USERWAY TERMS OF SERVICE
These Terms govern Your use of the Services when accessed through userway.org or any related UserWay-branded website (collectively, the "Website") or any self-service purchase flow. If You have entered into a separate Master Subscription Agreement or similar agreement with Level Access, Inc. or UserWay, Inc., the terms of that agreement will govern to the extent of any conflict.
Please read these Terms of Service (these "Terms") carefully before using the services offered by UserWay, including all products, features, support, and professional services (collectively, the "Services"). The software, tools, widgets, scanners, and other technology offerings provided by UserWay are referred to as "Products." The Products form part of the Services. Your access to and use of the Services is conditioned on Your acceptance of and compliance with these Terms. You accept these Terms by clicking the “I Accept” or “I Agree” button or checkbox (or a similarly labeled control) presented at sign-up, registration, or checkout, by completing the registration or purchase process, or by accessing or using the Services, whichever occurs first. We may record the date, time, and version of the Terms accepted as evidence of Your acceptance. If You accept these Terms on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind that entity to these Terms, in which case "You" and "Your" refer to that entity.
By accessing or using the Services, You ("You" or "Your", meaning the individual or entity accessing or using the Services) agree to be bound by these Terms and all documents incorporated by reference (collectively, the “Agreement”). If You disagree with any part of these Terms, then You may not use or access the Services. In order to agree to these Terms, You must have the power to enter into a binding contract with us ("Us", "We", "Our", or "UserWay", meaning UserWay Inc. and its affiliates) and not be prohibited from doing so under any applicable law. The Services are not intended for and may not be used by individuals under 18 years of age. By accessing or using the Services, You represent and warrant that You are at least 18 years of age.
Certain features of the Services may have extra rules or terms. Those rules are part of these Terms. If there is a difference between these Terms and other content on the Website, these Terms will apply.
The Services are intended and made available for business and commercial use. By accessing or using the Services, You represent and warrant that You are acquiring and using the Services for purposes relating to Your trade, business, craft, or profession, and not as a consumer, unless You have expressly identified Yourself as a consumer at sign-up. Where You nonetheless qualify as a consumer under applicable law, the consumer-specific provisions of these Terms (including any consumer carve-outs and withdrawal rights) will apply to You to the extent required by that law.
Non-exclusive License
Subject to these Terms, We give You a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license (the "License") to install and use the Products on Your website, web application, or other digital property for which You have obtained a License (each, a "Licensed Site") as allowed under these Terms and any applicable purchase order, checkout confirmation, order summary, or other record of payment for the Services entered into between You and Us (each, a "Purchase Order" or "PO").
You may use the Services only on the Licensed Site and only as permitted by these Terms and the applicable Purchase Order. Each license applies to one Licensed Site unless Your Purchase Order says otherwise. The license gives You the right to use the Products, but it does not give You ownership of them. You may not resell, sublicense, or otherwise make the Services available to any third party (including on a service bureau basis) without Our prior written consent.
Without limiting the generality of the foregoing, You agree not to (and not to allow any third party to):
(i) access, use, sublicense, distribute, or make the Services available except as expressly permitted by these Terms;
(ii) copy, modify, reproduce, adapt, translate, or otherwise create derivative works of the Products or any documentation related thereto;
(iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Products or any part thereof, except as expressly permitted by applicable law in effect in the jurisdiction in which You are located;
(iv) rent, lease, license, sell, assign, or otherwise transfer rights in or to the License, the Services, or any part thereof;
(v) use the trademarks, trade names, service marks, logos, domain names, and other distinctive brand features or any copyright or other proprietary rights associated with the Services for any purpose without the express written consent of UserWay; or
(vi) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Services.
UserWay Services
When You purchase Services from UserWay, You receive a license to access and use them under these Terms. You do not own the Services. Your access to and use of the Services may be limited, suspended, or terminated as described in this agreement, including if UserWay no longer has the rights needed to provide them. UserWay’s Products are designed to help address certain Web Content Accessibility Guidelines (“WCAG”) 2.1 and 2.2 level AA success criteria. The Products do not guarantee full compliance with the WCAG or any other accessibility standard, law, or regulation.
When UserWay's free accessibility widget (the "Free-Widget") is embedded into the Licensed Site, the Licensed Site will make available user-triggered accessibility enhancements enabling the Licensed Site to provide enhanced accessibility functionality for some users once accessibility functions are manually enabled by an end-user of the Licensed Site.
When UserWay's AI-powered accessibility widget (the "AI-Widget") is embedded into the Licensed Site, the Licensed Site may experience accessibility improvements, subject to the limitations and disclaimers set forth in these Terms.
When UserWay's accessibility scanning and monitoring tool (the "Scanner") provides violation reports or instructions for remediation with respect to the Licensed Site being scanned and monitored, and those reports or instructions are followed and implemented by Your administrators or developers, the Licensed Site may achieve improved accessibility in accordance with the provisions of WCAG. Without limiting the foregoing, and for the avoidance of doubt, this applies to code within the scope of the Scanner (HTML) and not to non-HTML items made available on the Licensed Site such as PDF, audio, video, or similar content. If You give Us written notice of an accessibility issue or a failure to meet WCAG, We may provide professional consulting, advisory, and remediation services ("Professional Services") to help address it. To help Us investigate, Your notice must include enough detail to identify the exact part of Your Licensed Site that is affected.
You are solely responsible for implementing Our guidance and any resulting changes to the Licensed Site.
If You review, approve, or implement any remediations, You are responsible for those decisions and outcomes on the Licensed Site.
The Services include AI-powered features ("AI Features"), such as image recognition, text summarization, and chat. These features may use third-party AI providers. AI outputs may be inaccurate, and You are responsible for reviewing outputs before relying on them. Any claims arising from or relating to AI Features are subject to the limitations of liability set forth below.
UserWay Support
We will provide You during regular business hours and via e-mail, chat and video conferencing technical support and assistance in operating the Products. All such Services shall be provided subject to timely payment of support fees and shall be made on a reasonable commercial efforts' basis, depending, among other things, on the severity level of the technical issue reported to Us.
Litigation Support
UserWay may, in its discretion, offer litigation support Services or materials in connection with accessibility-related legal claims or inquiries. Any such Services, if offered, are subject to eligibility requirements, applicable program terms, and availability, and do not constitute legal advice, legal representation, or a guarantee of outcomes. You remain solely responsible for engaging legal counsel and for all legal analysis, strategy, and decisions.
Rules of Conduct
We try to keep the information on Our Website accurate and up to date, but We make no representation or warranty that it is complete, accurate, or current at all times.
You may not use the Services for any unlawful, infringing, defamatory, harassing, abusive, harmful, or spam-related purpose, or in any way that violates the rights of UserWay or any third party, applicable law, regulation, or generally accepted internet standards. We reserve the right to remove content, suspend, or terminate access to the Services, and report suspected unlawful or criminal activity to law enforcement. You understand that We may use content provided by You to provide and maintain the Services, comply with applicable law, and enforce Our policies. You understand that some features use AI and may involve third-party providers. Details about how We process data are in Our Privacy Policy and the Privacy section below. You are responsible for Your content and for ensuring that it does not violate any applicable law or these Terms.
By registering for an account on the Website or using the Services, You will receive transactional and Services-related communications (such as billing notices, security alerts, and service updates), which are part of the Services and are not optional. We will send marketing communications-including newsletters, promotions, and other advertising or promotional content-only where You have affirmatively opted in or where We otherwise have a lawful basis to do so under applicable law. You may withdraw consent or opt out of marketing communications at any time, without affecting Your receipt of transactional or Services communications.
We will collect, use, and disclose Your information in accordance with UserWay's privacy policy available at https://userway.org/privacy (the "Privacy Policy"), which is incorporated herein by reference. Where required by applicable law, We will rely on the lawful bases for processing described in the Privacy Policy.
By accessing or using UserWay Services, You represent and warrant that: (i) You are not located in any country or territory that is the target of comprehensive sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or any other applicable governmental authority; (ii) You are not identified on any applicable restricted or denied party list, including the OFAC Specially Designated Nationals and Blocked Persons List (SDN List), the EU Consolidated Financial Sanctions List, or the UK Sanctions List; and (iii) You will not use the Services in violation of any applicable export control, trade sanctions, or anti-boycott laws or regulations.
Privacy
You have reviewed and agreed to comply with UserWay’s Privacy Policy.
To the extent the Services process personal data subject to the General Data Protection Regulation (EU) 2016/679 (the "GDPR") or similar laws, You are responsible for determining Your role (for example, controller) and ensuring You have provided appropriate notices and obtained any required consents for the Licensed Site and Your use of the Services. Where applicable, UserWay will act as a processor on Your behalf in accordance with the Data Processing Addendum described below.
If You use AI Features, inputs (including images and text) may be processed by third-party AI providers (for example, OpenAI) acting as Our subprocessors for the purpose of providing the Services.
You are solely responsible for ensuring compliance with privacy regulations, laws, and requirements applicable in Your geographical area. This includes, but is not limited to, data protection laws, privacy regulations, and any obligations related to the handling of personal identifiable information.
UserWay explicitly disclaims any responsibility or liability for any violation of privacy regulations or laws committed by You while using the Services. You assume full responsibility for any consequences, legal or otherwise, resulting from the use or misuse of the Services, including the disclosure of personally identifiable information.
Data Processing Addendum. Where UserWay processes personal data or personally identifiable information ("Personal Information") on Your behalf in connection with the Services, the Data Processing Addendum available at https://userway.org/dpa (“DPA”) applies and is incorporated into these Terms by reference. In the event of a conflict between the DPA and these Terms regarding the processing of Personal Information, the DPA will control to the extent of the conflict.
For UserWay Resellers, Affiliates and Partners
By using UserWay’s Services, each reseller, partner, or affiliate represents and warrants that it has obtained all permissions, consents, and other rights necessary to access and use Customer Data, including the Licensed Site accessibility data, reports, usage statistics, personally identifiable information, and any other data needed to provide and manage the Services. Each reseller, partner, or affiliate must comply with applicable privacy and data protection laws and implement appropriate security measures to protect that data.
Payments
These Terms and the Purchase Order (as defined above) together govern the License to use the Services, and the printed and/or electronic user documentation accompanying the Services, and/or maintenance, support or other Services ordered thereunder, and is effective when executed. In any event of a conflict or a contradiction between the terms of the Purchase Order and these Terms, the Purchase Order shall prevail.
Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of these Terms and any collection expenses (including attorneys’ fees) incurred by Us will be included in the amount owed and may be charged to the applicable billing mechanism associated with You. Unless agreed otherwise in the PO, all fees payable hereunder shall be prepaid. Unless agreed otherwise in the PO, all fees payable hereunder, do not include local, state or federal sales, use, excise, personal property, VAT, GST or other similar taxes or duties, including, without limitation, any withholding tax, and any such taxes, to the extent legally applicable, shall be borne and paid by You.
By providing payment details, You authorize UserWay to process Your payment in accordance with Your subscription. If the initial payment attempt is unsuccessful, You grant UserWay permission to make subsequent payment attempts, including reduced amounts and/or utilizing alternative payment methods You have provided, to settle the outstanding balance.
Subscriptions are set to renew automatically using the default payment method provided. If the full subscription amount cannot be processed, UserWay reserves the right to attempt a payment for a smaller amount, reflecting a monthly rate or any other prorated amount, as deemed appropriate.
UserWay is not responsible for any transaction fees, overdraft fees, over-limit fees, or non-sufficient fund fees that might be applied by Your financial institution due to Our charge attempts on Your account.
How to cancel. You can cancel auto-renewal at any time through Your account settings (if available) or by contacting support@userway.org. Cancellation stops future renewals; it does not automatically refund amounts already paid, except where required by applicable law or expressly stated in a refund policy that applies to Your purchase.
Renewal reminders. Where required by applicable law, We will send renewal or trial-ending reminders to the email address associated with Your account.
Free Trial. If You start a free trial, the trial duration and any trial limitations will be as presented at sign-up or in the PO. Unless You cancel before the trial ends, Your subscription will convert to a paid subscription, and You authorize Us to charge the payment method on file for the applicable fees. You may cancel at any time through Your account settings or by contacting support@userway.org.
Refund policy
Where required by applicable law, You may cancel Your subscription within 14 days of the date of commencement of Your subscription to the Services. Your cancellation request should be sent to support@userway.org, and it should include Your full name, the domain name for which the Services cancellation is sought, a copy of the PO, receipt, or payment confirmation. Where applicable law permits, UserWay may charge for the proportionate cost of Services performed prior to cancellation at Your request. Following the previously mentioned 14-day period, You will not be entitled to a refund in lieu of a cancellation request.
EU/UK right of withdrawal (consumers). If You are a consumer in the EU/UK, You may have a legal right to withdraw from Your purchase within 14 days. Where You request that We begin providing the Services immediately, You consent to immediate performance and acknowledge that You may lose Your right to withdraw once the Services are fully performed, as permitted by applicable law.
Except where required by applicable law, once the Products have been used or activated, refunds are generally not available. If You believe an exception applies or there is an issue with the product itself, please contact Us at support@userway.org so We can review Your request and determine the appropriate next steps.
Intellectual Property
The Services and all related content, features, and functionality are owned by UserWay or its licensors and are protected by applicable intellectual property laws. Your license to use the Services does not give You any ownership rights or any right to use UserWay’s names, trademarks, logos, service marks, designs, or other brand features, except as expressly permitted in these Terms.
Some Products include AI-based features. Any use of data You provide or submit through the Services ("Customer Data") for AI or machine learning purposes, including model improvement, will be governed by the Privacy Policy and, where applicable, the DPA. You are responsible for ensuring that any third-party data used in connection with the Services may be used lawfully and without violating any third-party rights or restrictions.
If You submit any feedback, ideas, suggestions, feature requests, or bug reports relating to the Services (“Feedback”), You grant UserWay a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, incorporate, and otherwise exploit that Feedback for any purpose without obligation to compensate, notify, or credit You. For clarity, this license applies only to Feedback and does not apply to any other content or data You submit through the Services.
Links to Other Web Sites
The Services may contain links to third-party websites or Services, or tools that enable You to interact with them. UserWay does not own or control those third-party Services and is not responsible for their content, availability, terms, privacy practices, or conduct. Your use of any third-party website or services is at Your own risk, and, to the fullest extent permitted by law, UserWay is not liable for any loss or damage arising out of or in connection with Your use of, or reliance on, any third-party website or services.
Your use of the Services may also result in third-party fees, such as carrier or data charges, and You are solely responsible for those fees and for complying with any applicable third-party terms. We encourage You to review the terms and privacy policies of any third-party websites or Services You use.
Confidentiality
You will not use or disclose any non-public information You obtain about the Services, including their features, performance, pricing, scanner data, or remediation methods, except as necessary to use the Services in accordance with these Terms. This obligation does not apply to information that is or becomes publicly available through no fault of Yours, or that You are required to disclose by law or legal process.
Termination
We may terminate Your use of the Services for material breach of these Terms upon written notice if such breach remains uncured for thirty (30) days after notice. For termination for any other reason, We will provide at least thirty (30) days' prior written notice. Upon termination, Your right to use the Services will immediately cease. If You wish to terminate the Services, You may simply discontinue using them and provide notice in accordance with the cancellation process described herein. The expiration or termination of these Terms shall not relieve You of any obligation intended to survive under these Terms, nor any obligation to pay the applicable fees under the PO. The Services will renew automatically at the end of the term unless terminated by You thirty (30) days prior to the end of the subscription term. Upon renewal, all terms and conditions of the original Agreement shall remain in full force and effect, except as may be mutually agreed upon by the parties in writing.
Suspension
In addition to Our termination rights, We may suspend or restrict Your access to the Services, in whole or in part, immediately and without liability, if: (i) You fail to pay any amount when due and the failure continues for ten (10) days after notice; (ii) We reasonably determine that Your use of the Services poses a security risk to the Services or any third party, may adversely affect the Services or other users, or may subject Us or any third party to liability; or (iii) We reasonably believe that Your use violates applicable law or these Terms. Where practicable, We will provide notice of the suspension and an opportunity to cure. We will restore access promptly after the circumstances giving rise to the suspension are resolved. Suspension does not relieve You of Your payment or other obligations under these Terms.
Indemnification
To the fullest extent permitted by applicable law, You will defend, indemnify, and hold harmless UserWay, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the “UserWay Indemnified Parties”) from and against any third-party claims, damages, liabilities, settlements, penalties, fines, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: (i) Your breach of these Terms; (ii) Your misuse of the Services; (iii) Your violation of applicable law in connection with the Services; (iv) any representations or statements You make about the Services that are not authorized by UserWay; or (v) Your breach of any privacy or data protection obligations.
UserWay will promptly notify You in writing of any claim for which it seeks indemnification and will cooperate with You, at Your expense, in the defense of that claim. UserWay may participate in the defense with counsel of its own choosing at its own expense.
UserWay may, at its option and expense, assume control of the defense of any claim subject to indemnification by You, provided that: (i) UserWay shall not settle any such claim in a manner that imposes any obligation, restriction, or admission of liability on You without Your prior written consent, not to be unreasonably withheld or delayed; and (ii) You shall have the right to participate in the defense with counsel of Your own choosing at Your own expense.
Disclaimer of Warranties
YOUR USE OF THE SERVICES AND PRODUCTS, AND ANY RELIANCE ON THEM, IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. USERWAY DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. USERWAY MAY MODIFY THE SERVICE AT ANY TIME. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, USERWAY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICE AND PRODUCTS ARE LICENSED ONLY FOR USE ON THE LICENSED SITE FOR WHICH YOU OBTAINED A LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
WITHOUT LIMITING THE FOREGOING, USERWAY DOES NOT WARRANT OR GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY AI OUTPUTS (INCLUDING IMAGE RECOGNITION RESULTS, SUMMARIZATIONS, OR CHAT RESPONSES).
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE SERVICES OR PRODUCTS SHALL BE FOR USERWAY TO USE COMMERCIALLY REASONABLE EFFORTS TO CORRECT, ADJUST, OR REPAIR THE AFFECTED SERVICE OR PRODUCTS.
YOU UNDERSTAND AND AGREE THAT USERWAY’S CUSTOM SITE REMEDIATION (“CSR”) RELIES ON SPECIFIC PATTERNS AND CONDITIONS WITHIN THE LICENSED SITE TO IDENTIFY AND REMEDIATE CERTAIN HTML ELEMENTS. IF YOU CHANGE THE LICENSED SITE AFTER CSR IS DEPLOYED, THOSE CHANGES MAY BREAK OR ALTER THOSE PATTERNS AND MAY CAUSE THE REMEDIATION TO STOP WORKING OR BECOME INEFFECTIVE. ACCORDINGLY, USERWAY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACCESSIBILITY ISSUE, CLAIM, OR ALLEGED VIOLATION TO THE EXTENT IT RESULTS FROM CHANGES MADE BY YOU OR ON YOUR BEHALF TO THE LICENSED SITE AFTER CSR IS DEPLOYED.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USERWAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, REVENUE, PROFITS, BUSINESS, CONTRACTS, OR CUSTOMERS, ARISING OUT OF OR RELATING TO THE SERVICES, THE PRODUCTS, OR THESE TERMS, EVEN IF USERWAY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USERWAY WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR INTERRUPTION ARISING OUT OF OR RELATING TO DATA LOSS, ERRORS, SYSTEM OR NETWORK OUTAGES, SERVICE INTERRUPTIONS, COMMUNICATIONS FAILURES, OR FILE CORRUPTION.
USERWAY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, THE PRODUCTS, OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES YOU PAID TO USERWAY FOR THE APPLICABLE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR US$100 IF NO SUCH FEES WERE PAID.
USERWAY WILL HAVE NO LIABILITY FOR ANY CLAIM TO THE EXTENT ARISING FROM: (A) USE OF A VERSION OF THE SERVICES OTHER THAN THE THEN-CURRENT RELEASE, IF THE CLAIM COULD HAVE BEEN AVOIDED BY USE OF THE THEN-CURRENT RELEASE; (B) YOUR USE OF THE SERVICES IN COMBINATION WITH ANY PRODUCT, SERVICE, SOFTWARE, OR MATERIALS NOT PROVIDED BY USERWAY, IF THE CLAIM WOULD NOT HAVE ARISEN BUT FOR THAT COMBINATION; OR (C) ANY MODIFICATION TO THE SERVICE MADE BY ANY PERSON OR ENTITY OTHER THAN USERWAY, IF THE CLAIM WOULD NOT HAVE ARISEN BUT FOR THAT MODIFICATION.
THE PARTIES ACKNOWLEDGE THAT THE SERVICES ARE COMMERCIAL IN NATURE AND THAT THE LIMITATIONS AND ALLOCATION OF RISK SET FORTH IN THESE TERMS ARE A FUNDAMENTAL BASIS OF THE AGREEMENT. THE LIMITATIONS OF LIABILITY, DISCLAIMERS, AND ALLOCATION OF RISK SET FORTH IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW OR ARBITRAL FRAMEWORK, INCLUDING IN ANY ARBITRATION CONDUCTED UNDER THE ICC RULES OR IN ANY JURISDICTION OUTSIDE THE UNITED STATES.
Customer Acknowledgment
YOU ACKNOWLEDGE THAT: (I) USE OF THE PRODUCTS DOES NOT GUARANTEE THAT NO ACCESSIBILITY CLAIMS OR COMPLAINTS WILL BE MADE REGARDING THE LICENSED SITE; (II) ANY COMMUNICATIONS WITH USERWAY OR ITS REPRESENTATIVES DO NOT CONSTITUTE LEGAL ADVICE; (III) SCANNER REPORTS MAY NOT IDENTIFY ALL ACCESSIBILITY ISSUES, FEATURES, SOLUTIONS, OR VIOLATIONS; AND (IV) ANY PROFESSIONAL SERVICES ARE PROVIDED SUBJECT TO THE DISCLAIMERS AND LIMITATIONS SET OUT IN THESE TERMS.
Arbitration and Class Action Waiver
Agreement to Arbitrate
By using or accessing any of UserWay's Services, You and UserWay agree to resolve any and all disputes, claims, or controversies arising out of or related to these Terms or the use of the Services (collectively, "Disputes") exclusively through binding arbitration, rather than in court, except as otherwise provided herein. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to, all claims arising out of or relating to any aspect of Your relationship with UserWay, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, unless prohibited by law. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and not by any state arbitration law. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this agreement to arbitrate, including any claim that all or any
part of this agreement to arbitrate is void or voidable.
Consumers carve-out. If You are a consumer, then to the extent mandatory consumer protection or other applicable law in Your country or jurisdiction of residence prohibits or limits agreements to arbitrate or waivers of class actions or representative actions, this ‘Arbitration and Class Action Waiver’ Section ("Arbitration Provision") does not limit Your right to bring a claim in the courts of Your country of residence, and consumer protection laws apply to the extent required. By way of example and without limitation, this includes consumers residing in the EU, UK, Canada, and Australia.
Arbitration Process
Before initiating arbitration, the party asserting a Dispute must provide written notice to the other party describing the nature of the claim and the relief sought, and the parties must attempt in good faith to resolve the Dispute informally for a period of thirty (30) days from receipt of that notice. If the Dispute is not resolved within that period, the arbitration will be conducted by the American Arbitration Association (“AAA”) under its applicable rules and: (a) if You are an individual using the Services for personal or non-commercial purposes, the AAA's Consumer Arbitration Rules will apply; and (b) in all other cases, the AAA's Commercial Arbitration Rules will apply; in each case as modified by this Arbitration Provision. The AAA’s rules are available at www.adr.org. For business customers, the arbitration shall be held in the State of Delaware. For consumers, the location of any in-person hearing shall be determined in accordance with the AAA's Consumer Arbitration Rules. If the value of the claim is $10,000 or less, You or UserWay may elect to have the arbitration conducted by telephone or based solely on written submissions.
International Business Customers
For the avoidance of doubt, this “International Business Customers” provision applies only to business customers and does not apply to consumers, who are governed by the consumer carve-out above.
If You are a business customer whose principal place of business is outside the United States, then notwithstanding the foregoing, any Dispute that proceeds to arbitration will be administered by the International Chamber of Commerce (“ICC”) in accordance with its Rules of Arbitration, by one (1) arbitrator appointed under those Rules.
The seat (legal place) of the arbitration will be London, United Kingdom, and the language of the arbitration will be English. For clarity, the governing law set forth in these Terms will apply to any such arbitration, except to the extent otherwise required by applicable law. All other provisions of this Arbitration Provision (including the requirement to attempt informal resolution for thirty (30) days, the Class Action Waiver, the Mass Arbitration provision, the Exceptions to Arbitration, the Costs of Arbitration, and Severability) will continue to apply to You, except that references to the AAA and its rules will be read as references to the ICC and its Rules.
Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction, and the award will be enforceable under the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”).
Class Action Waiver
You and UserWay agree that any Disputes must be resolved on an individual basis, and neither You nor UserWay may bring any claim in a class, consolidated, or representative action. The arbitrator shall not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding. By agreeing to these Terms, You are waiving Your right to participate in a class action or representative lawsuit.
Mass Arbitration
If fifty (50) or more similar arbitration demands are filed against UserWay within a one hundred and eighty (180) day period by or with the assistance of the same law firm, group of law firms, or organization, the AAA's Mass Arbitration Supplementary Rules will apply in addition to the applicable AAA rules. Any applicable statute of limitations will be tolled only for claims that are submitted to the AAA and only for the period during which such claims are held in abeyance pursuant to the AAA’s Mass Arbitration Supplementary Rules.
Exceptions to Arbitration
Notwithstanding the above, You or UserWay may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.
Costs of Arbitration
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. For disputes subject to the AAA Consumer Arbitration Rules, UserWay will pay all AAA filing, administration, and arbitrator fees more than the consumer filing fee set by the AAA's Consumer Fee Schedule. Each party shall bear its own attorneys’ fees and costs, unless the arbitrator determines that the law provides for an award of attorneys’ fees to the prevailing party.
Severability
If any portion of this Arbitration Provision is found to be unenforceable, the unenforceable provision will be severed, and the remainder of the Arbitration Provision will remain in full force and effect. In no event shall the severed provision allow for any class or representative arbitration.
Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Nothing in these Terms shall be construed to limit or exclude the application of mandatory consumer protection, data protection, or other laws of Your jurisdiction of residence that cannot be derogated from by contract under applicable law. Where such mandatory local laws apply, they shall supplement (but not replace) these Terms to the minimum extent required.
To the extent any dispute is resolved in court rather than arbitration, and only if You are a business customer, each party, to the fullest extent permitted by applicable law, waives any right to a jury trial in any action arising out of or relating to these Terms.
Entire Agreement
These Terms, together with the Purchase Order, the Privacy Policy, the DPA, and any other documents expressly incorporated by reference, constitute the entire agreement between You and UserWay regarding the Services and supersede all prior or contemporaneous agreements, representations, and understandings relating to the Services, whether written or oral.
No Waiver; Severability
Our failure to practice or implement any right or provision of these Terms does not mean We waive such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Publications
If You are a business customer, You authorize UserWay and its affiliates to use Your name, logo, and applicable trademarks to identify You as a UserWay customer in customer lists, websites, marketing materials and presentations, unless You notify UserWay in writing that You do not wish to be identified in that manner. UserWay will cease such future use within a reasonable time following receipt of such notice. UserWay will obtain Your prior written consent before using Your name, logo, or trademarks in press releases or public case studies.
If You are an individual consumer, any use of Your name or other identifying information by UserWay for marketing, publications, or customer reference purposes applies only with Your prior written consent. You may withdraw that consent for future use by written notice, and We will stop future use within a reasonable time.
Changes
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If We make material changes, We will provide at least thirty (30) days' prior notice (for example, by posting an updated version on the Website and/or notifying the account owner by email). By continuing to access or use Our Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the updated terms, please stop using the Services and contact us to terminate Your subscription. These Terms will identify the date the Terms were last updated.
Assignment
You may not assign or transfer these Terms or any rights or obligations under these Terms without UserWay's prior written consent. UserWay may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void. These Terms are binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.
Force Majeure
Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, utility or telecommunications failures, cyberattacks, or denial-of-service attacks.
Survival
The following provisions will survive any termination or expiration of these Terms: Intellectual Property, Indemnification, Disclaimer of Warranties, Limitation of Liability, Customer Acknowledgment, Arbitration and Class Action Waiver, Governing Law, No Waiver; Severability, Publications, and any other provision that by its nature is intended to survive.
Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between You and UserWay.
No Third-Party Beneficiaries
These Terms are for the benefit of You and UserWay only. No third party has any right to enforce any provision of these Terms.
Notices
Any notice required or permitted under these Terms must be in writing and will be deemed given when: (a) delivered personally; (b) sent by email to the address associated with Your account (for notices to You) or to legal@userway.org (for notices to UserWay); or (c) one (1) business day after being sent by nationally recognized overnight courier. UserWay may also provide notices by posting on the Website.
Contact
For further information and clarifications, please contact support@userway.org.
Last updated: June 2026