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These Service Terms (the “Terms”) govern Customer’s purchase and use of the Accessibility on Demand™ service (the “Service”) offered by FileBank. The Service uses a software-as-a-service platform operated by Netra Labs LLC (“Provider”). FileBank resells access to the Service and is Customer’s contracting party under these Terms. Provider is FileBank’s service provider and is not Customer’s contracting party unless Customer separately agrees to a written agreement with Provider.
These Terms and each accepted order, quote, checkout page, or statement of work identifying the Service (each, an “Order”) form the agreement between FileBank and Customer (the “Agreement”). An Order controls over these Terms only for the Service, fees, quantities, subscription term, or other terms it expressly addresses. A data processing addendum, available from FileBank on request, applies to personal-data processing and controls over these Terms to the extent of a conflict concerning that processing.
Only a business, government agency, or nonprofit organization may be a Customer. The individual accepting the Agreement represents that they are authorized to bind Customer. Customer accepts the Agreement by accepting an Order, clicking an acceptance box, creating an account, or using the Service. The Service is not offered for personal, family, or household use.
Customer Data means documents, files, information, and other materials Customer or its users submit to or process through the Service, including personal data contained in them.
Output means a document or other result generated or modified through the Service, including an OCR-processed or remediated PDF, tags, alternate text, bookmarks, reports, and assessment results.
Accessibility Standards means PDF/UA (ISO 14289-1), WCAG 2.1 Level AA, and applicable Section 508 requirements, as relevant to the selected service level and stated in the applicable Order. Assessment against technical standards does not by itself determine legal compliance.
Credits means units purchased by Customer and consumed at the rates stated in Exhibit B or the applicable Order.
Provider means Netra Labs LLC, a Wyoming limited liability company, with an address at 30 N Gould St Ste. R, Sheridan, Wyoming 82801, or a successor service provider identified by FileBank.
The available service levels are:
These scores are targets, not guarantees, unless an Order expressly identifies a score as guaranteed and states the applicable remedy. No score or processing result establishes that a document or Customer complies with any law or standard.
Service targets and processing estimates assume each document has readable, non-corrupted text; standard, non-proprietary formatting; no encryption or password protection; scanned pages at 300 dpi or higher; and logical page orientation (the “Source Quality Standards”). Processing may be limited, delayed, or unsuccessful because of poor source quality, complex or proprietary formatting, unsupported document types, limitations of AI, OCR, the assessment tool, or third-party services, or other events outside FileBank’s reasonable control (“Technical Limitations”). FileBank may reject, suspend, or request a replacement for a document that cannot reasonably be processed and will notify Customer where reasonably practicable.
The Service does not include work beyond the selected service level or the scope in an Order. Customer is responsible for identifying document-specific requirements and reviewing Output before relying on or distributing it. Automated assessment results are not a legal opinion, certification, or substitute for appropriate human review.
During the applicable Order term, FileBank grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for its authorized users to access and use the Service through the web portal or API, as specified in the Order, and to use Output for Customer’s internal business purposes, subject to the Agreement and usage limits in the Order. Customer is responsible for its users’ compliance with the Agreement and for safeguarding account credentials.
Customer will not, and will not permit others to: (a) resell, sublicense, or make the Service available to an unaffiliated third party, except as expressly authorized in an Order; (b) reverse engineer, decompile, or attempt to discover source code or underlying models, except to the extent prohibited by law; (c) interfere with, probe, or circumvent security or usage limits; (d) use the Service to develop or train a competing service or model; (e) upload malware or unlawful, infringing, or unauthorized material; or (f) use the Service in violation of law or a third party’s rights.
Provider operates the underlying platform and may use third-party services and subprocessors to provide it. Provider and its subprocessors may process Customer Data only as necessary to provide, secure, maintain, and support the Service, subject to the applicable data-processing terms. Provider is not a third-party beneficiary of this Agreement and has no direct contractual obligation to Customer under it unless separately agreed in writing.
Customer will pay the fees stated in its Order or displayed and accepted at checkout. Processing is priced by service level and Credits consumed per page as shown in Exhibit B. Credit package sizes, price per Credit, and volume discounts are stated in the accepted Order or at checkout. Unless the Order states otherwise, Credits do not expire and retain their purchased value for future Service use. API integration may require an annual platform subscription fee, user or volume fees, or other charges, as stated in the Order. Custom or enterprise pricing is effective only if stated in a written Order.
Payment method, billing frequency, invoice due date, and any late-payment consequences are stated in the applicable Order or checkout. Customer will pay applicable taxes, duties, and similar governmental charges, excluding taxes based on FileBank’s net income. If Customer disputes an invoice in good faith, it must notify FileBank in writing before the due date, describe the disputed amount and basis, and timely pay all undisputed amounts.
FileBank may change prices for future Orders on at least 30 days’ notice. A price change will not affect Credits already purchased or a committed subscription term, unless an Order expressly provides otherwise. New prices apply only to purchases made on or after the change’s effective date.
Customer must report an alleged processing, billing, or score discrepancy within 30 days after the affected document was processed or the charge was made, as applicable. FileBank will investigate a properly submitted claim within five business days. For a verified incorrect charge or failure to meet a score expressly guaranteed in an Order, FileBank may issue a refund or Credit at its discretion. Any remedy will not exceed the amount charged for the affected pages. This section does not create a score guarantee where the Order does not expressly provide one.
Customer is responsible for: (a) its access to and use of the Service; (b) the accuracy, quality, lawfulness, and rights status of Customer Data; (c) obtaining all notices, permissions, and consents required to submit Customer Data for processing; (d) reviewing and validating Output for its intended use; and (e) determining whether its documents and use of the Service meet its legal, regulatory, contractual, and accessibility obligations. FileBank does not warrant that use of the Service will make Customer or any document compliant with law.
Customer must not submit material it is not authorized to disclose or process. Customer will promptly notify FileBank of suspected unauthorized account access or misuse. FileBank may suspend access to protect the Service, Customer, Provider, or others, or to comply with law. Where practicable, FileBank will give notice and an opportunity to address the issue.
As between the parties, Customer retains its rights in Customer Data. Customer grants FileBank and Provider a limited right to host, reproduce, transmit, modify, and process Customer Data as reasonably necessary to provide, secure, maintain, and support the Service, comply with law, and perform the Agreement. Customer Data will not be used to train general-purpose AI or machine-learning models without Customer’s separate consent. Customer is responsible for maintaining its own copies of source documents and Outputs.
Customer may use Output for its business purposes, subject to third-party rights and the Agreement. As between the parties, FileBank does not claim ownership of Customer Data or Customer’s pre-existing content in Output.
Each party will comply with privacy and data-protection laws applicable to its role and activities under the Agreement. FileBank will require Provider to maintain appropriate technical and organizational safeguards for Customer Data, including access controls, encryption in transit and at rest, and incident-response procedures. FileBank will notify Customer without undue delay after it becomes aware of a security incident involving Customer Data and will provide information reasonably available to FileBank to support Customer’s response.
Where FileBank or Provider processes personal data on Customer’s behalf, the data processing addendum made available by FileBank governs that processing, including the parties’ roles, processing instructions, retention, security commitments, subprocessors, assistance with data-subject requests, and return or deletion of data. If no DPA is available, Customer must not submit personal data until the parties have agreed in writing on applicable data-processing terms.
A current list of Provider’s subprocessors is available from FileBank on request. FileBank will provide notice of material changes to that list as required by the applicable DPA.
Customer Data will be retained only as reasonably necessary to provide the Service, comply with law, or as stated in the applicable DPA or Order. On termination or Customer’s written request, FileBank will arrange for Customer Data to be returned or deleted in accordance with the applicable DPA, subject to legal retention requirements and routine backup-deletion cycles.
FileBank, Provider, and their licensors retain all right, title, and interest in the Service, software, models, documentation, and related technology, including all intellectual-property rights. No ownership of the Service transfers to Customer. Customer retains its rights in Customer Data and may use Output for its business purposes as provided in Section 6.1.
Customer grants FileBank and Provider a non-exclusive, worldwide, royalty-free right to use feedback Customer provides about the Service. This right does not include Customer Data.
The Service may include third-party software or components subject to additional license terms. FileBank will make applicable terms available where required, and Customer will comply with those terms.
Confidential Information means information disclosed by or on behalf of one party to the other in connection with the Agreement that is marked confidential or reasonably should be understood to be confidential. It includes business, technical, financial, security, and Customer Data information. It excludes information the recipient can show: (a) is public without breach of the Agreement; (b) was lawfully known without a confidentiality duty before disclosure; (c) was lawfully received from a third party without a confidentiality duty; or (d) was independently developed without use of the discloser’s Confidential Information.
The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, professional advisers, contractors, and service providers who need to know it and are bound by confidentiality obligations. The receiving party may disclose information as required by law, after giving notice where legally permitted and reasonably cooperating with efforts to limit disclosure. On request or termination, it will return or destroy Confidential Information, except for copies retained under routine backups or as required by law; retained information remains protected by this section.
These confidentiality duties continue for five years after termination. Personal data will be protected for as long as required by applicable law, and trade secrets for as long as they remain trade secrets.
FileBank will use commercially reasonable efforts to make the Service available. The monthly availability objective is 99.5%, excluding scheduled maintenance and unavailability caused by Customer, third-party systems outside FileBank’s reasonable control, or force majeure. Scheduled maintenance will be announced at least five days in advance where practicable. No service-availability credit applies unless an Order expressly provides one.
Automated Standard and Enhanced processing typically initiates promptly after submission and is targeted at less than one minute per page per document. Expert Review for a single document is targeted for completion within one business day. For high-volume submissions, FileBank will provide an estimated timeline within one business day after assessing volume and complexity. Rush processing may be available for additional fees stated in an Order. These are estimates, not guaranteed completion times unless an Order expressly provides otherwise.
Support is available through info@filebankinc.com or 800-625-7163 during business hours, 8:00 a.m.–6:00 p.m. Eastern Time, Monday through Friday, excluding holidays. Initial response targets are one business hour for Severity 1 (critical), four business hours for Severity 2 (major), and one business day for Severity 3 (minor). These are response targets, not resolution times.
FileBank or Provider may update the Service. FileBank will give notice, where reasonably practicable, of a material change that materially reduces core functionality. FileBank may suspend or discontinue a feature where necessary for security, legal compliance, or Provider availability.
Each party represents that it has authority to enter into the Agreement. FileBank warrants that it has the rights necessary to provide Customer access to the Service as described in the applicable Order. Any other express service commitment must appear in an Order.
EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICE AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, FILEBANK DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FILEBANK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE FROM ALL THREATS; THAT EVERY ERROR WILL BE CORRECTED; OR THAT ANY OUTPUT WILL ACHIEVE A PARTICULAR ACCESSIBILITY SCORE OR SATISFY A PARTICULAR LAW OR STANDARD. AUTOMATED OUTPUT AND ASSESSMENT RESULTS MAY REQUIRE HUMAN REVIEW.
FileBank will defend Customer against a third-party claim alleging that Customer’s authorized use of the Service infringes that third party’s intellectual-property rights, and will pay damages and reasonable legal fees finally awarded or amounts agreed in a settlement approved by FileBank. FileBank has no obligation to the extent a claim arises from: (a) Customer Data or materials supplied by Customer; (b) use contrary to the Agreement or an Order; (c) modification not made by FileBank or Provider; (d) combination with items not supplied or approved by FileBank where the claim would not otherwise exist; or (e) continued use after FileBank makes a non-infringing replacement or workaround available. If such a claim arises or is likely, FileBank may procure continued use, modify or replace the affected Service, or terminate the affected Service and refund prepaid fees for the unused portion of the affected subscription term. This section states FileBank’s entire liability and Customer’s exclusive remedy for such claims.
Customer will defend FileBank, Provider, and their respective affiliates and personnel against third-party claims arising from Customer Data, Customer’s unlawful use of the Service, or Customer’s material breach of Sections 3.3 or 5, and will pay damages and reasonable legal fees finally awarded or amounts agreed in a settlement approved by Customer.
The party seeking indemnity will give prompt written notice of the claim. Delay relieves the indemnifying party only to the extent materially prejudiced. The indemnifying party may control the defense and settlement and will receive reasonable cooperation at its expense. It may not settle a claim in a manner that admits fault by, imposes non-monetary obligations on, or fails to unconditionally release the indemnified party without that party’s prior written consent, not unreasonably withheld.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO FILEBANK FOR THE AFFECTED SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. This cap applies to all claims, including indemnity claims, regardless of theory of liability. It does not limit Customer’s obligation to pay fees properly due or liability that applicable law does not permit to be limited.
The Agreement takes effect when Customer accepts it and continues while Customer has an active account, Order, or unused Credits, unless terminated under this section. An annual subscription begins and renews only as stated in the applicable Order. If the Order provides for automatic renewal, it renews for successive one-year terms unless either party gives at least 60 days’ notice before the current term ends. Either party may terminate the Agreement for convenience on 90 days’ written notice, subject to any non-cancellable subscription commitment in an Order.
Either party may terminate the affected Order or Agreement for material breach if the other party fails to cure within 30 days after written notice. Either party may terminate immediately by written notice if the other party becomes insolvent, enters bankruptcy proceedings, or makes an assignment for the benefit of creditors, to the extent permitted by law. FileBank may suspend access immediately if reasonably necessary to address a security threat, unlawful use, or material risk to the Service, or if Customer fails to pay undisputed amounts after notice and a reasonable opportunity to cure.
On termination, Customer’s right to use the Service ends and Customer will pay fees accrued through the effective date. FileBank will arrange return or deletion of Customer Data under Section 6.3. Prepaid subscription fees will be refunded only as expressly stated in an Order or this Agreement. Credits do not expire, but the applicable Order must state how unused Credits are handled if Customer’s account or Service access ends.
The Agreement is governed by the laws of the State of Wyoming, excluding its conflict-of-laws rules. The parties will first attempt in good faith to resolve a dispute through negotiation for 30 days after written notice of the dispute. If unresolved, they will attempt non-binding mediation with a mediator mutually selected or appointed by the American Arbitration Association (AAA). If mediation does not resolve the dispute within 60 days after appointment of the mediator, the dispute will be finally resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules, before one arbitrator, in Sheridan, Wyoming. The arbitrator may award relief available under applicable law. Judgment on the award may be entered in a court with jurisdiction.
Either party may seek temporary or emergency injunctive relief from a court of competent jurisdiction to protect its confidential information, intellectual property, or security interests pending arbitration. Subject to that exception and proceedings to enforce an arbitration award, the parties consent to the state and federal courts located in Wyoming. The prevailing party in arbitration may recover reasonable attorneys’ fees and costs if the arbitrator determines an award is appropriate under applicable law.
Changes. FileBank may revise these Terms by posting an updated version and giving notice as required by law. Changes apply prospectively from the stated effective date and do not alter an existing Order unless the parties agree in writing. If Customer does not agree to a material change, it must stop using the Service before the change takes effect. Continued use after that date constitutes acceptance.
Notices. Notices to FileBank must be sent to info@filebankinc.com and to FileBank, Inc., 23 Thornton Road, Oakland, NJ 07436. FileBank may send operational and legal notices to the email address associated with Customer’s account. Notices are effective upon receipt, except account notices, which are effective when sent if FileBank does not receive an undeliverable notice.
Assignment. Customer may not assign the Agreement without FileBank’s prior written consent, except to an affiliate or successor in a merger or sale of substantially all its assets, provided the assignee is not a competitor and agrees in writing to be bound. FileBank may assign the Agreement to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets.
Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, government action, labor disputes, widespread network or power outages, cyberattacks, or third-party service failures, except that this does not excuse payment obligations for amounts already due. The affected party will use reasonable efforts to mitigate the event and resume performance.
Entire agreement; severability; waiver. The Agreement, including each Order and applicable DPA, is the entire agreement concerning the Service and supersedes prior agreements on that subject. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. A waiver must be in writing and applies only to the specific instance waived.
Independent parties; no third-party beneficiaries. The parties are independent contractors. The Agreement creates no partnership, agency, joint venture, or employment relationship, and neither party may bind the other. No person other than the parties has rights under the Agreement, except the persons expressly indemnified under Section 10.
Electronic acceptance. Customer agrees that electronic acceptance and records satisfy any requirement for a writing or signature. The person accepting represents that they are authorized to bind Customer.
Assessment tool. The current assessment tool is axes4 PDF Accessibility Checker, or a replacement industry-standard tool designated by Provider. FileBank will identify a material tool change through the Service or an account notice where reasonably practicable. Tool changes may affect reported scores.
Standards and categories. Assessment evaluates PDF/UA (ISO 14289-1) and WCAG 2.1 Level AA criteria to the extent supported by the tool. The assessment may include document structure, text alternatives, reading order, metadata and language, keyboard access, navigability, readability, predictability, input assistance, and compatibility.
Calculation and results. For each standard, the reported score is calculated as: (Total Checks − Failed Checks) ÷ Total Checks × 100. Results classify items as Passed, Warning, or Failed. Warnings identify items requiring review. How warnings affect the total check count and score depends on the assessment tool’s methodology. A reported score is a technical assessment under the tool’s methodology, not a certification or conclusive determination of legal compliance. Reports will identify category results and warnings or errors generated by the tool, where available.
The price per Credit, package sizes, and volume discounts are those shown in Customer’s accepted Order or checkout at the time of purchase. An API subscription fee, if applicable, will be separately stated in the Order. One Credit is consumed per page for Level 1, six Credits per page for Level 2, and forty Credits per page for Level 3, subject to any Order-specific terms.
