: (a) use the Service in violation of any law or third-party right; (b) submit any website, content, or system you do not have authority to submit; (c) reverse-engineer, copy, resell, or sublicense the Service; (d) attempt to gain unauthorized access to the Service or our systems; (e) interfere with or disrupt the Service; (f) use the Service to transmit malware, harassing, defamatory, or unlawful content; or (g) use the Service in any manner that could damage, disable, or impair our systems or other users' use of the Service. We may suspend or terminate your access for any violation of these Terms.

6. Fees & payment

You agree to pay all fees listed in your Order. Unless otherwise stated: fees are quoted in U.S. dollars; subscriptions automatically renew at the end of each billing cycle until cancelled; you authorize us (and our payment processor) to charge your payment method on a recurring basis; fees are non-refundable and prepaid amounts are not refundable except as required by law; you are responsible for all taxes other than taxes based on our net income. Late payments may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. We may suspend or terminate the Service if your account becomes past due.

We may change pricing or introduce new fees at any time. Changes apply to renewal periods following at least 30 days' notice (e.g., posting in your account or via email).

7. Intellectual property

As between you and us, we own and retain all right, title, and interest in and to the Service and all underlying technology, software, methodologies, know-how, templates, frameworks, and any improvements, derivatives, or modifications thereto, whether developed before or during the engagement (the "AdaChecked IP"). Subject to your compliance with these Terms and your Order, we grant you a limited, non-exclusive, non-transferable, revocable license to use deliverables we provide solely for your internal business purposes.

You may not (i) remove proprietary notices; (ii) use AdaChecked IP to build a competing product or service; or (iii) publicly distribute or resell deliverables without our prior written consent.

Feedback you provide is non-confidential, and you grant us a perpetual, royalty-free license to use it without restriction.

8. Client content & license to us

You retain ownership of the websites, content, code, and materials you submit to us ("Client Content"). You grant us a worldwide, royalty-free, non-exclusive license to access, copy, store, process, modify, and display Client Content solely as necessary to provide the Service and to enforce or defend these Terms. You represent and warrant that you have all rights necessary to grant this license and that Client Content does not infringe third-party rights or violate any law.

9. Scope & deliverables

The Service is provided strictly within the scope described in your Order. Anything outside that scope — including additional pages, additional sites, additional standards, or additional remediation work — is out of scope and may be billed separately. We do not commit to any specific outcome, score, ranking, or quantitative result. Estimated turnaround times are estimates only and not guarantees. Critical-issue prioritization, "priority response," and similar terms refer to internal ordering of work and do not constitute a service-level agreement unless an SLA is expressly stated in your Order.

10. No legal advice or compliance guarantee

We are not a law firm. We do not provide legal advice or legal services. Nothing we say, write, or deliver constitutes legal advice or creates an attorney-client relationship. You are solely responsible for determining your legal obligations under the Americans with Disabilities Act (ADA), the Web Content Accessibility Guidelines (WCAG), Section 508, EN 301 549, and any other applicable law or standard.

We do not guarantee compliance with any law, regulation, standard, or guideline, and we do not guarantee any specific legal outcome, including the avoidance of, defense of, or success in any complaint, demand letter, audit, lawsuit, claim, or settlement. Accessibility is an ongoing process; new content, third-party tools, browsers, assistive technologies, and law changes may introduce new issues. The Service reduces risk; it does not eliminate it.

Any reference on our website or in our materials to "demand-letter response," "priority handling," or similar phrases means that, on plans where applicable, cited issues are prioritized in our internal work queue and worked as part of your existing plan, subject to scope. They are not warranties, indemnities, insurance, or commitments to any specific outcome.

11. Disclaimer of warranties

12. Limitation of liability

13. Indemnification

You agree to indemnify, defend, and hold harmless AdaChecked and its affiliates, officers, directors, employees, contractors, and agents from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your Client Content; (c) your breach of these Terms or any representation, warranty, or covenant herein; (d) your violation of any law or third-party right; (e) any allegation that any website, content, or system you submitted infringes, misappropriates, or violates the rights of any third party; or (f) any complaint, demand letter, claim, action, audit, or proceeding alleging that your website, application, or business fails to meet any accessibility standard, regulation, or law. We may, at our option, control the defense of any matter for which you are required to indemnify us, and you agree to cooperate at your expense.

14. Term & termination

These Terms apply from the date you first access the Service and continue until terminated. We may suspend or terminate the Service or your access at any time, with or without cause, with or without notice, including for non-payment, breach of these Terms, or our discretion. You may cancel a subscription at the end of your then-current billing cycle by following the cancellation procedure stated in your account or Order. Termination does not entitle you to a refund of prepaid fees except as expressly stated in your Order. Sections that by their nature should survive termination — including IP, disclaimers, limitation of liability, indemnification, and dispute resolution — shall survive.

15. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information. Each party will protect the other's Confidential Information using at least the same care it uses to protect its own confidential information of like importance, but in any event no less than reasonable care, and will use it only to perform under these Terms. Confidential Information does not include information that is or becomes publicly available through no breach, was rightfully known prior to disclosure, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

16. Force majeure

Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, labor disputes, internet or telecommunications outages, hosting-provider failures, or third-party-service failures.

17. Disputes, arbitration, class waiver

Governing law. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules.

Informal resolution. Before filing a claim, the parties will attempt to resolve any dispute informally by contacting the other party in writing and conferring in good faith for at least sixty (60) days.

Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration is Wilmington, Delaware. The arbitrator may award any relief that a court could award, but only on an individual basis. Judgment on the award may be entered in any court of competent jurisdiction.

Class action waiver. You and AdaChecked agree that any dispute will be resolved on an individual basis only. You waive any right to participate in a class, collective, consolidated, or representative action against AdaChecked. If a court determines that this class-waiver provision is unenforceable as to a particular claim, that claim (and only that claim) will be severed and may proceed in court; the remaining claims will continue in arbitration.

Equitable relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or Confidential Information.

18. Changes to these terms

We may update these Terms at any time. The "Effective" date at the top reflects the most recent revision. Material changes will be communicated by posting the updated Terms on our website or, where required, by other reasonable means. Your continued use of the Service after the updated Terms become effective constitutes your acceptance of the changes. If you do not agree to the changes, you must stop using the Service.

19. General

Entire agreement. These Terms, together with your Order, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements.

Severability. If any provision is held unenforceable, the remaining provisions remain in full effect.

No waiver. Failure to enforce any right is not a waiver of that right.

Assignment. You may not assign these Terms without our prior written consent. We may assign or transfer these Terms freely, including in connection with a merger, acquisition, or sale of assets.

No agency. No agency, partnership, joint venture, or employment relationship is created by these Terms.

Third-party beneficiaries. There are no third-party beneficiaries to these Terms.

Notices. Notices to AdaChecked must be sent to the email address listed below. Notices to you may be sent to the email associated with your account.

Headings. Section headings are for convenience only and do not affect interpretation.

20. Contact

AdaChecked Inc. — Email: legal@adachecked.com