Partner Agreement

1. Parties and Definitions

For the purposes of this Agreement:

• AllAccessible Service means the AllAccessible accessibility platform, software, widgets, dashboards, APIs, and related services as offered to customers, including any successor versions.
• Partner Tier means the partner level (e.g., Referral, Reseller, Agency, Strategic) defined in the Partner Tier Schedule, which sets commercial terms, support entitlements, and certification requirements.
• Sub-Account means an end customer account created by, on behalf of, or referred by Partner that uses the AllAccessible Service.
• Sub-Account Customer means the end-user organization or individual associated with a Sub-Account.
• Customer Terms means the AllAccessible Terms and Conditions applicable to all customers of the Service.
• Marks means the trademarks, service marks, trade names, logos, and other branding of AllAccessible.

2. Appointment and Grant of Rights

Appointment

Subject to the terms of this Agreement, the Company appoints Partner as a non-exclusive partner authorized to:

• Refer prospective customers to the AllAccessible Service
• Resell or facilitate purchase of the AllAccessible Service to Sub-Account Customers
• Provide first-line implementation, configuration, and support services to Sub-Account Customers
• Use approved AllAccessible Marks in connection with the foregoing in accordance with Section 7

The scope of authorized activities depends on Partner Tier as set forth in the applicable Partner Tier Schedule.

Non-Exclusive

This Agreement is non-exclusive. The Company retains the right to engage other partners, sell directly to customers (including those in Partner's market or referral pipeline), and otherwise market the Service without restriction.

No Agency

Partner is an independent contractor. Nothing in this Agreement creates a joint venture, agency, employment, or fiduciary relationship between the parties. Neither party may bind the other to any obligation.

3. Partner Obligations

Partner agrees to:

• Accurately represent the AllAccessible Service truthfully and consistent with the Company's published documentation, pricing, and capabilities. No false or unsubstantiated claims regarding accessibility compliance, AI capability, or product roadmap.
• Comply with all applicable laws, including but not limited to consumer protection, anti-spam (CAN-SPAM Act, CASL, GDPR ePrivacy), data protection (GDPR, CCPA), advertising regulation, and tax law.
• Use Marks only in accordance with Section 7 and any brand guidelines published by the Company.
• Manage Sub-Accounts in accordance with Section 5.
• Provide first-line support to Sub-Account Customers as set forth in Section 6.
• Provide accurate Sub-Account contact information to AllAccessible to enable Service delivery and required notices.
• Promptly forward operational notices from AllAccessible (including notices regarding Plan Adjustments, Overage Charges, Service Version migration, security, and material amendment of Customer Terms) to affected Sub-Account Customers as appropriate.
• Provide periodic activity reports as reasonably requested by the Company, including pipeline status, activation rates, and Sub-Account growth.

Partner shall not:

• Make commitments on behalf of AllAccessible exceeding Partner's authority
• Modify, reverse-engineer, or attempt to circumvent any technical protection of the Service
• Bundle the Service with offerings that compete with AllAccessible without prior written consent
• Use AllAccessible Confidential Information for any purpose other than performance of this Agreement

4. Commercial Terms

Pricing Models

Partner Tiers may include one or more of the following commercial models, set forth in the Partner Tier Schedule:

• Referral Commission: Partner refers customers; AllAccessible bills the customer directly; Partner earns a commission on resulting revenue.
• Reseller Margin: Partner purchases the Service at a wholesale price and resells to Sub-Account Customers at a price determined by Partner.
• Agency Pass-Through: Partner manages billing relationship with Sub-Account Customer; AllAccessible bills Partner; Partner bills Sub-Account Customer separately.
• Strategic Hybrid: Custom commercial terms negotiated separately.

Payment of Commissions and Margins

For Referral Commission and Reseller Margin models, AllAccessible will pay Partner monthly in arrears, within thirty (30) days after the end of each calendar month, on revenue actually received from Sub-Account Customers in that month. Commissions and margins are subject to:

• Refunds and Chargebacks: Commissions and margins are subject to clawback for refunded or charged-back transactions.
• Fraud and Abuse: No commission or margin is payable on transactions deemed fraudulent or in violation of these terms.
• Minimum Threshold: Payments under fifty US dollars ($50) carry over to the following month.

Taxes

Partner is responsible for all taxes (including sales, use, VAT, and similar) arising from Partner's resale activities and Partner's commission/margin income, except for taxes on AllAccessible's net income.

Pricing for Resellers

For Reseller and Agency models, Partner may set its own resale price, provided that:

• Partner does not represent the resale price as the AllAccessible list price
• Partner does not engage in predatory pricing intended to undermine AllAccessible's direct sales channels
• Partner complies with applicable price-display and disclosure laws

Service Tier and Overage Pricing

Sub-Accounts are subject to AllAccessible Service Tiers, Usage Limits, and Overage Charges as set forth in the Customer Terms. Partner is responsible for communicating these to Sub-Account Customers and forwarding any related notices. For Agency Pass-Through accounts, Overage Charges are billed to Partner, who is responsible for collecting from Sub-Account Customer.

Grandfathered Partners

Partners who entered into a partnership prior to December 2025 ("Legacy Partners") may be entitled to grandfathered commission rates and terms as set forth in their original partner registration. Grandfathered terms remain in effect until (a) Legacy Partner accepts an updated Partner Tier Schedule, or (b) Legacy Partner's account is materially modified at Legacy Partner's request, or (c) ninety (90) days after AllAccessible delivers notice of grandfather expiration.

5. Sub-Account Management

Customer Terms Acceptance

All Sub-Account Customers must accept the AllAccessible Customer Terms and Privacy Policy upon Sub-Account creation. Partner is responsible for ensuring this acceptance is obtained, whether through:

• Direct acceptance by Sub-Account Customer at the time of account creation
• Partner's separate agreement with Sub-Account Customer that incorporates the Customer Terms by reference and grants Partner authority to bind Sub-Account Customer to those terms
• Partner's flow-down of Customer Terms via Partner's own service agreement, with terms substantially equivalent to the Customer Terms

Sub-Account Data and Access

For Sub-Accounts created and managed by Partner:

• Partner has administrative access to Sub-Account configuration and data, subject to the Data Processing Addendum.
• AllAccessible delivers operational notices to Partner's billing contact by default, except for security alerts and certain compliance notices that may go to both Partner and Sub-Account Customer.
• Sub-Account Customers retain rights of access, correction, deletion, and other data subject rights in accordance with the Privacy Policy and applicable law. Partner shall facilitate the exercise of such rights.

Notice Forwarding

Partner is responsible for forwarding to Sub-Account Customers any AllAccessible notices that materially affect the Sub-Account Customer's use of the Service, including:

• Plan Adjustment and Overage notices
• Service Version migration and sunset notices
• Material changes to Customer Terms or Privacy Policy
• Security incidents affecting the Sub-Account Customer's data

Aggregated Communications

For Marketing Communications, AllAccessible may communicate directly with Sub-Account Customers in accordance with the Privacy Policy and applicable law. Partner may opt their Sub-Accounts out of such communications via the partner dashboard.

6. Support Responsibilities

Support Tiers

Support responsibilities are split as follows:

• Tier 1 (Initial customer inquiry, basic troubleshooting, configuration assistance) — Partner
• Tier 2 (Technical investigation, bug analysis, complex configuration) — Partner with AllAccessible escalation
• Tier 3 (Engineering escalation, platform issues, code defects) — AllAccessible

Escalation

Partner may escalate Tier 2 issues to AllAccessible support via the partner support channels. AllAccessible response targets follow the applicable Partner Tier Schedule.

Sub-Account Direct Contact

AllAccessible may contact Sub-Account Customers directly when:

• Necessary for security or compliance reasons
• Sub-Account Customer initiates direct contact
• Required for delivery of operational notices Partner has not forwarded
• For Marketing Communications consistent with Section 5

7. Branding and White-Label Rights

Use of AllAccessible Marks

Subject to this Agreement and any brand guidelines, Partner is granted a limited, non-exclusive, non-transferable, revocable license to use AllAccessible Marks solely to:

• Identify Partner as an authorized AllAccessible partner
• Refer to the AllAccessible Service in Partner marketing materials and communications

Partner shall not use Marks in a manner that:

• Implies endorsement beyond the partnership relationship
• Modifies, distorts, or co-brands the Marks without prior written consent
• Suggests that Partner is AllAccessible or an affiliate (as opposed to an independent partner)

All goodwill from use of Marks accrues to AllAccessible.

White-Label and Co-Brand

White-label rights (operating the Service under Partner's brand without visible AllAccessible branding) are available only to Partners with a Partner Tier that explicitly includes such rights. Co-branded experiences may be available at lower tiers as set forth in the Partner Tier Schedule.

Partner's Marks

Partner grants AllAccessible a limited, non-exclusive license to use Partner's name and logo for the purpose of identifying Partner as a partner (e.g., in a partner directory) during the term of this Agreement. Partner may opt out of such use by written notice.

8. Confidentiality

Confidential Information

"Confidential Information" means non-public information disclosed by one party to the other in connection with this Agreement, including business plans, customer lists, pricing, financial information, technical specifications, source code, and any information marked or treated as confidential.

Obligations

Each party agrees to:

• Hold Confidential Information in confidence using at least the same degree of care it uses to protect its own similar information, but no less than reasonable care
• Use Confidential Information only as necessary to perform under this Agreement
• Not disclose Confidential Information to third parties without prior written consent, except to employees, contractors, and advisors with a need to know who are bound by similar confidentiality obligations

Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; (d) is rightfully received from a third party without confidentiality obligation; or (e) is required to be disclosed by law (with prompt notice to the disclosing party where legally permitted).

Survival

Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets, which are protected as long as they qualify as trade secrets under applicable law.

9. Data Protection

Data Processing

The parties acknowledge that performance under this Agreement involves processing of Personal Data. The Data Processing Addendum ("DPA"), made available upon request, forms part of this Agreement and governs such processing.

Roles

Generally, with respect to Sub-Account Customer data:

• AllAccessible acts as a Processor with respect to Sub-Account Customer Personal Data processed in connection with the Service
• Partner may act as Controller or Processor depending on the Partner's role and relationship with the Sub-Account Customer
• Sub-Account Customers themselves may also be Controllers

Sub-Processors

AllAccessible's use of sub-processors is set forth in the Privacy Policy.

Security Measures

AllAccessible maintains administrative, technical, and physical safeguards as described in the DPA. Partner shall maintain reasonable security measures appropriate to the nature of the data processed in connection with this Agreement.

Incident Notification

Each party shall notify the other promptly (and in any event within seventy-two (72) hours, where required by law) of any Personal Data breach involving the other party's data.

10. Service Levels and Availability

Service Availability Target

AllAccessible targets 99.5% uptime for production infrastructure, measured monthly, excluding scheduled maintenance windows.

Maintenance Windows

AllAccessible may perform scheduled maintenance with at least seventy-two (72) hours advance notice, typically outside US business hours.

No Service Credits Under This Agreement

This Agreement does not provide for service credits to Partner. Service credits, if any, are provided to Sub-Account Customers in accordance with the Customer Terms.

Excused Performance

Neither party is liable for delay or failure of performance due to causes beyond reasonable control (force majeure), including but not limited to natural disasters, internet outages, or government action.

11. Warranties and Disclaimers

Mutual Warranties

Each party warrants that:

• It has full authority to enter into this Agreement
• It will perform its obligations in compliance with applicable law
• It will not introduce viruses, malware, or other harmful code into the other party's systems

AllAccessible Warranty

AllAccessible warrants that the Service will materially conform to its published documentation. Partner's exclusive remedy for breach of this warranty is reasonable error correction or, at AllAccessible's option, termination of the affected Sub-Account with refund.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ALLACCESSIBLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF DATA. NO ACCESSIBILITY COMPLIANCE GUARANTEE IS MADE; CUSTOMERS REMAIN RESPONSIBLE FOR THEIR OWN COMPLIANCE WITH APPLICABLE ACCESSIBILITY LAWS.

12. Limitation of Liability

Cap

EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) AMOUNTS PAID OR PAYABLE BETWEEN THE PARTIES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE THOUSAND US DOLLARS ($1,000).

Excluded Damages

NEITHER PARTY IS LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY.

Exceptions to the Cap

The liability cap and excluded damages disclaimer do not apply to:

• Breach of confidentiality obligations under Section 8
• Indemnification obligations under Section 13
• Breach of intellectual property obligations
• Gross negligence or willful misconduct
• Either party's payment obligations

13. Indemnification

By AllAccessible

AllAccessible will defend, indemnify, and hold Partner harmless against third-party claims that the Service, as provided by AllAccessible and used in compliance with this Agreement, infringes valid intellectual property rights. AllAccessible's indemnification obligation excludes claims arising from: (a) Partner's modification of the Service; (b) combination of the Service with non-AllAccessible products; or (c) Partner's breach of this Agreement.

By Partner

Partner will defend, indemnify, and hold AllAccessible harmless against third-party claims arising from:

• Partner's misrepresentation of the Service
• Partner's breach of applicable law (including spam, data protection, advertising laws)
• Partner's misuse of AllAccessible Marks
• Partner's relationships with Sub-Account Customers, except where the claim arises directly from a defect in the AllAccessible Service

Procedure

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) give the indemnifying party sole control of defense and settlement; and (c) provide reasonable assistance at the indemnifying party's expense.

14. Term and Termination

Term

This Agreement begins on the Partner's acceptance and continues until terminated.

Termination for Convenience

Either party may terminate this Agreement upon thirty (30) days written notice.

Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches this Agreement and fails to cure within thirty (30) days of notice
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Engages in fraud, willful misconduct, or material legal violation related to this Agreement

Effect of Termination

Upon termination:

• Partner's authorization to represent or resell the Service ceases
• Each party returns or destroys Confidential Information of the other (subject to legal retention)
• Outstanding payments become due in accordance with Section 4
• Partner ceases use of AllAccessible Marks
• The wind-down procedures in Section 15 apply

Survival

The following sections survive termination: 4 (final payment), 8 (Confidentiality), 9 (Data Protection), 11 (Disclaimers), 12 (Liability), 13 (Indemnification), 15 (Wind-Down), 16 (General).

15. Wind-Down and Data Handoff

Sub-Account Continuity

Upon termination, AllAccessible may, at its discretion:

• Continue serving Sub-Accounts directly under the Customer Terms (with Sub-Account Customer's consent)
• Migrate Sub-Accounts to another partner (with Sub-Account Customer's consent)
• Provide Sub-Account Customers with a reasonable period (no less than thirty (30) days) to migrate elsewhere

Data Export

AllAccessible will provide reasonable assistance to Sub-Account Customers in exporting their data, subject to applicable security and privacy controls.

Commission Tail

For Referral Commission Partners terminated without cause, AllAccessible shall continue paying commissions on revenue from Sub-Accounts referred prior to termination for six (6) months following termination, after which commissions cease. Termination for cause forfeits commission tail.

16. General Provisions

Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Disputes shall be resolved in the federal or state courts located in Wilmington, Delaware, and the parties consent to personal jurisdiction in such courts.

Entire Agreement

This Agreement (including the Partner Tier Schedule, DPA, and any incorporated policies) is the entire agreement between the parties regarding its subject matter and supersedes prior agreements regarding the same subject matter.

Amendment

AllAccessible may amend this Agreement upon thirty (30) days written notice. Continued participation as a Partner after the effective date constitutes acceptance. If Partner objects, Partner's exclusive remedy is termination.

Assignment

Neither party may assign this Agreement without the other's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets.

Notices

Notices to AllAccessible shall be sent to legal@allaccessible.org. Notices to Partner shall be sent to the email address on Partner's account.

Severability

If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect.

Waiver

Failure to enforce any right under this Agreement is not a waiver of such right.

Counterparts and Electronic Acceptance

This Agreement may be accepted electronically (e.g., click-through during partner registration, signed Partner Tier Schedule for higher-tier partners). Electronic acceptance has the same legal effect as a handwritten signature.

Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership (legal sense), joint venture, or employment relationship.

17. Acceptance

By clicking "I Accept" during partner registration, executing a counter-signed Partner Tier Schedule, or otherwise indicating acceptance, Partner agrees to be bound by this Agreement.