TERMS OF SERVICE AGREEMENT
Last Updated: December 23, 2024
1. DEFINITIONS AND INTERPRETATION
1.1 Defined Terms. For purposes of this Agreement:
"Accessibility Standards" means (i) Web Content Accessibility Guidelines (WCAG) 2.1 Level AA success criteria, (ii) Section 508 of the Rehabilitation Act of 1973, as amended, and (iii) other applicable accessibility standards and regulations.
"Agreement" means these Terms of Service, together with any Order Forms and incorporated policies.
"Confidential Information" means all non-public information disclosed by either party, including but not limited to technical, marketing, financial, employee, planning, product concepts, customer lists, and business information.
"Customer Data" means all data, content, and information (including Personal Information) that is uploaded to or transmitted through the Services by You or Your Users.
"Documentation" means PriorityADA's user guides, handbooks, and other technical or operational documentation.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights worldwide.
"Order Form" means any ordering documents specifying the Services to be provided.
"Personal Information" means any information relating to an identified or identifiable natural person.
"Products" means PriorityADA's proprietary software solutions, including the AI-Widget, Free-Widget, and Scanner.
"Services" means the Products and related services provided by PriorityADA.
"User" means any individual who accesses or uses the Services under Your account.
2. SERVICES AND LICENSE GRANT
2.1 Service Provision. Subject to the terms and conditions of this Agreement, PriorityADA shall make the Services available to You pursuant to this Agreement and the applicable Order Forms.
2.2 License Grant. PriorityADA hereby grants You a limited, non-exclusive, non-transferable, non-sub-licensable license to:
(a) Install and use the Products solely on Your designated websites;
(b) Use the Documentation in connection with Your permitted use of the Services;
(c) Make a reasonable number of copies of the Documentation for internal use.
2.3 License Restrictions. You shall not:
(a) Modify, translate, or create derivative works of the Services;
(b) Reverse engineer, decompile, or disassemble the Services;
(c) Remove or alter any proprietary notices or labels;
(d) Access the Services to build competitive products;
(e) Use the Services beyond the scope of the license granted.
3. INTELLECTUAL PROPERTY
3.1 Ownership.
(a) PriorityADA and its licensors own all right, title, and interest in:
(i) The Services and Documentation;
(ii) All Intellectual Property Rights in the foregoing;
(iii) All improvements, enhancements, and derivative works thereof.
(b) You own all right, title, and interest in:
(i) Customer Data;
(ii) Your pre-existing Intellectual Property Rights;
(iii) Your trademarks and branding.
3.2 Feedback License. You grant PriorityADA a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback.
3.3 AI Training. You acknowledge and agree that PriorityADA may use anonymized Customer Data to:
(a) Train, tune, and improve its AI models;
(b) Enhance the Services;
(c) Develop new products and services.
4. DATA PROTECTION AND SECURITY
4.1 Compliance with Laws. Each party shall comply with:
(a) Arizona Data Security Breach law (A.R.S. § 18-552);
(b) The General Data Protection Regulation (GDPR), where applicable;
(c) The California Consumer Privacy Act (CCPA), where applicable;
(d) All other applicable data protection laws and regulations.
4.2 Security Measures. PriorityADA shall maintain appropriate administrative, physical, and technical safeguards including:
(a) Industry standard encryption at rest and in transit;
(b) Access controls and authentication requirements;
(c) Regular security assessments and penetration testing;
(d) Business continuity and disaster recovery plans.
4.3 Data Processing Agreement. The parties shall execute PriorityADA's standard Data Processing Agreement where required by applicable law.
5. ACCESSIBILITY COMPLIANCE
5.1 WCAG Conformance.
(a) PriorityADA's Products are designed to assist websites in achieving conformance with WCAG 2.1 Level AA success criteria.
(b) Implementation of the Products alone does not guarantee full compliance.
(c) Customer remains responsible for:
(i) Proper implementation and configuration;
(ii) Regular testing and monitoring;
(iii) Addressing accessibility issues outside the scope of the Products.
5.2 Remediation Services.
(a) PriorityADA shall provide remediation guidance through:
(i) Automated scanning reports;
(ii) Technical documentation;
(iii) Support services during specified hours.
(b) Response times for remediation support shall be:
(i) Critical issues: 24 hours
(ii) High priority: 48 hours
(iii) Standard issues: 5 business days
5.3 Compliance Limitations.
(a) PriorityADA does not warrant that:
(i) Use of the Services will prevent all accessibility claims;
(ii) All accessibility issues will be identified;
(iii) Automated remediation will be successful in all cases.
(b) Customer acknowledges that:
(i) Manual testing may be necessary;
(ii) Third-party content may require separate remediation;
(iii) Dynamic content poses unique challenges.
6. SUPPORT AND MAINTENANCE
6.1 Support Hours. Technical support is available:
(a) Monday through Friday
(b) 1:00 PM - 3:00 PM Eastern Time
(c) Via email support@priorityada.com
6.2 Service Levels.
(a) Target response times:
(i) Critical issues: 48 hours
(ii) High priority: 72 hours
(iii) Medium priority: 72 hours
(iv) Low priority: 72 hours
(b) Monthly uptime commitment: 99.9%
(c) Scheduled maintenance windows excluded
7. FEES AND PAYMENT
7.1 Fees. You shall pay all fees specified in Order Forms.
7.2 Payment Terms.
(a) All fees are quoted in U.S. dollars
(b) Due within 30 days of invoice date
(c) Late payments accrue interest at 1.5% per month
(d) All fees are non-refundable except as specified in Section 7.4
7.3 Taxes. Fees exclude all taxes, levies, or duties.
7.4 Refund Policy.
(a) 3-day cancellation period from subscription start
(b) Written notice required to support@priorityada.com
(c) Pro-rated refund for unused service period
8. TERM AND TERMINATION
8.1 Term. This Agreement commences on the Effective Date and continues until all subscriptions have expired or been terminated.
8.2 Auto-Renewal.
(a) Subscriptions automatically renew for additional periods equal to the expiring term
(b) Either party may prevent renewal by giving written notice at least 60 days before the end of the term
8.3 Termination for Cause. Either party may terminate this Agreement:
(a) Upon 30 days written notice of material breach if such breach remains uncured
(b) Immediately upon written notice if the other party becomes insolvent
8.4 Effect of Termination.
(a) All licenses terminate immediately
(b) You shall cease all use of the Services
(c) Each party shall return or destroy Confidential Information
(d) PriorityADA shall delete Customer Data within 30 days
9. REPRESENTATIONS AND WARRANTIES
9.1 Mutual Representations. Each party represents and warrants that:
(a) It has the legal power to enter into this Agreement
(b) It will comply with all applicable laws
(c) It has all necessary rights to grant the licenses herein
9.2 PriorityADA Warranties.
(a) Services will perform materially in accordance with Documentation
(b) Professional services will be performed in a professional manner
9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND PRIORITYADA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.
10. LIMITATION OF LIABILITY
10.1 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES.
10.2 Liability Cap. EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:
(a) AMOUNTS PAID OR PAYABLE IN THE 12 MONTHS PRECEDING THE INCIDENT
(b) $50,000
10.3 Exceptions. The above limitations shall not apply to:
(a) Breaches of confidentiality obligations
(b) Intellectual property infringement
(c) Gross negligence or willful misconduct
(d) Payment obligations
11. INDEMNIFICATION
11.1 PriorityADA Indemnification. PriorityADA shall defend and indemnify You against claims alleging:
(a) The Services infringe third-party Intellectual Property Rights
(b) Breach of data protection obligations
(c) Gross negligence or willful misconduct
11.2 Customer Indemnification. You shall defend and indemnify PriorityADA against claims arising from:
(a) Customer Data
(b) Breach of license restrictions
(c) Violation of applicable laws
11.3 Procedure. The indemnified party shall:
(a) Promptly notify the indemnifying party
(b) Allow the indemnifying party to control the defense
(c) Cooperate reasonably in the defense
12. DISPUTE RESOLUTION
12.1 Arbitration.
(a) All disputes shall be resolved by binding arbitration in Arizona
(b) Administered by the American Arbitration Association
(c) Under its Commercial Arbitration Rules
(d) Judgment may be entered in any court of competent jurisdiction
12.2 Class Action Waiver.
(a) All claims must be brought individually
(b) No class, consolidated, or representative actions
(c) No private attorney general actions
12.3 Exceptions. The following may be filed in court:
(a) Intellectual property claims
(b) Requests for injunctive relief
(c) Small claims under $10,000
13. GENERAL PROVISIONS
13.1 Governing Law. This Agreement is governed by Arizona law.
13.2 Force Majeure. Neither party shall be liable for delays caused by events beyond its reasonable control.
13.3 Assignment. Neither party may assign this Agreement without prior written consent, except to affiliates.
13.4 Severability. If any provision is held invalid, the remaining provisions shall remain in effect.
13.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties.
13.6 Amendments. PriorityADA may modify these Terms upon 30 days' notice.
14. CONTACT INFORMATION
PriorityADA, LLC
3550 N GOLDWATER BLVD
SCOTTSDALE, AZ 85251
Email: support@priorityada.com