1. PARTIES
a. NETRA LABS LLC, a company incorporated under the laws of Wyoming/USA having its registered office at 30 N Gould St Ste. R Sheridan, Wyoming82801 (hereinafter referred to as the "Provider");
b. (a) For Licensee: “CLIENT”, a company incorporated under the laws of [STATE], having its registered office at [ADDRESS] (herein after referred to as the "Licensee"). A Licensee is any individual or entity that accepts and agrees to be bound by the terms and conditions of this Agreement during the onboarding process for the Provider's "Accessibilityon Demand™" online platform or via an API integration.

2. BACKGROUND
a. NETRA LABS LLC (the "Provider") is the provider of the "Accessibility on Demand™" software-as-a-service platform (the "Platform"), which offers an automated, AI-powered solution for enhancing PDF accessibility and compliance against relevant standards.
b. The Platform leverages advanced AI technology to improve OCR accuracy, auto-tagging of document structure, and generation of contextual descriptions for images, thereby streamlining the process of achieving PDF accessibility and reducing the associated time and cost.
c. The Platform provides three (3) service levels:(i) Standard, which ensures machine-readability and includes auto-tagging, reading order establishment, and bookmark generation; (ii) Enhanced, which builds upon Standard by adding AI-powered image descriptions and enhanced document structure analysis, with a target of achieving greater than a 95% compliance score; and (iii)Expert Review, which includes professional human review and remediation that targets 100% accessibility compliance score with common accessibility standards. See Exhibit A for details on how the compliance score is calculated.
d. This Agreement governs the licensing and use of the Platform by the Licensee, which may be any individual or entity accessing the Platform through an API integration or accessing the Platform through the Provider's portal.
e. The Provider and the Licensee (herein after collectively referred to as the "Parties") have a mutual interest in entering into this Agreement to establish the terms and conditions under which the Licensee may access and use the Platform.

3. DEFINITIONS
a. Provider means NETRA LABS LLC, a company incorporated under the laws of Wyoming/USA, having its registered office at 30 N Gould St Ste. R Sheridan, Wyoming 82801.2. Platform or Accessibility on Demand™ Platform means the Provider's software-as-a-service platform that offers automated, AI-powered solutions for enhancing PDF accessibility and compliance.
b. Services means the services provided by the Provider through the Platform, including Standard, Enhanced, and Expert Review, as further defined herein.
c. Standard means the foundational level of services offered by the Platform, which includes machine readability through accurate OCR, auto-tagging of document structure, establishment of logical reading order, and generation of basic bookmarks and alternate text.
d. Enhanced means the intermediate level of services offered by the Platform, which builds upon Standard by adding detailed, contextual image descriptions for alternate text, enhanced document structure analysis, with a target of achieving greater than a 95% compliance score. Exceptions may apply when the underlying document is not editable. See Exhibit A for compliance score calculation.
e. Expert Review means the comprehensive level of services offered by the Platform, which includes professional human review and remediation of the automated results, manual resolution of complex elements, with a target of achieving 100% accessibility compliance score. Exceptions may apply when the underlying document is not editable. See Exhibit A for compliance score calculation.
f. Customer means any individual or legal entity that has entered into this Agreement to license and use the Platform through an API integration or through the online portal.
g. API or Application Programming Interface means the interface provided by the Provider to enable the integration of the Platform with the Enterprise Customer's existing systems and workflows.
h. WCAG or Web Content Accessibility Guidelines means the internationally recognized guidelines formaking web content and applications more accessible topeople with disabilities, as published by the WorldWide Web Consortium (W3C).
i. PDF/UA or Portable Document Format/Universal Accessibility means the ISO standard for accessible PDF technology, which defines guidelines for creating accessible PDF documents.
j. Section 508 refers to the accessibility standards for electronic and information technology established by the United States Rehabilitation Act of 1973, as amended.12. Compliance or Accessibility Compliance means adherence to the relevant accessibility standards,including but not limited to WCAG, PDF/UA, and Section 508.
k. Effective Date means the date on which this Agreement becomes effective, as specified in the Cover Page.
l. Term or Agreement Term means the duration for which this Agreement remains in force, as defined in the Term and Termination section.15. "Accessibility Standards" means the combined requirements of:
      a. Section 508 of the United States Rehabilitation Act of 1973,as amended
      b. F/UA (ISO 14289-1)
      c. Web Content Accessibility Guidelines (WCAG) 2.1 Level AA
m. "Compliance Assessment" means the evaluation of documents against Accessibility Standards using the Assessment Tool, resulting in Passed, Warning, and Failed items as defined in Exhibit A.
n. "Assessment Tool" means the axes4 PDF Accessibility Checker or such other industry-standard tool as Provider may designate from time to time for evaluating PDF accessibility compliance.
o. "Source Document Quality Standards" means the minimum objective characteristics a document must possess for effective automated or manual accessibility processing, including: (a) readable, non‑corrupted text; (b) standard, non‑proprietary formatting; (c) absence of encryption or password protection; (d) scan resolution of 300 dpi or higher; and (e) logical page orientation.
p. "Technical Limitations" means the inherent constraints of artificial‑intelligence, optical‑character‑recognition and related technologies, as well as any limitations of third‑party services, assessment tools, or prevailing accessibility standards that are beyond the Provider’s reasonable control.
q. "External Factors" means circumstances outside the Provider’s reasonable control, including without limitation network or power outages, third‑party service failures, material changes to accessibility standards, and any force‑majeure events described in Section 12.6.
r. "Passed Items" means elements within a document that fully meet the requirements of the applicable Accessibility Standards.
s. "Warning Items" means elements within a document that require review to determine compliance with Accessibility Standards.

2. SERVICES AND SCOPE
The Provider shall provide the "Accessibility on Demand" Platform (the "Platform") to the Customer/Licensee, which offers an automated, AI-powered solution for enhancing PDF accessibility and compliance with relevant regulations. The Platform shall provide the following service levels:
    1. Standard. This service level shall include:
        a. Highly accurate optical character recognition (OCR) leveraging advanced AI methods to ensure machine-readability of documents.
        b. Auto-tagging of document structure, applying appropriate tags to headings, paragraphs, lists, and other elements.
        c. Establishing logical reading order, ensuring that content flows intuitively for users of assistive technologies.
        d. Generate basic bookmarks for improved navigation in documents with multiple pages.
    2. Enhanced. This service level shall include all features of Standard, as well as:
        a. Auto-generation of alternative text (alt-text) for images, using Generative AI to provide contextual descriptions.
        b. Enhanced document structure analysis, improving the organization of content elements.
        c. Compliance assessment using the Assessment Tool to measure conformance with Section 508 requirements through evaluation of both PDF/UA             and WCAG 2.1 Level AA standards. Target compliance level of greater than 95% is measured according to the methodology specified in Exhibit A.             and is expressly conditioned on the document satisfying the Source Document Quality Standards and not being materially affected by Technical             Limitations or External Factors.
    3. Expert Review. This service level shall include all features of Enhanced, as well as:
        a. Complete human review of the automated results by expert Remediation Analysts, with a target of achieving up to 100% accessibility compliance             score, with the target being measured according to the methodology specified in Exhibit A. Exceptions apply where remediation cannot address             inherent issues in the underlying document, subject to the Source Document Quality Standards and Technical Limitations or External Factors             described herein.
        b. Manual remediation of complex elements by Remediation Analysts, addressing any issues that automation cannot fully resolve.
        c. Full compliance verification by Remediation Analysts, confirming adherence to all applicable accessibility standards, including WCAG 2.1 Level AA,             PDF/UA, and Section 508.
3. Service‑level Preconditions. The target sand guarantees set out in Sections 2.1(a)–(c) apply only where each             submitted document meets the Source Document QualityStandards and is not materially impeded by TechnicalLimitations or External Factors. The             Provider may, in itssole discretion, reclassify, suspend, or reject any documentthat fails to meet these prerequisites.1. Service Delivery. The Platform             shall be accessible to theCustomer/Licensee through the followingmethods:a. For Enterprise Customers, the Platform may be integratedinto the Customer's existing documentworkflows and systems via an Application ProgrammingInterface (API), subject to technicalrequirements and compatibility considerations.b. Service Exclusions and Limitations. The services providedthrough the Platform may be subject tocertain exclusions or limitations, including but not limitedto: (i) document types, file formats, orspecific accessibility requirements that are not covered; (ii)documents that do not meet the SourceDocument Quality Standards; (iii) documents that exceedcurrent AI/OCR or other TechnicalLimitations, contain complex proprietary formatting, encryptedor password‑protected content, orrequire manual intervention beyond the scope of the selectedservice level; and (iv) any failure ordegradation caused by External Factors.2. Service Availability and Support. The Provider shall makecommercially reasonable efforts to ensure theavailability of the Platform, subject to scheduledmaintenance windows. The Provider shall provide supportservices to the Customer/Licensee, including response times,communication channels, and escalationprocedures, as specified in the applicable Service LevelAgreement (SLA) in Section 7.2.3. Service Modifications and Updates. The Provider reservesthe right to modify or update the services,features, and functionality of the Platform from time totime. The Provider shall notify theCustomer/Licensee of any significant changes or updates tothe services in accordance with the terms ofthis Agreement.4. Third-Party Services and Integrations. The Platform mayincorporate or integrate with third-party servicesor technologies. The Provider shall not be responsible forthe performance, availability, or compatibility ofsuch third-party services or technologies, and the Customer/Licensee'suse of such third-party services ortechnologies shall be subject to the applicable terms andconditions.5. Service Exclusions and Limitations. The services providedthrough the Platform may be subject to certainexclusions or limitations, including but not limited todocument types, file formats, or specific accessibilityrequirements that are not covered. Any such exclusions orlimitations shall be specified in the applicableservice descriptions or documentation provided by theProvider.4. FEES AND PAYMENT TERMS1. Pricing Structure. The fees for use of the Platform shallbe based on the following pricing structure:a. Service Level and Credit-Based Pricing. The fees for useof the Platform shall be charged on a perpagebasis according to:I. The selected service level (Standard, Enhanced, or ExpertReview)II. The credit package purchased by Customer as set forth inExhibit BIII. The then-current pricing set forth in Exhibit B: PlatformPricing Scheduleb. Credit Packages and Volume Discounts.I. Customer may purchase credit packages in predeterminedincrements as specified inExhibit BII. Larger credit package purchases qualify for volume-baseddiscounts on per-page ratesIII. Credits remain valid until used, with no expirationdateIV. Unused credits maintain their full value for future usec. Price Changes. Provider may modify the pricing set forthin Exhibit B upon thirty (30) days' writtennotice to Customer unless otherwise agreed upon in anotheragreement or contract. Such changesshall:I. Not affect the value of previously purchased creditsII. Apply only to new credit package purchases after theeffective date of the price changed. Enterprise Pricing. Enterprise Customers may be eligiblefor custom pricing terms and creditpackage structures as mutually agreed upon in writingbetween the parties.2. Customer Pricing. Customers accessing the Platformthrough the API integration shall be subject to anannual platform subscription fee. The annual subscriptionfee shall be determined based on factors such asthe number of users, document volume, and any additionalservices or customizations required. Customersshall contact the Provider at aod@netralabs.ai or theirauthorized Reseller to obtain a custom quote for theannual subscription fee.3. The Platform fails to meet the guaranteed compliancelevel for the selected service tier other than wheresuch failure is the direct result of deficiencies in SourceDocument Quality, Technical Limitations,Assessment‑Tool methodology changes, orExternal Factors beyond the Provider’s reasonable control, or4. Price Changes. The Provider reserves the right to modifyor adjust the pricing structure and fees set forthin this Agreement upon thirty (30) days' prior writtennotice to the Customer/Licensee. Any such changesshall become effective on the date specified in the notice.5. Refunds and Credits. The Provider's refund and creditpolicy shall be as follows:a. Service Level Guarantees. Provider shall issue refunds orcredits if:I. The Platform fails to meet the guaranteed compliancescore for the selected service tier, orII. Customer is charged incorrectly based on their selectedservice levelb. Resolution ProcessI. Provider shall investigate reported discrepancies withinfive (5) business daysII. Upon verification, Provider shall issue a refund orcredit at Provider's discretionIII. Credits shall be applied to the Customer's account forfuture useIV. Refunds shall be processed according to the paymentterms of this Agreementc. LimitationsI. Claims must be submitted within thirty (30) days of theprocessing dateII. Provider's total liability for refunds or credits shallnot exceed the amount paid for theaffected pages6. Custom Pricing and Enterprise Agreements. The Providermay offer custom pricing and flexible paymentterms for specific customer segments, including but notlimited to government agencies, non-profitorganizations, large organizations, volume orders, and multi-yearcommitments. Customers/Licenseesinterested in custom pricing or enterprise agreements shouldcontact their authorized Reseller or Providerat aod@netralabs.ai for more information.5. INTELLECTUAL PROPERTY RIGHTS1. Ownership of Intellectual Property Rights. The Providerretains all right, title, and interest in and to thePlatform, including all intellectual property rights therein,and any related documentation, materials, ordeliverables provided by the Provider to the Customer/Licensee.The Agreement does not grant theCustomer/Licensee any ownership rights in the Provider'sintellectual property.2. License Grant. Subject to the terms and conditions ofthis Agreement, the Provider hereby grants theCustomer/Licensee a limited, non-exclusive, non-transferable,and revocable license to access and use thePlatform during the Term, solely for the Customer/Licensee'sinternal business purposes. The Customer/Licensee shall not sublicense, modify,reverse engineer, or create derivative works based on thePlatform.3. Customer/Licensee Data. The Customer/Licensee retains allright, title, and interest in and to any data,documents, or materials provided to the Provider forprocessing through the Platform. The Provider mayuse and process such data solely for the purpose ofproviding the Services and shall not acquire anyownership rights in the Customer/Licensee's data.4. Feedback and Suggestions. The Provider shall have aroyalty-free, worldwide, transferable, sublicensable,irrevocable, perpetual license to use or incorporate intothe Platform any suggestions, ideas, enhancementrequests, recommendations, or other feedback provided by theCustomer/Licensee relating to the Platformor Services.5. Third-Party Components. The Platform may incorporate orinclude third-party software or components,which are governed by their respective licenses and terms. TheCustomer/Licensee agrees to comply withsuch third-party licenses and terms.6. Indemnification. The Provider shall indemnify, defend, andhold harmless the Customer/Licensee from andagainst any and all claims, damages, liabilities, costs, andexpenses (including reasonable attorneys' fees)arising from any third-party claim that the Customer/Licensee'sauthorized use of the Platform infringes ormisappropriates any intellectual property rights of suchthird party. The Provider's indemnificationobligations shall not apply to the extent the claim arisesfrom the Customer/Licensee's misuse orunauthorized modification of the Platform.7. Confidentiality. The provisions of Section 5 (Confidentiality)shall apply to the protection of the Provider'sintellectual property and confidential information relatedto the Platform and Services.6. Confidentiality1. Definition of Confidential Information. For the purposesof this Agreement, "Confidential Information"means any information, data, or materials, in any form ormedium, that is disclosed or made available byone Party (the "Disclosing Party") to the otherParty (the "Receiving Party") in connection with thisAgreement, which is marked or otherwise identified asconfidential or proprietary, or which shouldreasonably be understood to be confidential or proprietarygiven the nature of the information and thecircumstances surrounding its disclosure. ConfidentialInformation includes, but is not limited to, technicalinformation, business plans, financial data, customerinformation, and any other proprietary or sensitiveinformation related to the Disclosing Party's business, products,or services.2. Exclusions. Confidential Information shall not includeinformation that: (i) is or becomes publicly availablethrough no fault of the Receiving Party; (ii) is rightfullyknown to the Receiving Party prior to disclosure bythe Disclosing Party; (iii) is rightfully obtained by theReceiving Party from a third party without breach ofany confidentiality obligation; or (iv) is independentlydeveloped by the Receiving Party without use of orreference to the Disclosing Party's Confidential Information.3. Non-Disclosure Obligations. The Receiving Party shall: (i)hold the Disclosing Party's ConfidentialInformation in strict confidence and take reasonableprecautions to protect such Confidential Information(including, at a minimum, all precautions the ReceivingParty employs with respect to its own confidentialmaterials); (ii) not disclose, copy, or otherwise makeavailable any Confidential Information to any thirdparty without the prior written consent of the DisclosingParty; and (iii) not use the Disclosing Party'sConfidential Information for any purpose other than asnecessary to perform its obligations or exercise itsrights under this Agreement.4. Permitted Disclosures. Notwithstanding the foregoing, theReceiving Party may disclose ConfidentialInformation to its employees, contractors, or agents whohave a need to know such information for thepurposes of this Agreement, provided that such individualsare bound by confidentiality obligations at leastas restrictive as those set forth herein.5. Return or Destruction of Confidential Information. Upontermination or expiration of this Agreement, orupon written request of the Disclosing Party, the ReceivingParty shall promptly return or destroy (at theDisclosing Party's option) all Confidential Information inits possession or control, including all copiesthereof, and certify in writing to the Disclosing Party thatit has complied with this obligation.6. Exceptions. The Receiving Party may disclose ConfidentialInformation if required by law, regulation, orcourt order, provided that the Receiving Party: (i) promptlynotifies the Disclosing Party of such requirementto disclose; (ii) cooperates with the Disclosing Party inseeking a protective order or other appropriateremedy; and (iii) discloses only the minimum amount ofConfidential Information necessary to comply withthe legal requirement.7. Remedies. The Receiving Party acknowledges that anybreach of this Confidentiality section may causeirreparable harm to the Disclosing Party, for which monetarydamages may be inadequate. In addition toany other remedies available at law or in equity, theDisclosing Party shall be entitled to seek injunctiverelief or other equitable remedies to prevent or restrainany breach of this Confidentiality section.8. Survival. The obligations set forth in thisConfidentiality section shall survive the termination or expirationof this Agreement for a period of five (5) years.7. Data Privacy and Security1. Data Protection and Compliance. The Parties shall complywith all applicable data protection laws andregulations, including but not limited to the General DataProtection Regulation (GDPR), the CaliforniaConsumer Privacy Act (CCPA), and any other relevant state, federal,or international laws andregulations governing the processing of personal data. TheProvider shall implement and maintainappropriate technical and organizational measures to protectthe security, confidentiality, and integrityof any personal data processed through the Platform.2. Data Processing and Purpose Limitation. The Providershall process personal data solely for thepurpose of providing the Services under this Agreement andshall not use or disclose such data for anyother purpose without the prior written consent of theCustomer. The types of personal data processedthrough the Platform may include, but are not limited to, names,contact information, and any otherpersonal data contained within the documents submitted foraccessibility processing.3. Data Access and Disclosure. The Provider shall ensurethat access to personal data is restricted toauthorized personnel only and shall not disclose or transfersuch data to any third party without theCustomer's prior written consent, except as required by lawor court order. In the event of a legaldemand for disclosure of personal data, the Provider shallpromptly notify the Customer and cooperatewith the Customer in responding to such demand.4. Data Security. The Provider shall implement and maintainappropriate technical and organizationalmeasures to protect personal data against accidental orunlawful destruction, loss, alteration,unauthorized disclosure, or access. Such measures shallinclude, but are not limited to, encryption ofdata in transit and at rest, access controls, firewalls, andregular security audits and vulnerabilityassessments. The Provider shall have in place incidentresponse and breach notification procedures topromptly notify the Customer of any actual or suspected databreach.5. Data Retention and Disposal. The Provider shall retainpersonal data only for as long as necessary toprovide the Services or as required by applicable laws andregulations. Upon termination of thisAgreement or upon the Customer's request, the Provider shallsecurely dispose of or delete all personaldata in its possession or control, unless otherwise requiredby law.6. Subprocessors and Third-Party Transfers. The Providershall maintain a list of critical subprocessorsessential to service delivery, including but not limited toartificial intelligence and machine learningservice providers. The Provider shall:a. Ensure all subprocessors maintain appropriate dataprotection standardsb. Notify Customer of any material changes to subprocessorrelationshipsc. Obtain Customer consent for any subprocessors handlingsensitive personal data beyondstandard service delivery requirements7. Data Subject Rights. The Provider shall cooperate withthe Customer and provide reasonableassistance in responding to requests from data subjectsexercising their rights under applicable dataprotection laws, such as requests for access, rectification,or erasure of personal data.8. Audits and Monitoring. The Customer shall have the rightto conduct audits or inspections, uponreasonable notice, to verify the Provider's compliance withits data protection and security obligationsunder this Agreement. The Provider shall cooperate with suchaudits and provide access to relevantinformation and systems as necessary.9. Indemnification and Liability. The Provider shallindemnify, defend, and hold harmless the Customerfrom and against any claims, losses, damages, or expensesarising out of or relating to any breach ofthe Provider's data protection and security obligationsunder this Agreement, subject to the limitationsof liability set forth in this Agreement.10. Return or Destruction of Data. Upon termination of thisAgreement or upon the Customer's request, theProvider shall securely return or destroy all personal datain its possession or control, unless otherwiserequired by law. The Provider shall provide writtencertification of such destruction upon request.8. Service Levels and Support1. Service Levels. The Provider offers the following threeservice levels for the Platform:a. Standard. This level includes:I. Highly accurate OCR leveraging advanced AI methods toensure machine-readability ofdocuments.II. Auto-tagging of document structure, applying appropriatetags to headings, paragraphs,lists, and other elements.III. Establishing logical reading order, ensuring contentflows intuitively for users of assistivetechnologies.IV. Generating basic bookmarks for improved navigation inmulti-page documents.b. Enhanced. This level includes all features of Standard, plus:I. Auto-generation of alternative text for images, usingGenerative AI to provide contextualdescriptions.II. Enhanced document structure analysis, improving theorganization of content elements.III. Compliance assessment using the Assessment Tool tomeasure conformance with Section508 requirements through evaluation of both PDF/UA and WCAG 2.1Level AA standards.Target compliance level of greater than 95% is measuredaccording to the methodologyspecified in Exhibit A. and is expressly conditioned on thedocument satisfying the SourceDocument Quality Standards and not being materially affectedby Technical Limitations orExternal Factors.c. Expert Review. This level includes all features ofEnhanced, plus:I. Complete human review of the automated results, with atarget of achieving up to 100%accessibility compliance score measured according to themethodology specified in ExhibitA, with all generated content and tags subject to the SourceDocument Quality Standardsand Technical Limitations or External Factors describedherein.II. Manual remediation of complex elements, addressing anyissues that automation cannotfully resolve.III. Full compliance verification, confirming adherence toall accessibility standards.2. Service Level Agreements. The Provider shall provide theServices in accordance with the followingservice level agreements ("SLAs"):a. Automated Processing (Standard and Enhanced).I. Processing shall initiate immediately upon submissionII. Typical processing times:a. <1 Minute per page (per Document)III. Provider shall notify Customer if processing times willexceed these typical rangesb. For Expert Review level:I. Single document requests completed within 1 business dayof submissionII. For high volume document submissions:a. Provider shall assess and communicate estimatedcompletion timeframe within 1business dayb. Timeline will be based on document complexity and volumec. Rush processing available upon request, subject toadditional feesIII. Platform Availabilitya. The Platform shall maintain 99.5% uptime per calendarmonthb. Excludes scheduled maintenance windowsc. Maintenance windows shall be communicated at least 48 hoursin advance3. Support Services. The Provider shall provide thefollowing support services:a. Technical support via email and online portal, availableduring regular business hours 8AM-6PMEST. Additional support levels available, subject toadditional fees.b. Support request shall be submitted through the online webportal or via email to aod@netralabs.ai.c. Response times for support requests shall be as follows:I. Severity 1 (critical issues): 1 business hourII. Severity 2 (major issues): 4 business hoursIII. Severity 3 (minor issues): 1 business day4. Maintenance and Updates. The Provider shall beresponsible for maintaining and updating the Platform,including software updates, security patches, and featureenhancements. The Provider shall provide atleast 5 days' notice for any scheduled maintenance windowsor downtime periods.5. Service Monitoring and Reporting. The Provider shallmonitor and report on service performance,including processing times, accuracy rates, and compliancelevels. The Customer shall have access to adashboard or reporting mechanism to view relevant servicemetrics.6. Service Level Review. The Parties shall review and, ifnecessary, adjust the service levels, SLAs, andsupport services on an annual basis or as mutually agreedupon.9. Warranties and Disclaimers1. Provider's Warranties. The Provider warrants that:a. The Platform and its services will perform in accordancewith the documentation and specificationsprovided by the Provider and is subject to the capabilitiesand limitations of the Assessment Toolthen in use.b. The Platform and its services will comply with allapplicable accessibility standards, includingWCAG 2.1 Level AA, PDF/UA, and Section 508, as specified foreach service level.c. The Provider has the necessary rights, licenses, andpermissions to provide the Platform and itsservices to the Customer/Licensee.d. The Provider will use commercially reasonable efforts toensure the security and confidentiality ofthe Customer/Licensee's data processed through the Platform.e. The Provider warrants that the Assessment Tool used forcompliance measurement is an industrystandardtool appropriate for evaluating conformance withAccessibility Standards. The compliancepercentage calculation methodology as detailed in Exhibit Aprovides an accurate representation ofa document's conformance to Section 508 requirements throughevaluation of both PDF/UA andWCAG 2.1 Level AA standards.f. Provider makes no warranty that any particular compliancescore will be achieved where the SourceDocument Quality Standards are not met or where TechnicalLimitations or External Factors apply.2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED INTHIS AGREEMENT, THE PROVIDERMAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUTNOT LIMITED TO IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, OR NON-INFRINGEMENT.THE PROVIDER DOES NOT WARRANT THAT THE PLATFORM OR ITSSERVICES WILL BE UNINTERRUPTED,ERROR-FREE, OR SECURE FROM UNAUTHORIZED ACCESS OR INTRUSION.3. Limitation of Liability.a. IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT,INCIDENTAL, SPECIAL,CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOTLIMITED TO LOSS OF PROFITS,DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT OR THE USE OFTHE PLATFORM OR ITS SERVICES, EVEN IF THE PROVIDER HAS BEENADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.b. THE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OFOR IN CONNECTION WITH THISAGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THECUSTOMER/LICENSEE TO THEPROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELYPRECEDING THE EVENTGIVING RISE TO THE CLAIM.4. Compliance with Laws and Regulations.a. The Provider shall comply with all applicable laws andregulations related to accessibility, dataprivacy, and any other relevant areas in the provision ofthe Platform and its services.b. The Customer/Licensee shall be solely responsible forensuring compliance with all applicable lawsand regulations in its use of the Platform and its services.5. Third-Party Components.a. The Platform may incorporate or integrate with third-partycomponents or services, including opensourcesoftware or external APIs.b. The Provider does not warrant or guarantee theperformance or functionality of any third-partycomponents or services integrated with the Platform.6. Remedies. The remedies set forth in this Agreement shallbe the sole and exclusive remedies available tothe Customer/Licensee for any breach of this Agreement bythe Provider.Note: For indemnification provisions related to warrantybreaches, see Section 1010. Term and Termination1. Term. This Agreement shall commence on the Effective Dateand shall continue for an initial term of one (1)year (the "Initial Term"), unless earlierterminated in accordance with the provisions of this Section 9. Upon expirationof the Initial Term, this Agreement shall automatically renew for successiveone (1) year terms(each, a "Renewal Term"), unless either Partyprovides written notice of non-renewal to the other Party atleast sixty (60) days prior to the end of the then-currentterm.2. Termination for Convenience. Either Party may terminatethis Agreement for convenience upon ninety (90)days' prior written notice to the other Party.3. Termination for Cause.a. Either Party may terminate this Agreement for cause ifthe other Party commits a material breach ofthis Agreement and fails to cure such breach within thirty (30)days after receiving written notice ofthe breach from the non-breaching Party.b. Either Party may terminate this Agreement immediatelyupon written notice to the other Party if theother Party becomes insolvent, files for bankruptcy, ormakes an assignment for the benefit ofcreditors.4. Effects of Termination.a. Upon termination or expiration of this Agreement, theCustomer's access to the Platform andServices shall immediately cease, and the Customer shallpromptly return or destroy all ConfidentialInformation of the Provider in its possession or control.b. In the event of termination by the Customer for theProvider's material breach or insolvency, theProvider shall refund to the Customer any prepaid fees forthe remainder of the then-current term,prorated from the effective date of termination.c. In the event of termination by the Provider for theCustomer's material breach or insolvency, theCustomer shall pay to the Provider all outstanding fees andcharges accrued up to the effectivedate of termination.d. Termination or expiration of this Agreement shall notaffect any rights or obligations of the Partiesthat are intended to survive such termination or expiration,including, but not limited to, provisionsconcerning confidentiality, indemnification, limitation ofliability, and dispute resolution.5. Transition Assistance. Upon termination or expiration ofthis Agreement, the Provider shall, upon theCustomer's request and at the Customer's expense, providereasonable transition assistance to theCustomer for a period of up to ninety (90) days tofacilitate the orderly transition of the Services to theCustomer or a third-party service provider designated by theCustomer.11. Indemnification1. Indemnification by the Provider. The Provider shallindemnify, defend, and hold harmless theCustomer/Licensee, its affiliates, and their respectiveofficers, directors, employees, and agents from andagainst any and all claims, demands, actions, suits, proceedings,liabilities, judgments, losses, damages,costs, and expenses (including reasonable attorneys' fees) arisingout of or relating to:a. Any actual or alleged infringement of any third-partyintellectual property rights by the Platform orits use as permitted under this Agreement;b. Any breach of the Provider's obligations, representations,or warranties under this Agreement; orc. Any gross negligence or willful misconduct by theProvider or its employees, agents, orsubcontractors in the performance of this Agreement.2. Indemnification by the Customer/Licensee. The Customer/Licenseeshall indemnify, defend, and holdharmless the Provider, its affiliates, and their respectiveofficers, directors, employees, and agents from andagainst any and all claims, demands, actions, suits, proceedings,liabilities, judgments, losses, damages,costs, and expenses (including reasonable attorneys' fees) arisingout of or relating to:a. Any unauthorized use or misuse of the Platform by theCustomer/Licensee or its employees, agents,or end-users;b. Any breach of the Customer/Licensee's obligations, representations,or warranties under thisAgreement; orc. Any violation of applicable laws, regulations, or third-partyrights by the Customer/Licensee inconnection with the use of the Platform.3. Indemnification Procedure. The indemnified party shallpromptly notify the indemnifying party in writing ofany claim for which indemnification is sought, and theindemnifying party shall have the right to control thedefense and settlement of such claim, provided that theindemnifying party shall not settle any claimwithout the indemnified party's prior written consent (whichshall not be unreasonably withheld,conditioned, or delayed), unless such settlement includes afull and unconditional release of theindemnified party from all liabilities arising out of suchclaim. The indemnified party shall cooperatereasonably with the indemnifying party in the defense ofsuch claim, at the indemnifying party's expense.4. Limitations and Exclusions. Neither party shall be liablefor any claims, damages, liabilities, costs, orexpenses arising from the other party's negligence orwillful misconduct. The indemnification obligationsunder this Section 10 shall survive the termination orexpiration of this Agreement.5. Compliance with Laws. The indemnification provisions inthis Section 10 shall be construed and enforced inaccordance with the laws of the State of Wyoming, USA, andshall not be interpreted or applied in a mannerthat would violate public policy or render any provisionunenforceable.12. Governing Law and Dispute Resolution1. Governing Law. This Agreement shall be governed by andconstrued in accordance with the laws of theState of Wyoming, without regard to its conflict of lawsprinciples. The parties hereby submit to theexclusive jurisdiction of the courts located in Wyoming forany legal proceedings related to this Agreement.2. Dispute Resolution.a. Negotiation. In the event of any dispute, controversy, orclaim arising out of or relating to thisAgreement, the parties shall first attempt to resolve suchdispute through good-faith negotiationsfor a period of thirty (30) days.b. Mediation. If the parties are unable to resolve thedispute through negotiations within the thirty (30)day period, the parties shall submit the dispute to non-bindingmediation administered by a mutuallyagreed upon mediator or, if the parties cannot agree on amediator, by a mediator appointed by theAmerican Arbitration Association (AAA) in accordance withits Commercial Mediation Procedures.c. Arbitration. If the dispute is not resolved throughmediation within sixty (60) days after theappointment of the mediator, the dispute shall be settled bybinding arbitration administered by theAAA in accordance with its Commercial Arbitration Rules. Thearbitration shall be conducted by asingle arbitrator appointed by the AAA, and the arbitrationshall take place in Sheridan, Wyoming.The arbitrator's decision shall be final and binding uponthe parties, and judgment on the awardrendered by the arbitrator may be entered in any courthaving jurisdiction thereof.3. Attorneys' Fees and Costs. The prevailing party in anyarbitration or legal proceeding related to thisAgreement shall be entitled to recover its reasonableattorneys' fees and costs incurred in connection withsuch proceeding.4. Injunctive Relief. Notwithstanding the dispute resolutionprocedures set forth in Section 11.2, either partymay seek injunctive relief or other equitable remedies froma court of competent jurisdiction to prevent orrestrain breaches of this Agreement, without the need topursue other dispute resolution procedures first.5. Waiver of Jury Trial. Each party hereby waives its rightto a jury trial in any legal proceeding arising out ofor relating to this Agreement.6. Limitation Period. No claim or action, regardless of form,arising out of or relating to this Agreement may bebrought by either party more than one (1) year after thecause of action has accrued.7. Survival. This Section 11 (Governing Law and DisputeResolution), as well as any other provisions of thisAgreement that by their nature should survive termination orexpiration, shall survive the termination orexpiration of this Agreement13. Miscellaneous Provisions1. Entire Agreement. This Agreement, including all exhibitsand schedules attached hereto, constitutes theentire agreement between the parties with respect to thesubject matter hereof and supersedes all prior orcontemporaneous agreements, representations, orunderstandings, whether written or oral, relating to suchsubject matter. Technical limitations of AI/OCR technology, failuresor methodology changes of theAssessment Tool, outages of third‑partyservices, and material changes to applicable accessibilitystandards shall each constitute a force‑majeureevent for purposes of this Section 12.6.2. Severability. If any provision of this Agreement is heldto be invalid, illegal, or unenforceable, such provisionshall be reformed or modified to the extent necessary tomake it valid, legal, and enforceable, and theremaining provisions of this Agreement shall remain in fullforce and effect.3. Assignment. Neither party may assign or transfer thisAgreement or any rights or obligations hereunder,whether by operation of law or otherwise, without the priorwritten consent of the other party, whichconsent shall not be unreasonably withheld or delayed. Notwithstandingthe foregoing, either party mayassign this Agreement, in whole or in part, to an affiliateor in connection with a merger, acquisition,corporate reorganization, or sale of all or substantiallyall of its assets without the other party's consent.4. Amendments. No amendment or modification of thisAgreement shall be valid or binding unless made inwriting and duly executed by authorized representatives ofboth parties.5. Notices. All notices, requests, consents, claims, demands,waivers, and other communications hereundershall be in writing and addressed to the parties at theaddresses set forth in this Agreement (or to such other address that may bedesignated by the receiving party from time to time in accordance with thissection). All notices shall be delivered by personaldelivery, nationally recognized overnight courier (with allfees pre-paid), or certified or registered mail (in eachcase, return receipt requested, postage prepaid).Except as otherwise provided in this Agreement, a notice iseffective only (a) upon receipt by the receivingparty, and (b) if the party giving the notice has compliedwith the requirements of this section.6. Force Majeure. Neither party shall be liable for anyfailure or delay in performance under this Agreement(other than for delay in the payment of money due andpayable hereunder) for causes beyond that party'sreasonable control and occurring without that party's faultor negligence, including, but not limited to, actsof God, acts of government, flood, fire, civil unrest, actsof terror, strikes or other labor problems (other thanthose involving the party's employees), computer attacks ormalicious acts, such as attacks on or throughthe internet, any internet service provider, telecommunicationsor hosting facility. Dates by whichperformance obligations are scheduled to be met will beextended for a period of time equal to the time lostdue to any delay so caused.7. Governing Law and Jurisdiction. This Agreement shall begoverned by and construed in accordance withthe laws of the State of Wyoming, USA, without regard to itsconflict of laws principles. Any legal action orproceeding arising under this Agreement shall be broughtexclusively in the federal or state courts locatedin the State of Wyoming, and the parties hereby irrevocablyconsent to the personal jurisdiction and venuetherein.8. Counterparts and Electronic Signatures. This Agreementmay be executed in counterparts, each of whichshall be deemed an original, but all of which together shallbe deemed to be one and the same agreement.A signed copy of this Agreement delivered by facsimile, email,or other means of electronic transmissionshall be deemed to have the same legal effect as delivery ofan original signed copy of this Agreement.9. Relationship of the Parties. The parties are independentcontractors, and nothing in this Agreement shallbe construed as creating an agency, partnership, jointventure, or employment relationship between theparties. Neither party shall have the authority to bind orobligate the other party in any way.10. Waiver. No waiver by any party of any of the provisionshereof shall be effective unless explicitly set forthin writing and signed by the party so waiving. No waiver byany party shall operate or be construed as awaiver in respect of any failure, breach, or default notexpressly identified by such written waiver, whetherof a similar or different character, and whether occurringbefore or after that waiver.11. Headings. The section and clause headings in thisAgreement are for convenience only and shall not beused to interpret or construe the provisions of thisAgreement.12. Survival. The provisions of this Agreement that by theirnature are intended to survive the termination orexpiration of this Agreement, including but not limited toSections 6 (Confidentiality), Section 8 (Warranties& Disclaimers), Section 10 (Indemnification), Section 11(Intellectual Property), Section 12 (GeneralProvisions) shall survive such termination or expiration.