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The following agreement (customized with customer specific contact info) will be sent via DocuSign for execution prior to implementing Accessibly:
This Hold Harmless and Indemnity Agreement (the "Agreement") is entered into as of [Insert Date], by and between:
Between:
Clarity Connect, Inc. (“Provider”)
2019 Production Drive, #102
Apex, NC 27539
(919) 577-9901
And:
Company Name (“Customer”)
123 Street Name
City Name, ST 12345
(800) 555-1212
WHEREAS, the Customer understands and acknowledges that the Accessibly Solution is a third-party automated tool intended to provide certain accessibility enhancements and user controls, but it is not a complete or guaranteed solution for achieving full compliance with the Americans with Disabilities Act (ADA), WCAG standards, Section 508, or any other accessibility laws or guidelines;
WHEREAS, the Customer has been informed that no automated tool, including the Accessibly Solution, can ensure 100% accessibility or prevent claims, demands, or lawsuits related to alleged non-compliance with accessibility requirements;
NOW, THEREFORE, in consideration of the Provider's provision of services related to the Accessibly Solution, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Acknowledgment of Limitations
The Customer acknowledges and agrees that:
A) The Accessibly Solution provides supplemental accessibility features but does not remediate underlying website code, content, or design issues.
B) Full ADA or WCAG compliance requires manual audits, code-level remediation, user testing, and ongoing maintenance beyond what any overlay tool can provide.
C) The Provider makes no representations or warranties, express or implied, that the Customer's website will be fully compliant with the ADA, WCAG, Section 508, or any other accessibility standard solely or primarily through use of the Accessibly Solution.
D) The Provider is not guaranteeing or warranting accessibility compliance, and the Customer remains solely responsible for ensuring its website meets all applicable legal requirements.
2. Scope of Service and Fee
The installation services and any associated fee provided by the Provider are limited exclusively to:
A) Installing and configuring the Accessibly Solution widget on the Customer's website (e.g., adding the script/code snippet and basic setup of widget options).
B) Providing the Customer with access to the functionality and features offered directly by the Accessibly Solution, such as user-facing accessibility controls (e.g., text enlargement, color adjustments, keyboard navigation aids) and any built-in background enhancements provided by Accessibly.
C) Providing access to any reporting or analytics dashboard/features made available within the Accessibly platform (e.g., usage/engagement tracking).
For clarity, the Provider's services and fee do not include, and the Provider will not perform:
The Customer is solely responsible for any ongoing content management, paying for requested code changes, deletions or additions, or additional accessibility work required for their website.
3. Hold Harmless and Indemnification
The Customer agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, actions, lawsuits, losses, liabilities, damages, costs, expenses (including but not limited to reasonable attorneys' fees and court costs), judgments, settlements, or other obligations arising out of or related to:
A) Any allegation that the Customer's website is not compliant with the ADA, WCAG, Section 508, or any other federal, state, or local accessibility law or standard;
B) Any use, installation, configuration, or recommendation of the Accessibly Solution by or on behalf of the Provider;
C) Any third-party claim (including but not limited to claims by individuals with disabilities, advocacy groups, or government entities) alleging discrimination, inaccessibility, or failure to accommodate based on the Customer's website.
This indemnity obligation applies regardless of whether the claim alleges negligence, strict liability, breach of warranty, or any other theory of liability, and survives termination of any related service agreement or relationship between the parties.
4. No Liability for Provider
To the fullest extent permitted by law, the Provider shall not be liable to the Customer for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising from or related to the Accessibly Solution, including but not limited to claims of non-compliance with accessibility laws.
5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.
6. Entire Agreement
This Agreement constitutes the entire understanding between the parties regarding the subject matter herein and supersedes all prior agreements. It may only be amended in writing signed by both parties.
7. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.