Master Subscription Agreement (MSA)

Last Updated: March 7, 2025

This Master Subscription Agreement (“Agreement”) governs the access and use of services provided by Level Access Inc. (“Company,” “we,” “us,” or “our”) and is entered into by and between Company and the entity or individual identified in an applicable Order Form (“Customer,” “you,” or “your”). This Agreement, together with any Order Forms, Statements of Work (SOWs), and addenda, constitutes the entire agreement between the parties regarding the provision of Subscription Services and Professional Services (collectively “the Services”). If You register for the Services through the Website, acceptance of this Agreement is confirmed by checking the box indicating agreement to these terms during the signup process.

1. Definitions

As used in the Agreement:

1.1 “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with Customer. “Control,” for purposes of this definition, means (a) direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, or (b) the ability of an entity to control the decision-making of the other entity through an agreement or other arrangement.

1.2 “Authorized User” means an employee, consultant, contractor, agent, or other third party that Customer has expressly authorized to access or use the Subscription Service, Developer Tools, or Services under this Agreement in connection with Customer’s business operations. The number of Authorized Users shall not exceed the limit specified in the applicable Order Form.

1.3 “Confidential Information” means any business or technical information disclosed by one party to the other party, including Customer Data, provided that it is identified as confidential at the time of disclosure or that under the circumstances, a person exercising reasonable business judgment would understand it to be confidential or proprietary.

1.4 “Customer”, “you”, or “yours” means the company, business, individual, organization, or other legal entity identified in an Order Form.

1.5 “Customer Content” means any technical or other information, data, and other content related to your websites, mobile applications, or other similar systems or materials that are collected, submitted or otherwise transmitted by or on behalf of you pursuant to the Agreement.

1.6 “Developer Tool” means an application programming interface, software development kit, or a similar set of development tools offered by or through us and ordered by you under an Order Form for a specified term length.

1.7 “Documentation” means any related technical or non-technical manuals, reference manuals, best practices or standards, instructions, or other documents or materials provided or made available by Level Access to Customer, including such materials that describe the functionality, components, features, or requirements of a Subscription Service, a Developer Tool, or our Services.

1.8 “Feedback” means any feedback, ideas, enhancement requests, recommendations, or suggestions regarding our Technology that you or others acting under the rights granted herein provide to us. For such Feedback, you agree that: (a) we are not under any confidentiality obligation as to the Feedback, (b) we may use or disclose (or choose not to use or disclose) your Feedback for any purpose and in any manner, (c) we own the Feedback, and (d) to the extent required by applicable law, you grant to us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such Feedback for any purpose without any obligation or compensation to you.

1.9 “Harmful Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

1.10 “Intellectual Property Right” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

1.11 “Level Access®”, “we”, “us”, or “our” means Level Access, Inc., 1310 N Courthouse Rd., Suite 860, Arlington, VA 22201 and includes Level Access Inc. and its services, including those provided under the eSSENTIAL ACCESSIBILITY® and UserWay® trademarks and brands.

1.12 “Non-Level Access Product” means any applications, products, software, websites, intranets, or other solutions not owned by Level Access that link, interoperate, or interface with the Technology, including, any applications, products, software, websites, intranets, or other solutions provided by Customer.

1.13 “Permitted Use” means Customer or its Authorized Users’ access, installation, and use of the Technology for the analyzing and remediating Non-Level Access Products utilized by Customer for its internal business purposes. For clarity, the Permitted Use does not include any uses that are restricted or otherwise not permitted under the Agreement.

1.14 “Professional Service” means professional services offered by or through Level Access and ordered by you under an Order Form, including website or mobile application testing, audit, or analysis; software or mobile application design, development, or programming; web form auditing and remediation; and support and maintenance services related to the above, in-person or online training services, and consulting pertaining to best practices and compliance regarding web content accessibility.

1.15 “Subscription Service” means one or more subscription-based, online, web-based software or mobile applications offered by or through us (including upgrades and updates thereto made commercially available by Level Access to similar customers at no cost) and ordered by you under an Order Form.

1.16 “Technology” means the Developer Tools, Documentation, Professional Services, Subscription Service, Beta Service, and any other products, materials, or services offered by or through Level Access, and ordered by you under an Order Form.

1.17 “Usage Data” means data and information related to your or your Authorized Users’ use of the Technology that is used by us in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Technology.

1.18 “Viewer Account” means a limited-access account provisioned by an Authorized User to permit a third party to access and view curated Customer Content from the Subscription Service.

1.19 “Web Content Accessibility Guidelines or “WCAG” means the accessibility requirements for web content, including text, images, audio-visual materials, and the code used for structure, style, and interactions put forth by the World Web Consortium (WC3). For more information, you may visit https://www.w3.org/WAI/standards-guidelines/wcag/.

2. SUBSCRIPTION SERVICES & USAGE RIGHTS

2.1 Access and Use:

We will provide you and your Authorized Users with a limited, non-sublicensable, non-exclusive, non-transferable right to access and use the Subscription Service, Developer Tools, Documentation, and other applicable Technology for the Permitted Use.

2.2 Digital Goods License Disclosure:

When You purchase digital content or services from Level Access, You are obtaining a license to access or use the SaaS digital Products or any other digital content (collectively, “Digital Goods”), rather than an ownership interest in the content.

2.3 Viewer Accounts:

Viewer Accounts are meant to provide access solely to view specific Customer Content created in the Subscription Service (e.g., reports that are created by Authorized Users). While the Viewer Account will remain active, when the subscription of the paid edition user that owns or has created such Customer Data in the Service lapses this material will no longer be viewable by the Viewer Accounts.

2.4 System Requirements and Compatibility:

Certain products or features provided by Level Access may require the Customer to maintain valid licenses, subscriptions, or access to specific software, hardware, or services. Customer is solely responsible for ensuring compliance with these requirements, and Level Access assumes no liability for the availability, functionality, or support of such third-party tools or systems.

2.5 Professional Services:

We will provide the Professional Services: (a) in English, (b) remotely, and (c) using personnel in a number and possessing qualifications that we deem to be sufficient to perform the Professional Services; provided, that, all Professional Services will be performed in a workmanlike and professional manner.

2.6 Beta Services:

We may invite you, at no additional charge, to use and evaluate certain new services, functionality, or features in connection with our Subscription Service (each a “Beta Service”). Such Beta Service is for evaluation purposes only and is not intended for production use. You acknowledge that: (a) the Beta Service (i) may contain bugs, errors, or produce unintended results due to its early development stage, (ii) is provided (A) “AS-IS” and “AS-AVAILABLE” without any representations, promises, or warranties (whether express or implied) as to the Beta Service’s functionality, merchantability, quality, availability, or suitability, (B) without any obligation on our part to provide technical or other support services, (b) to the extent permitted by applicable law, we disclaim liability, warranties, indemnities, and conditions, whether express, implied, statutory or otherwise as to any such Beta Service provided to you, (c) may be discontinued by us at any time in our sole discretion and without prior notice to you, and (d) you may be asked to provide Feedback regarding the Beta Service. Your access to and use of the Beta Service may be subject to additional terms and conditions appearing on the trial registration webpage, webform, or as otherwise communicated to you as part of the trial, and any such additional terms and conditions are incorporated into this Agreement by reference.

3. RULES OF CONDUCT

3.1 Prohibited Uses:

You may not use this Service:

• To store, distribute, or transmit any content that is unlawful, harmful, deceptive, defamatory, obscene, invasive of privacy, or otherwise objectionable, as determined by Level Access in its sole discretion.
• In a manner that infringes, misappropriates, or violates any copyright, patent, trademark, service mark, trade secret, moral right, or other intellectual property or proprietary right of Level Access or any third party. Level Access may remove any content alleged to infringe upon such rights and may suspend or terminate access in accordance with its DMCA and IP policy.
• To harass, threaten, defame, or otherwise cause harm to any individual or entity, or to distribute false or misleading information about Level Access, its affiliates, or any third party.
• In any way that violates applicable laws, regulations, or the rights of others.

3.2 Enforcement of Rules:

Level Access reserves the right to investigate and take appropriate action, including removal of content, suspension, or termination of accounts, for any violations of this Section.

3.3 Privacy and Data Usage:

If You register for the Services through the Website, you are consenting to our use of your personal information as stated by our online privacy policies.

3.4 Export Control and Compliance:

Level Access Services and Products are subject to U.S. export control and economic sanctions laws as administered and enforced by the Office of Foreign Assets and Control of the United States Department of Treasury. You represent and warrant that: (a) You are not listed on any U.S. government registry of individuals or entities restricted from receiving U.S. exports or engaging in transactions with U.S. persons; (b) You are not a citizen of, or an entity incorporated in, any jurisdiction subject to U.S. government sanctions; (c) You will not allow any individuals under its control to access or use the Services in a manner that violates any applicable U.S. or other export embargoes, restrictions, or prohibitions; and (d) You will adhere to all relevant laws governing the transfer of technical data from the United States and any other jurisdictions where You or Your Authorized Users operate.

3.5 Updates; Changes; Legacy Products

3.5.1 Updates:

Unless provided in an Order Form, we are not required to provide any revision, new release, update, improvement, modification, or additional functionality enhancement of the Technology (each an “Update”). You acknowledge and agree that the Technology provided hereunder is neither contingent on the delivery of any Update, nor ordered in reliance on any oral or written public comments made by us regarding any such Update.

3.5.2 Changes:

We may modify the Technology to (a) improve or enhance: (i) its quality or delivery; (ii) its competitive strength or market; or (iii) its cost efficiency or performance; or (b) comply with applicable law (each a “Change”). Any Change made by us will apply to all customers and their respective users of the Technology subject to the Change.

3.5.3 Legacy Product:

If you have any product or offering that is not part of the Technology as of the Effective Date, but is a prior product design, version, or implementation (whether commercialized or not) of Level Access (each a “Legacy Product”), the features and functionality that apply to that Legacy Product may be different than those that appear in the Technology. Please consult with our customer service team for further information. Please be aware that we may deprecate or degrade such Legacy Products at our discretion and at our option (with or without notice to you); however, we will make all reasonable efforts to transition you to the replacement Technology or a comparable product, which may require you to execute a new Order Form.

4. SUPPORT SERVICES

We offer support services for selected Subscription Services in accordance with our Service Level Agreement. Otherwise, support services will be offered only if and to the provided in an Order Form.

5. FEES & PAYMENT TERMS

5.1 Privacy and Data Usage:

If You register for the Services through the Website, you are consenting to our use of your personal information as stated by our online privacy policies.

5.2 Taxes:

Fees are exclusive of applicable taxes. Customer is responsible for all taxes associated with the purchase of Services.

5.3 Late Payments:

Any late payment is subject to interest at 1.5% per month or the maximum amount permitted by law.

6. SUBSCRIPTION MANAGEMENT

6.1 Renewal:

Your subscription will automatically renew at the end of each subscription term at the rate and frequency specified when You first subscribed, unless You cancel 30 days before the renewal date. Renewal charges will be billed to the payment method on file.

For annual plans, You will receive a renewal reminder at least 60 days before the renewal date.

You may cancel Your subscription within 14 days of its initial commencement for a full refund. This refund policy applies only to the first subscription period and does not apply to renewals.

For EU and UK customers, if Your subscription renews, You may cancel within 14 days of the renewal date. If You have not used the service during this period, You will receive a full refund. If You have used the service, a pro-rata refund will be issued for the unused portion of the subscription. This 14-day cancellation right for renewals applies only in jurisdictions where required by law.

6.2 Cancellation & Refund Policy:

To request a cancellation, please email support@levelaccess.com. For cancellation requests made within the 14-day period, a cancellation fee may apply, as permitted by local laws.

Cancellations requested after the 14-day window are not eligible for a refund. However, Your subscription will remain active until the end of the current term and will not automatically renew.

In the event of a payment failure for annual subscriptions, we will attempt to charge all payment methods associated with Your account. If payment cannot be successfully processed, Your subscription will remain active during a 28-day grace period. During this time, You may update Your payment details to resolve the issue. If payment is not completed by the end of the grace period, Your subscription will be canceled, and access to the service will terminate.

We may, from time to time, update subscription fees or other terms. Material changes, including pricing adjustments, updates to refund policies, or changes to auto-renewal practices, will take effect no sooner than 30 days after we notify You via email or a notice on our website. Non-material updates will take effect immediately upon posting.

Level Access complies with regional law regarding subscription renewals, including but not limited to the California Automatic Renewal Law (ARL) and the Australian Consumer Law (ACL). If local laws provide additional rights, those rights will take precedence.

7. TERM & TERMINATION

7.1 Term:

This Agreement will commence on the Effective Date and continue for the period specified in the Order Form (the “Term”), unless terminated earlier as provided in this Agreement. Unless otherwise set forth in an Order Form, Level Access may modify the applicable fees upon prior written notice to Customer at least sixty (60) days prior to the end of the then-current term, provided that the modified fees will not apply until the next renewal term.

7.2 Termination for Cause:

Either party may terminate this Agreement upon written notice if the other party breaches any material terms of this Agreement and fails to correct the breach within thirty (30) days following written notice from the non-breaching party specifying the breach.

7.3 Rights and Obligations:

Upon expiration or termination of this Agreement, Customer’s and Authorized Users’ right to access and use the Services will immediately terminate and each will immediately cease all use of the Services.

7.4 Return or Deletion of Data:

Upon termination of the Agreement, if requested in writing by the Customer, Level Access shall return, archive, or subsequently destroy any remaining copies of Customer Content processed or stored on behalf of the Customer.

7.5 Access Suspension:

You or your Authorized Users’ access to the Technology may be subject to suspension (“Suspension”) if we reasonably determine that (a) you or any Authorized User has violated, are violating, or intend to violate any of the provisions contained in the Agreement; (b) you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (c) you are delinquent in your payment of Fees; or (d) the continued provision of the Technology to you or any Authorized User is prohibited by applicable law. We will use commercially reasonable efforts to: provide you with notice and an opportunity to remedy such violation or threat prior to any such Suspension; where practicable limit the Suspension based on the circumstances leading to the Suspension (e.g., to certain Authorized Users), and provide updates regarding resumption of access following any Suspension and resume such access as soon as reasonably possible after the event giving rise to the Suspension is cured.

8. CONFIDENTIALITY

8.1 Obligations:

Each party shall protect the other party’s Confidential Information using reasonable care and shall not disclose or use it except as necessary to fulfill obligations under this Agreement.

8.2 Exclusions:

The restrictions and responsibilities outlined in this Section do not apply to any information that: (a)becomes publicly available through no wrongdoing or violation of this Agreement by the receiving party; (b) was already in the possession of the receiving party at the time it was shared; (c) is independently created by the receiving party without any use of or access to the disclosing party’s Confidential Information; (d) is obtained lawfully from a third party who has the right to share it without violating any confidentiality obligations owed to the disclosing party.

8.3 Allowed Disclosures:

The obligations in this Section do not restrict either party from sharing the other party’s Confidential Information: (a) when mandated by court order, government agency, or other legal authority (if legally permissible, the party required to disclose must provide reasonable notice to the other party to challenge or limit the disclosure); (b) with a party’s legal or financial advisors, as long as the disclosure is made confidentially; (c) as mandated by applicable securities regulations.

9. DATA SECURITY & PRIVACY

9.1 Customer Data:

You are responsible for ensuring that You have obtained all necessary authorizations, consents, and rights for the use of any data You provide to Level Access under this Agreement. You confirm that You have the legal authority to access, use, and disclose any data You share with Level Access. You acknowledge that Level Access provides accessibility tools and testing services designed to assess digital accessibility. In the course of using these tools and services, certain data may be incidentally collected from websites and other digital properties. Any such data collection is incidental in nature and as such is not identifiable, nor is it correlated by Level Access for any purposes outside of the agreement. By Registering to the Website or using the Products, You agree to be added to our mailing list and to receive Level Access’ transactional emails, updates, newsletters, and other promotional or advertising content. Level Access will maintain commercially reasonable measures to protect the integrity, security and confidentiality of all Customer Data against any anticipated threats or hazards, and/or unauthorized access to or use of such data.

9.2 Data Processing

Level Access may collect data in relation to how its services are used, including system performance and usage trends (Usage Data). This information may be used to provide, monitor, secure or improve the services. Level Access retains the right to aggregate and analyze Usage Data in the course of its business operations. Such analyses will be done strictly in accordance with applicable law. Level Access will not sell customer or personal data. Customer data and personal data will be kept confidential and not disclosed to any unauthorized party.

9.3 Artificial Intelligence:

Level Access integrates artificial intelligence (AI) and machine learning technologies as core components of certain products and services. You understand and agree that AI-driven capabilities are essential to the functionality of some features, and as a result, certain aspects of the services may not operate as intended or may be unavailable if AI is disabled or restricted. You are responsible for ensuring that any input into AI-powered features comply with applicable laws, intellectual property rights, and third-party agreements. Level Access will ensure any content submitted to AI systems remain confidential and are processed in accordance with the Agreement. You must not misrepresent AI-generated content as human-generated.

10. INTELLECTUAL PROPERTY

10.1 Technology:

Customer Data: You are responsible for ensuring that You have obtained all necessary authorizations, consents, and rights for the use of any data You provide to Level Access under this Agreement. You confirm that You have the legal authority to access, use, and disclose any data You share with Level Access. You acknowledge that Level Access provides accessibility tools and testing services designed to assess digital accessibility. In the course of using these tools and services, certain data may be incidentally collected from websites and other digital properties. Any such data collection is incidental in nature and as such is not identifiable, nor is it correlated by Level Access for any purposes outside of the agreement. By Registering to the Website or using the Products, You agree to be added to our mailing list and to receive Level Access’ transactional emails, updates, newsletters, and other promotional or advertising content. Level Access will maintain commercially reasonable measures to protect the integrity, security and confidentiality of all Customer Data against any anticipated threats or hazards, and/or unauthorized access to or use of such data.

10.2 Customer Content:

As between you and us, you are and will remain the sole and exclusive owner of all right, title, and interest in and to the Customer Content and subject to the right and permissions granted in the Agreement.

10.3 Reservation of Rights:

Other than expressly provided in this Agreement, nothing in the Agreement grants any right, title, or interest in or to (including any license under) and Intellectual Property Rights in or relating to, the Technology, Customer Content, or Non-Level Access Products, whether expressly, by implication, estoppel, or otherwise.

11. WEB CONTENT ACCESSIBILITY GUIDELINES

11.1 Limitations, No Legal Advice, and Waiver of Claims:

Level Access’ Products assist the Licensee’s website in working toward compliance with WCAG 2.1 level AA success criteria as detailed in the Accessibility Conformance Report (ACR) available in VPAT® format. The Platform is designed to assist Customers in improving the accessibility of their websites and digital assets. However, WCAG standards are subject to change, and no automated tool, including Provider’s Technology, can fully ensure compliance without manual review by qualified professionals.

11.2 Acknowledgement and Agreement:

You acknowledge and agree that:

• When the Free-Widget is embedded into Licensee’s Website, Licensee’s Website will make available user-triggered accessibility enhancements enabling Licensee’s Website to become more accessible for some users once accessibility functions are manually enabled by an end-user of Licensee Website. When the paid AI-Widget is embedded into Licensee’s Website, Licensee’s Website will become more accessible in accordance with the provisions of the WCAG Standard.
• No Guarantee of Compliance – The use of the Level Access Platform, including its Products, Services, AI-Powered Widget, and Scanner, does not guarantee full compliance with WCAG or other accessibility regulations, nor does it prevent potential claims or legal action related to accessibility.
• No Legal Advice – You acknowledge and agree that any discussions, recommendations, or information provided by Level Access’ sales representatives or other personnel are for informational purposes only and do not constitute legal advice. Level Access does not provide legal advice or opinions regarding compliance with any laws, regulations, or standards, including WCAG, ADA, or other accessibility requirements. You are solely responsible for seeking your own legal counsel to ensure compliance with applicable laws and regulations.
• Scanner Limitations – Reports generated by automated tools may not accurately reflect all accessibility issues, features, or violations and should be reviewed and validated by qualified personnel. Without limiting the foregoing, and for the avoidance of doubt, this applies to all the code within scope of the Scanner (HTML) and not to non-HTML items made available on the Licensee Website such as PDF, Audio, Video, etc.
• Custom Site Remediation (CSR) – You understand and agree that because Level Access’ CSR uses specific patterns to define HTML elements that require Level Access’ repairs, any changes to your website or application could break those patterns and therefore undo the repairs applied to those elements.
• Waiver of Claims – Customer expressly waives any claims against Level Access arising from its reliance on the Platform, Products, Services, Scanner reports, or any discussions with Level Access personnel regarding the matters addressed in this Section. Furthermore, any claims, liabilities, or damages resulting from such reliance are explicitly excluded from Provider’s indemnification obligations.

12. DISCLAIMER OF WARRANTIES

THE TECHNOLOGY ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LEVEL ACCESS.

13. LIMITATION OF LIABILITY

13.1 NO INDIRECT DAMAGES:

IN NO EVENT SHALL LEVEL ACCESS OR ANY OF OUR AFFILIATES BE LIABLE UNDER THIS AGREEMENT OR ITS SUBJECT MATTER TO YOU, YOUR AFFILIATES, OR ANY AUTHORIZED USER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, OR LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH OUR PROVISION (AND YOUR USE) OF THE TECHNOLOGY OR ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

13.2 MAXIMUM LIABILITY:

IN NO EVENT WILL THE AGGREGATE AND TOTAL LIABILITY OF LEVEL ACCESS OR ITS AFFILIATES TO YOUR, YOUR AFFILIATES, OR ANY AUTHORIZED USER, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR PROVISION (OR YOUR USE) OF THE TECHNOLOGY, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT PAID BY YOU TO US UNDER THE APPLICABLE ORDER FORM IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION.

13.3 IF REMEDY FAILS ESSENTIAL PURPOSE:

THE LIMITATION OF LIABILITY PROVISIONS SET FORTH SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE PARTIES ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION AND THAT THE LIMITATIONS REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

14. INDEMNIFICATION

14.1 Level Access:

We shall indemnify you for any out-of-pocket damages, judgments, approved settlement payments, costs, and reasonable outside attorneys’ fees you incur in defending any claim, demand, suit, or proceeding made or brought against you by a third party (“Losses”) alleging that the Technology, or your use of the Technology as permitted hereunder, infringes or misappropriates that third-party’s Intellectual Property Rights. If we receive information about such Losses, we may in our discretion and at no cost to you: (a) procure for you the right to continue to use the affected Technology under this Agreement, (b) modify or replace the allegedly infringing Technology so that it no longer infringes but remains functionally equivalent, or (c) terminate the Order Form pertaining to the allegedly infringing Technology and refund the Fees paid in respect of such Technology for the remainder of the relevant Subscription Term starting with the date you lost use of the Technology due to the Losses. The foregoing indemnity shall not apply if the Losses arise out of: (a) specifications or designs furnished by you and implemented by us at your request, (b) the Technology being modified by, combined with, added to, interconnected with, or used in combination with software, application, hardware, equipment, or other technology not supplied by us where the Technology would not by itself, misappropriate or be infringing, or (c) the use of the Technology other than in accordance with the then-applicable Documentation. THIS SECTION SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF US AND OUR AFFILIATES AND THE SOLE AND EXCLUSIVE REMEDY FOR YOU, YOUR AFFILIATES, OR ANY AUTHORIZED USER FOR ANY LOSSES COVERED UNDER THIS SECTION.

14.2 Customer:

You shall indemnify us against any Losses (a) alleging that a Customer Application or Customer Content, or our use of a Customer Application or Customer Content as permitted hereunder, infringes, or misappropriates a third party’s Intellectual Property Rights or (b) arising from your breach of the requirements of the Agreement.

14.3 Procedure:

The Party seeking indemnification (as “Indemnitee”) will provide to the Party from whom indemnification is sought (as “Indemnitor”) prompt written notice of the Indemnitee’s Losses and, if requested by Indemnitor, provide reasonable assistance in the defense and settlement of any Losses. Indemnitor shall have sole control of the defense and settlement of the Losses; provided that, any settlement must unconditionally release Indemnitee of all liability and contain no admission of liability as to Indemnitee.

15. INSURANCE

We maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses in which we operate.

16. DISPUTE RESOLUTION & GOVERNING LAW

16.1 Governing Law:

This Agreement is governed by and construed in accordance with the laws of Delaware without regard to its conflict of law principles.

16.2 Agreement to Arbitrate:

By using or accessing any of Level Access’s Services, you and Level Access agree to resolve any and all disputes, claims, or controversies arising out of or related to these Terms of Service or the use of the Services (collectively, “Disputes”) exclusively through binding arbitration, rather than in court, except as otherwise provided herein. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to, all claims arising out of or relating to any aspect of your relationship with Level Access including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, unless prohibited by law.

16.3 Arbitration Process:

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules if applicable, as modified by this Arbitration Clause. The AAA’s rules are available at www.adr.org. The arbitration shall be held in the State of New York. If the value of the claim is $10,000 or less, you or Level Access may elect to have the arbitration conducted by telephone or based solely on written submissions.

16.4 Class Action Waiver:

You and Level Access agree that any Disputes must be resolved on an individual basis, and neither you nor Level Access may bring any claim in a class, consolidated, or representative action. The arbitrator shall not consolidate more than one person’s claims and may not otherwise preside over any form of a class or representative proceeding. By agreeing to these Terms, you are waiving your right to participate in a class action, multi district litigation or representative lawsuit.

16.5 Exceptions to Arbitration:

Notwithstanding the above, you or Level Access may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

16.6 Costs of Arbitration:

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator determines that the law provides for an award of attorneys’ fees to the prevailing party.

16.7 Severability:

If any portion of this Arbitration Clause is found to be unenforceable, the unenforceable provision will be severed, and the remainder of the Arbitration Clause will remain in full force and effect. In no event shall the severed provision allow for any class or representative arbitration.

16.8 Waiver of Jury Trial:

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

16.9 Injunctive Relief:

Notwithstanding the arbitration provision, either party may seek injunctive relief in a court of competent jurisdiction for claims related to intellectual property rights or Confidential Information.

17. GOVERNMENT TERMS

We provide the Technology, including related software and technology, for ultimate federal government end use solely in accordance with this Agreement. If you are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Technology, or any related documentation of any kind, including technical data, software, and manuals, is restricted by this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Technology was developed fully at private expense.

18. MISCELLANEOUS

18.1 Force Majeure:

Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to natural disasters, governmental actions, acts of war, and cyberattacks.

18.2 Assignment:

Neither party may assign its rights or obligations under this Agreement without prior written consent, except in the case of a merger or acquisition in which consent is not required.

18.3 Interpretation; Severability:

The parties intend that the construing of the Agreement is without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term, provision of this Agreement, invalidate, or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

18.4 Publicity Rights:

We may include your name and logo in our promotional and marketing materials in the portions of the same where we list our current or former customers.

18.5 Contract for Services:

This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods or other similar legislation applicable to the relevant territory shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

18.6 Amendments:

Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

18.7 English Language:

This Agreement, along with all related documents, communications, and proceedings, shall be drafted, interpreted, and enforced exclusively in the English language. In the event of any translation, the English version shall prevail.

18.8 Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and representations.

18.9 Counterparts:

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original.