ACCESSIBILITY SUITE USER LICENSE AGREEMENT

PLEASE READ THIS AGREEMENT BEFORE USING ABILITY’S SERVICES OR THE ACCESSIBILITY SUITE. BY ACCESSING OR USING THE ACCESSIBILITY SUITE, YOU (“Client”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SOFTWARE OR SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ABILITY’S ACCESSIBILITY SUITE LICENSE OR SERVICE, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.

This License Agreement (“Agreement”) is entered into between Client and Ability, Inc., an Oregon corporation (“Ability”), with its principal place of business at 40 E Broadway Suite 210, Eugene, Oregon 97401. Ability and Client agree that the following terms and conditions will apply to the services provided under this Agreement and Orders placed thereunder.

1. Definitions

Product refers to Ability’s Accessibility Suite software, including both free and paid versions, and any associated updates, features, enhancements, or services provided under this Agreement. The Product encompasses tools, automations, integrations, and reporting features offered at adaplugin.com.

Effective Date means the date Client first accesses or uses the Product, accepts the Agreement (if by click), installs the free version, or processes payment—whichever occurs first.

Dashboard means a secure area on the Ability website where the Client can manage their user accounts, payment methods and subscription details.

WP Admin means the WordPress Admin section on the Client’s website where where Client controls reports and settings for the Accessibility Suite.

2. Licensing of Product

2.1 Grant of License
Subject to this Agreement, Ability grants Client a non-transferable, non-exclusive license to use the Product during the term. Client may offer the Product to its website or software users. No rights are sold or transferred except as expressly set forth.

2.2 Ownership
All rights in and to the Product and its updates belong solely to Ability and its licensors. No rights are conveyed by implication.

2.3 Automatic Software Updates
Client acknowledges that updates and improvements may occur automatically. While Ability aims for seamless updates, functionality may be temporarily affected.

3. Confidentiality and Limitations on Use

3.1 Confidentiality
The Product and associated materials are Ability’s proprietary information. Client must protect this information and use it only internally.

3.2 Non-Disclosure
Client must not share the Product or Confidential Information with third parties without Ability’s written consent, except as required by law.

3.3 Limitations on Use
Client may not:

  • Copy or reverse engineer the Product.

  • Modify, rent, sublicense, or distribute it.

  • Use it beyond this license’s scope.

  • Access or disclose source code.

  • Remove proprietary notices.

3.4 Survival
These obligations remain after termination.

4. Term and Termination

4.1 Term
This Agreement begins on the Effective Date and continues until terminated.

4.2 Termination for Convenience

  • Paid Licenses: Either party may terminate with 30 days’ written notice. No refunds.

  • Free Licenses: Ability may terminate access at any time.

4.3 Termination for Cause
Ability may terminate immediately if:

  • Client breaches this Agreement.

  • Client’s use poses legal, reputational, or business risk.

4.4 Discontinuation of Free Version
Ability may modify or stop the free version with 30 days’ notice where feasible.

4.5 Effect of Termination
Client must cease use and access of the Product immediately.

5. Limited Warranty

5.1 Performance
The Product will function substantially as described when properly implemented. This warranty is void if Client misuses or alters the software.

5.2 Exclusive Remedies
Client’s sole remedy is repair, troubleshooting, or refund of the last paid billing cycle, at Ability’s discretion.

5.3 Downtime and Compatibility
Ability does not guarantee 100% uptime or error-free performance and is not liable for incompatibility with third-party systems.

5.4 Limitations of Liability
Ability is not liable for lost revenue, lawsuits, or accessibility claims due to downtime or non-conformance. If a higher standard is needed, Client should consider a certification program.

5.5 Accessibility Limitations
Installing the plugin or using it does not guarantee full WCAG conformance. Limitations may result from platform changes, other plugins, PDFs, videos, or client-side modifications. Client waives all legal claims against Ability for these or any other limitations.

5.6 Limitation of Damages
Total liability is limited to $100 or the amount paid in the last billing cycle. No indirect or consequential damages are recoverable.

6. Consent to Use Data

6.1 Data Collection
Ability may collect usage, diagnostics, and configuration data to improve service, in non-identifiable form.

6.2 Retention & Security
Ability stores data only as long as necessary and applies reasonable safeguards.

6.3 Aggregated Data
Aggregated, anonymized data may be used for analytics and service development.

6.4 Client Data Rights
Client may request access or deletion, subject to legal and operational needs.

7. Account Management

Client may access all license and feature controls via the WP Admin. Account level controls including subscription, billing, and user management are found in the Dashboard.

8. Indemnification

8.1 By Client
Client agrees to indemnify and defend Ability against third-party claims arising from:

  • Accessibility non-compliance;

  • Misuse or violation of this Agreement;

  • Breach of law.

8.2 Survival
Indemnity survives termination.

8.3 Limitation on Indirect Damages
Neither party is liable for special, indirect, or consequential damages.

9. Relationship of the Parties

This Agreement does not create a joint venture, partnership, or agency relationship.

10. Modification

Only written modifications signed by both parties are valid.

11. Entire Agreement

This is the complete agreement between the parties. It supersedes all prior proposals or communications.

12. Interpretation

Headings are for reference and do not affect interpretation. The Agreement will not be construed against the drafter.

13. Severability

If any provision is deemed invalid, the remaining provisions remain enforceable.

14. Waiver

Failure to enforce any provision does not constitute a waiver.

15. Binding Effect

This Agreement binds and benefits the parties and their permitted successors and assigns.

16. Governing Law and Dispute Resolution

16.1 Governing Law
Oregon law governs this Agreement.

16.2 Venue
Legal proceedings must occur in Lane County, Oregon.

16.3 Arbitration
Disputes will be resolved by binding arbitration under the Arbitration Service of Portland, Inc., held in Lane County, unless otherwise agreed.

17. Modifications and Updates

Ability may update this Agreement at any time. Continued use of the Product constitutes acceptance of updated terms.