1. DEFINITIONS

In addition to capitalized terms defined throughout this Agreement, the following terms have the meaning set forth below:

1.1 "Accessibility Standards" means WCAG, the Americans with Disabilities Act (ADA), the European Accessibility Act (EAA), and any other accessibility standard, law, regulation, or legal requirement that may be applicable to Customer’s operation of the Customer Website.

1.2 "Add-on" means optional features, services, or functionality available for purchase in addition to Customer's base Plan, including full-site language translations and Professional Services , as described in the Pricing Terms.

1.3 "Affiliate" means an entity that controls, is controlled by, or is under common control with another entity.

1.4 "Annual Plan" means a subscription to the Service billed on an annual Billing Cycle.

1.5 "API" means any application programming interface(s) and associated tools, software, code, materials, and documentation made available by EnableAll to permit Customer to integrate Customer's systems and tools with the Service.

1.6 "Average Sessions" means Customer's average monthly Sessions over a rolling twelve (12) month period (or, if Customer has less than twelve (12) months of history with EnableAll, over the shorter period available), as measured by EnableAll's designated data provider (currently DataforSEO) and in accordance with the Pricing Terms.

1.7 "Block" or "Geo-Block" means implementing technical measures (including firewall rules, WAF/CDN settings, bot protections, IP allow/deny lists, rate limits, authentication walls, or country-based restrictions) that prevent EnableAll's scanners or monitoring systems from accessing Customer Website or portions of it.

1.8 "Customer Content" means any content, materials, data, code, text, images, files, media, and other information that Customer or its users submit to or make available through the Service, or that EnableAll accesses on Customer Website at Customer's direction for purposes of providing the Service or Professional Services.

1.9 "Customer Personnel" means Customer's employees, contractors, subcontractors, agents, and other authorised users whom Customer permits to access the Service under Customer's account.

1.10 "Customer Website" means the specific website(s) and/or domain(s) (and, where applicable, the specific Shopify store installation) for which Customer has purchased and maintains an active subscription to the Service, unless otherwise specified in an Order.

1.11 "Documentation" means any user guides, manuals, onboarding materials, knowledge-base articles, help documentation, and other documentation that EnableAll provides or makes available regarding the Service, as updated from time to time.

1.12 "EnableAll Party" means EnableAll, its Affiliates, and their respective officers, employees, directors, licensors, subcontractors, and agents.

1.13 "End User" means any individual who visits, accesses, or uses Customer Website, including individuals who interact with the Service's accessibility features (such as the EnableAll Assist-Bar).

1.14 "Enhancements" means any updates, upgrades, modifications, improvements, developments, new features, or other enhancements related to the Service, other than new functionality or versions of the Service not generally made available to EnableAll subscribers without payment of additional fees.

1.15 "Out-of-Scope Content" means content types and formats that fall outside the technical scope of the Service's automated remediation capabilities, as described in Clause 2.4 and the Compliance Information page (available to Customers with an EnableAll account), which is incorporated into this Agreement by this reference.

1.16 "Excluded Items" means any items, assets, issues, or deliverables that are expressly excluded from scope in an applicable Order, Statement of Work, Quote, Plan description, or Documentation, including any items described as out-of-scope, excluded, or requiring separate fees.

1.17 "Expenses" means reasonable travel and lodging expenses incurred by EnableAll in providing Professional Services.

1.18 "In-Scope Assets" means the specific pages, templates, components, user flows, files, assets, or other deliverables that are expressly included within the scope of an applicable Order, Statement of Work, Quote, or Plan description for Professional Services.

1.19 "IP Rights" means all patents, rights to inventions, copyright and related rights, moral rights, database rights, brand assets, trade marks and trade names, rights to goodwill and to sue for passing off, rights in designs, rights in Confidential Information (including know-how and trade secrets as defined by applicable law), and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (and rights to apply) for, and renewals and extensions of and rights to claim priority from, such rights and all similar or equivalent rights and forms of protection which subsist or will subsist now or in the future in any part of the world.

1.20 "Losses" means losses, liabilities, damages, fees, costs, and expenses (including court costs and reasonable legal fees).

1.21 "Monthly Plan" means a subscription to the Service billed on a monthly Billing Cycle.

1.22 "Order" means any legally binding ordering or purchasing mechanism by which Customer subscribes to or purchases the Service and/or Professional Services, including (without limitation): (a) an Order Form; (b) a Statement of Work; (c) a Quote accepted by Customer (including by email, click-through, or payment); (d) an online checkout or click-through acceptance; or (e) a third-party marketplace or app store purchase (including the Shopify App Store).

1.23 "Order Form" means a written document (including electronic form) that describes the Service and/or Professional Services purchased, pricing, term, and any additional commercial terms agreed by the parties.

1.24 "Partner" means a third party authorised by EnableAll (via a partnership agreement) to refer, resell, implement, or manage Customer accounts in connection with the Service.

1.25 "Plan" means the subscription tier applicable to Customer for a Customer Website (based on Customer's Average Sessions or a higher-tier Plan manually selected by Customer), which determines the features, Session limits, and included services available to Customer, as set out in the Pricing Rates and Pricing Terms.

1.26 "Pricing Rates" means EnableAll's published pricing table(s) and Plan rates for the Service (including Plan features and Session thresholds), as available at www.enableall.com/pricing (or such successor URL designated by EnableAll), as updated from time to time.

1.27 "Pricing Terms" means EnableAll's pricing terms and policies relating to billing, usage measurement, Plan tiers, upgrades, downgrades, trials, renewals, cancellation mechanics, and Add-on pricing, including the Pricing Rates, as published at www.enableall.com/pricing-terms (or such successor URL designated by EnableAll), as updated from time to time.

1.28 "Privacy Policy" means EnableAll's privacy policy available at www.enableall.com/privacy (or such successor URL designated by EnableAll), as updated from time to time.

1.29 "Professional Services" means any professional services that may be provided by EnableAll, including manual accessibility audits, custom remediation, user testing, accessibility consulting, and training, which may be agreed by accepting a Quote, Statement of Work, or Order Form, and are subject to the Professional Services Terms. For clarity, Professional Services do not include the standard technical support for the Service described in Clause 2.26.

1.30 "Professional Services Subscription" means recurring Professional Services purchased on a monthly, quarterly, or annual basis (including retainers, recurring support hours/days, and recurring audits or reviews), as specified in an Order, Statement of Work, or Quote.

1.31 "Professional Services Terms" means EnableAll's professional services terms available at www.enableall.com/professional-services-terms (or such successor URL designated by EnableAll), as updated from time to time.

1.32 "Quote" means a written quotation (including by email or online checkout) provided by EnableAll describing the scope, pricing, and timing for Professional Services or Add-ons, which Customer may accept as an Order.

1.33 "Service" means the online accessibility management platform, app, widget, website scanner, and other related tools made available by EnableAll to Customer, including any Enhancements. The specific functionality made available to Customer depends on Customer's Plan as set forth in the Pricing Rates.

1.34 "Session" means a single visit to Customer Website by a user, as measured in accordance with the Pricing Terms.

1.35 "Statement of Work" or "SOW" means a document describing the scope, deliverables, assumptions, exclusions, timeline, and fees for Professional Services, which may be accepted by Customer as an Order.

1.36 "Subscription Fees" means the fees payable by Customer for the Service under Customer's Plan, as described in Clause 3 and the Pricing Rates.

1.37 "Third-Party Platforms" means any websites, platforms, applications, software, systems, or materials owned and operated by third parties, including any that Customer elects to integrate or enable for use with the Service (including Shopify and any app stores or marketplaces).

1.38 "WCAG" means the Web Content Accessibility Guidelines published by the World Wide Web Consortium (W3C), including WCAG 2.1 and WCAG 2.2, at the AA conformance level or as otherwise specified by applicable law.

2. SERVICE

2.1 Overview. The Service is provided on a software-as-a-service ("SaaS") basis. EnableAll is a technology provider and does not provide legal advice, legal services, compliance certifications, or guarantees that Customer's website will meet any specific legal requirement in any jurisdiction. When Customer purchases or subscribes to the Service, Customer obtains a license to access and use the Service, rather than ownership of any software or intellectual property. Customer's rights to use the Service are subject to and governed by this Agreement.

2.2 Purpose. The purpose of the Service is to assist Customer in improving the accessibility of Customer's website by implementing changes to increase alignment with WCAG and applicable accessibility laws and regulations.

2.3 Service Components. The Service may include the following components, subject to Customer's Plan:

2.4 Scope Limitations and Out-of-Scope Content:

2.5 No Guarantee Regarding Out-of-Scope Content. The Compliance Information page includes a list of Out-of-Scope Content and a summary of accessibility requirements the Service addresses. EnableAll does not guarantee that these are the only accessibility issues not addressed by the Service. The provision of such information should not be construed as a representation or warranty that accessibility issues not specifically identified have been addressed by the Service.

2.6 End User Data. In providing the Service, EnableAll may process certain information relating to End Users, including IP addresses and URLs visited. Such processing is subject to EnableAll's Privacy Policy and the Data Processing Agreement. Customer is responsible for providing any notices and obtaining any consents required under applicable law in connection with End Users' use of Customer's website and the Service.

2.7 Customer Responsibilities. Customer is responsible for:

EnableAll shall not be liable for any accessibility issues arising from Customer's failure to fulfill these responsibilities.

2.8 Staging, Testing, and Deployment. Unless expressly agreed otherwise in writing, Customer is responsible for testing any remediation, code changes, or recommendations (including in staging or sandbox environments where appropriate) and for deploying changes to production. EnableAll is not responsible for issues arising from Customer’s deployment decisions or changes made outside EnableAll’s control.

2.9 Our Values and Customer Support. EnableAll believes in making the web accessible for everyone. EnableAll values its relationship with Customers. Nothing in this Agreement prevents EnableAll from providing additional support, guidance, or assistance beyond what is required, at EnableAll’s sole discretion.

For the avoidance of doubt, EnableAll is bound only by the obligations expressly set forth in this Agreement. Any additional assistance EnableAll may elect to voluntarily provide to a Customer beyond the requirements of this Agreement will not create any additional obligations on EnableAll. EnableAll reserves the right to cease providing any additional assistance that is not required under this Agreement at its sole discretion, and EnableAll will not be obligated to fulfill any requirements outside of the express terms of this Agreement based on course of dealing or past performance.

2.10 No Guarantee of Compliance. The Service is designed to assist Customer in improving accessibility but does not guarantee compliance with WCAG, the Americans with Disabilities Act (ADA), the European Accessibility Act (EAA), or any other accessibility standard, law, or regulation. Customer's obligations regarding accessibility compliance are set forth in Clause 5.7.

2.11 No Legal Advice. EnableAll does not provide legal advice or legal services, and nothing in the Service, Documentation, or any communications from EnableAll should be construed as legal advice. Customer should consult qualified legal counsel regarding its obligations under applicable accessibility laws.

2.12 Grant. Subject to Customer’s compliance with this Agreement, EnableAll grants Customer a non-exclusive, non-sublicensable, and non-transferable right to access and use the Service in accordance with the Documentation, for its internal business purposes during the Term. The scope of this grant of rights is limited to the particulars set forth in the Order and this Agreement.

2.13 Websites, Domains, and Subscriptions. Unless otherwise agreed in an Order Form, each subscription to the Service is associated with a single website/domain (and, where applicable, a single Shopify store installation). If Customer uses the Service on multiple websites/domains, Customer must purchase and maintain a separate subscription for each such website/domain. Each website/domain subscription may have its own activation date, Billing Cycle, renewal date, and cancellation/pausing timelines based on when it was purchased or activated, unless consolidated under a custom enterprise Order Form.

2.14 API License. EnableAll may make application programming interfaces and associated tools, software, code, materials, and documentation (“APIs”), available that are designed to permit Customer to integrate Customer’s systems and tools with the Service. Subject to Customer’s complete and ongoing compliance with this Agreement, EnableAll grants you a non-exclusive, non-sublicensable, nontransferable, limited, revocable license to internally use the APIs to connect with the Service. You have no right to distribute or allow access to the stand-alone APIs and your rights to the APIs are subject to applicable usage policies, if any.

2.15 Subscription Modifications. Plan determination: Customer's access to the Service and its features corresponds to Customer's Plan. A Customer's Plan is determined by either: (i) Customer's average monthly website sessions over a rolling 12-month period ("Average Sessions"), as measured by EnableAll's designated data provider (currently DataforSEO) and in accordance with the Pricing Rates; or (ii) a higher-tier Plan manually selected by Customer. The session limits and features for each Plan are set forth in the Pricing Rates. Automatic upgrades: If Customer's Average Sessions exceed the session limit of Customer's current Plan, EnableAll will automatically upgrade Customer to the next available Plan tier to ensure uninterrupted Service. Manual upgrades: Customer may manually upgrade to a higher-tier Plan at any time. Upgrades take effect immediately and grant access to the features and session allowance of the new Plan, as published in our Pricing Rates. Pro-Rated fees: The additional fees associated with the upgrade will be charged on a pro-rated basis for the remainder of Customer's current Billing Cycle (monthly or annual, as applicable). Downgrades: Customer may only downgrade to a lower-tier Plan if Customer's Average Sessions are below the session limit of the desired Plan. Downgrades will result in loss of access to certain features and a reduced session allowance. Monthly Plan downgrades take effect at the next Billing Cycle; Annual Plan downgrades take effect at the end of the current annual term. For the avoidance of doubt, downgrades will only occur if initiated manually by Customer; EnableAll will not automatically downgrade Customer if Average Sessions fall below the session limit of Customer's current Plan. Billing Cycle Changes:

Usage disputes: If Customer reasonably disputes the Average Sessions measurement, Customer may submit supporting analytics data to EnableAll for review. EnableAll will consider such data in good faith and adjust the measurement if appropriate.

2.16 IP Rights.

2.16.1. EnableAll IP. Customer acknowledges that all right, title, and interest in and to the Service, API, and Documentation (including all IP Rights) belong to EnableAll or its relevant licensors. Rights in the Service are licensed (not sold) to Customer hereunder, and Customer has no rights in the Service other than the right to use it in accordance with this Agreement.

2.16.2. Customer’s right to use EnableAll’s branding. While Customer remains an active subscriber to the Service, EnableAll grants Customer a non-exclusive, non-transferable, revocable license to use EnableAll's trademark, logo kit, and social media assets (available at www.enableall.com/logo-kit), Inclusive Partner Badge logo kit (available at www.enableall.com/inclusive-partner-badge), and press kit (available at www.enableall.com/newsroom), solely for the purpose of promoting Customer's use of and partnership with EnableAll, in accordance with any brand guidelines EnableAll may publish from time to time at Enableall.com/logo-kit.

2.16.3. Customer IP: EnableAll acknowledges that all right, title, and interest in and to Customer's trademarks, logos, and other intellectual property ("Customer IP") belong to Customer or its relevant licensors. EnableAll will not use Customer IP other than for the purposes of: (a) providing the Service and Professional Services; (b) displaying Customer's logo on EnableAll's corporate website; (c) including Customer in any index, directory, or listing of EnableAll customers or accessible brands; or (d) other purposes as agreed with Customer in writing from time to time. Customer may withdraw consent for the uses described in (b) and (c) at any time by providing written notice to EnableAll.

2.17. Restrictions. Customer will not, and will ensure its users do not, directly or indirectly:

Customer will prevent any unauthorized access to, or use of, the Service and, in the event of any such unauthorized access or use, promptly notify EnableAll.

EnableAll may suspend or terminate access to the Service for Customers or users who have previously been suspended or terminated for breach of this Agreement, or who attempt to access the Service in violation of this Agreement.

2.18. Eligibility. The Service is intended for use by natural persons of the legal age required to form legally binding contracts under applicable law, and in no event by persons under 18. If Customer is a natural person, Customer represents and warrants that they are at least 18 years old.

2.19. Accounts. Customer may invite Customer Personnel to access the Service under Customer’s account. Customer is responsible for all acts and omissions of Customer Personnel and any breach of this Agreement by Customer Personnel will be deemed a breach by Customer. Customer is solely responsible for ensuring that its users’ login credentials (usernames and passwords) remain secure and confidential and will notify EnableAll immediately if it suspects any unauthorized use of any user account. Customer will be fully responsible for any actions taken using its user accounts, and for any acts or omissions of its personnel. If requested by EnableAll, Customer will provide a list of its then-current users within 5 days.

2.20. Feedback. If Customer or its users provide feedback, suggestions, or requests for Enhancements (collectively, “Feedback”), Customer hereby grants EnableAll an unrestricted, perpetual, irrevocable, royalty-free, worldwide license to reproduce, display, perform, modify, transmit, distribute, create derivative works of, and otherwise use the Feedback in any manner, without any right of attribution or accounting.

2.21. Feature Availability. The Service includes various tools and functionality (such as, but not limited to, accessibility code-fixes, toolbar features, scanning, monitoring, and audit capabilities). EnableAll also includes certain support services at no extra cost within its Plans (such as help desk support, litigation response support, accessibility testing, and custom fixes). The specific features and included services available to Customer are determined by Customer's Plan. Certain specialist services, including manual testing, reports, and custom fixes, may be available only on Annual Plans (or as separately purchased Add-ons) due to the specialist work involved, as further described in the EnableAll Pricing Rates and Pricing Terms. Current feature availability and pricing are published in the EnableAll Pricing Rates. EnableAll may add new features or services to the Service or to specific Plans at its discretion. Features may be modified or deprecated with reasonable notice to Customer (generally at least 30 days where practicable); provided, that if EnableAll deprecates a material feature from a Customer's Annual Plan mid-term and Customer does not wish to continue without that feature, Customer may terminate its Annual Plan by providing notice within thirty (30) days of the feature deprecation and EnableAll shall provide a pro-rata refund of any pre-paid unused fees for the remainder of the then current Initial Term or Renewal Term.

2.22. Third-Party Cost Features. EnableAll’s mission is to make accessibility tools broadly available across plans to support genuine inclusion. From time to time, certain features may rely on third-party services that incur variable usage-based costs (for example, sign language capability) (“Third-Party Cost Features”). EnableAll may include Third-Party Cost Features in a Plan at no additional charge for a period of time, subject to fair use and continued availability on commercially reasonable terms from the relevant third party. If EnableAll determines, acting reasonably and in good faith, that continued inclusion of a Third-Party Cost Feature in a Plan is no longer commercially viable (including due to unusually high usage, third-party price increases, or changes in third-party availability or terms), EnableAll may, upon at least thirty (30) days’ notice, do one or more of the following:

If EnableAll removes a Third-Party Cost Feature from a Customer’s Plan mid-term and Customer does not wish to continue without that feature, Customer’s sole remedy is to cancel at the end of the then-current Billing Cycle/term, or where the change materially reduces the Customer’s paid Plan features and EnableAll requires it to take effect earlier than renewal, Customer may exercise any termination right available under Clause 10.12.

2.23. Included Specialist Services Requirements. Where Customer’s Plan includes specialist services (including custom fixes, manual testing, or reports), Customer must provide timely access, information, and written approval to proceed, as reasonably requested by EnableAll. If Customer does not provide the required access, information, or written approval, EnableAll will not be obligated to perform such specialist services and no refunds or credits will be provided for unused specialist services. Unless otherwise stated in the Pricing Terms or Plan description, any included specialist services must be requested and initiated within six (6) months of becoming available under Customer’s Plan, after which they may expire. EnableAll may decline or limit specialist services where the required remediation would involve disproportionate effort, is not technically feasible, or is constrained by third-party systems or Customer custom code; in such cases EnableAll may propose alternative approaches or additional Professional Services.

2.24. Enhancements. Customer acknowledges that it is entering into this Agreement on the basis of the Service as it exists today, and not in reliance upon any requested or anticipated Enhancements. Enhancements are developed and released at EnableAll’s sole discretion. Enhancements will be the sole property of EnableAll, and for avoidance of doubt Customer hereby assigns any right, title, or interest it may otherwise have in any such Enhancements to EnableAll.

2.25. Support.

2.26. Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. EnableAll does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, Customer authorizes EnableAll to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.

2.27. Custom Themes and Customizations. Customer acknowledges that the Service is optimized for standard CMS and ecommerce platform themes (such as standard Shopify themes). Websites with customized themes, bespoke code, or heavily modified templates may contain accessibility barriers that the Service cannot automatically remediate. Such barriers may arise from design choices, custom code, third-party apps that the Service is not yet compatible with or third-party development that the Service has not been configured to address. EnableAll is committed to supporting all Customers. Where issues arise that fall outside the scope of automatic remediation, EnableAll will work with Customer to consider potential solutions where commercially reasonable.

While the Service automatically addresses certain common accessibility issues, some issues — particularly those involving unique site configurations, custom functionality, complex content, or third-party applications — may require additional steps to resolve. These steps may include:

EnableAll shall not be liable for any accessibility issues, claims, or demands, including but not limited to those arising from customizations made by Customer or Customer's developers, or accessibility barriers introduced through bespoke development, third-party applications, or integrations. Customer is responsible for notifying EnableAll of: (a) any significant customizations that may affect the Service's ability to remediate accessibility issues; (b) any areas of Customer's website that do not behave as expected; and (c) any third-party applications that interfere with the functionality of the Service.

Customer's responsibilities and EnableAll's exclusion of liability in relation to Customer modifications are set forth in Clause 5.3.

2.28. Customer Materials. Customer will give EnableAll timely access to Customer Materials reasonably needed for Professional Services (whether included in Customer's Plan or as add-on Professional Services requested by Customer), and if Customer fails to do so, EnableAll's obligation to provide such Professional Services will be excused until access is provided. EnableAll will use Customer Materials only for the purposes specified in Clause 2.16 (Customer IP). Except as otherwise agreed by the parties in writing, Customer may use deliverables resulting from any Professional Services only as part of its authorized use of the Service, subject to the same terms and conditions as set forth herein. As used herein, "Customer Materials" means materials, systems, and other resources that Customer provides to EnableAll in connection with Professional Services.

2.29. Technical Requirements and Compatibility.

Capitalized terms used in this Clause 2.29 (including ‘Block’ and ‘Geo-Block’) have the meanings given in Clause 1 (Definitions).

2.30. Accessibility Statement (Template). EnableAll may provide Customer with a draft/template accessibility statement for use on Customer’s website (“Template Statement”). The Template Statement is provided for convenience and general informational purposes only.

Customer is solely responsible for:

Customer should review the Template Statement with its own legal counsel before publishing. EnableAll makes no warranty or representation regarding the suitability, completeness, or legal or regulatory compliance of any Template Statement for Customer’s specific circumstances.

2.31. Processing Limits. For security and performance reasons, the Service may impose limits on the volume of elements (such as images, links, or dynamic content) that can be processed within a given period. If Customer's Website exceeds these limits, EnableAll may:

EnableAll will use commercially reasonable efforts to notify Customer of any processing limit issues and assist in resolving them.

3. FEES AND PAYMENT

3.1. Subscription Fees: Subscription Fees are determined by Customer's Plan, which is based on Customer's Average Sessions as described in Clause 2.15 and the Pricing Rates. Current Plan pricing is published at www.enableall.com/pricing .

3.2. Billing method: Fees are billed and collected as follows:

3.3. Billing Cycle. Plans are billed in advance on a monthly or annual basis, depending on Customer's selection ("Billing Cycle"). Annual Plans include a discount as set forth in our Pricing Rates.

3.4. Professional Services and Add-Ons. Fees for Professional Services and Add-ons (such as full-site language translations) are as set forth in the Pricing Rates, a Quote (whether provided by document, email, or online), an Order Form, a Statement of Work, or as otherwise agreed. Customer may accept a Quote, SOW, or Order Form by: (i) written or email confirmation; (ii) completing payment via an online checkout link; (iii) purchasing through the Shopify App Store or other third-party platform; or (iv) executing an Order Form appended to this Agreement. By accepting a Quote or Order Form for Professional Services, Customer agrees to the EnableAll Professional Services Terms available at www.enableall.com/professional-services-terms , which are incorporated into and form part of this Agreement. Where applicable, Customer will reimburse EnableAll for Expenses. Expenses are invoiced in arrears. Professional Services may also be purchased as a Professional Services Subscription. Professional Services Subscriptions are billed in advance on the recurring frequency selected (monthly, quarterly, or annual) and renew automatically unless cancelled in accordance with the applicable Order Form/SOW and the EnableAll Professional Services Terms. Professional Services Subscriptions may be cancelled independently of the core Service subscription, in accordance with the applicable Order Form and the EnableAll Professional Services Terms. Professional Services rates (including hourly/day rates) may be published in the Pricing Terms and are confirmed in the applicable Quote or Order Form.

3.5. Custom Pricing. Notwithstanding the published Pricing Rates, EnableAll may offer custom pricing rates to certain Customers with significant web-traffic volume or other unique requirements pursuant to a separate written agreement. Such custom terms will be included within the Customers EnableAll Account directly in EnableAll or within the Shopify App Store (or other third-party app stores) or within a signed Order Form and will take precedent over the standard Pricing Rates to the extent of any conflict.

3.6. Partners and Referrals.

3.7. Third-Party Platform Purchases.

3.8. Pro-Rating. If Customer's Plan is upgraded mid-cycle (whether automatically pursuant to Clause 2.16 or manually by Customer), EnableAll will charge pro-rated fees for the remainder of the current Billing Cycle.

3.9. No refunds. Except as expressly stated in this Agreement (including Clause 5.1) or required by applicable law, all fees are non-refundable and non-cancellable, and Customer is not entitled to any refund or credit for any partial subscription period or unused Services.

3.10. Price Changes. EnableAll may change Subscription Fees by providing notice at least 30 days prior to the start of Customer's next Renewal Period. If Customer does not agree to the adjusted fees, Customer may elect not to renew by providing notice prior to the start of the Renewal Period; certain Plans and Orders may require specific minimum notice periods.

3.11. Discounts and Promotional Pricing. EnableAll may offer discounts or promotional pricing as published in the Pricing Terms or provided in writing. Unless expressly stated otherwise, any discount applies only while Customer remains continuously subscribed without pausing or cancelling and remains on the same Plan tier. If Customer upgrades, downgrades, pauses, cancels, or re-subscribes, Customer may be moved to EnableAll’s then-current rates and offers at that time.

3.12. Late Payment. For invoiced amounts under paragraph 3.2 (c) above, a late payment charge of four percent (4%) per annum above the base rate of the Bank of England (accruing daily and compounded at the end of each calendar month), or the maximum rate allowed by law (whichever is less), will be added to all overdue amounts.

3.13. Currency. All fees are payable in the currency specified at checkout, in the applicable invoice, or as otherwise agreed in writing.

3.14. Taxes. All fees are exclusive of taxes (including value added tax, sales tax, goods and services tax), levies, and duties imposed under applicable law in respect of the Service, but excluding any taxes imposed on EnableAll's income (collectively, "Taxes"). Customer is solely responsible for payment of all applicable Taxes, which shall be added to invoices or charges at the appropriate rate. Customer may not withhold Taxes from fees payable to EnableAll; all payments shall be made in full so that the net amount received by EnableAll equals the amount that would have been received had no withholding been applied. If Customer is required by law to withhold any Taxes, Customer shall gross up the payment so that EnableAll receives the full amount of fees due.

4. TERM AND TERMINATION

4.1. Effective Date. This Agreement will take effect on the date Customer first accesses or uses the Service, including commencement of any Trial (the "Effective Date"). The duration of any Trial is as specified in the Pricing Rates. For enterprise Customers executing a separate Order Form, the Effective Date shall be the date specified in the Order Form or, if none is specified, the date of execution.

4.2. Trials and afterward. Where a free trial is offered, the trial duration and eligibility are described in the Pricing Terms. Unless Customer cancels before trial expiry, Customer will be automatically enrolled into a monthly paid Plan and billing will commence via the billing method associated with Customer’s subscription channel (including Shopify billing where applicable), in accordance with the Pricing Terms.

4.3. Term and Renewal. The initial term of Customer's subscription corresponds to Customer's selected Billing Cycle (monthly or annual) (the "Initial Term"). Unless terminated earlier in accordance with this Agreement, the subscription will automatically renew for successive periods of the same duration (each, a "Renewal Period" and together with the Initial Term, the "Term").

4.4. Enterprise customers: Where Customer has entered into a separate Order Form with a specified term, the term and renewal provisions of that Order Form shall apply.

4.5. Cancellation: Customer may submit a cancellation request at any time, subject to the following terms:

4.6. Uninstallation: Uninstalling the EnableAll app does not constitute cancellation of the subscription. Customer remains responsible for all fees due until the end of the then-current Billing Cycle or annual term, as applicable, unless cancellation is submitted in accordance with Clause 4.5.

4.7. Pause. Customer may request to pause its subscription to the Service (or Professional Services Subscription, if applicable). A pause takes effect at the end of the then-current Billing Cycle or renewal term (monthly or annual, as applicable) and prevents further billing while preserving Customer’s account data and settings. While paused, Customer’s access to paid Service features may be limited or disabled. EnableAll may delete a paused account and associated Customer Data after twelve (12) months of continuous pause, in its discretion, with reasonable notice where practicable, unless retention is required by law or otherwise agreed in writing.

4.8. Termination for cause. Either party may terminate this Agreement immediately by giving written notice to the other party if:

4.9. Suspension. EnableAll may immediately suspend Customer’s access to the Service if: (i) Customer breaches Clause 2.18 (Restrictions) or fails to pay any amount when due; or (ii) EnableAll determines in good faith that such suspension is necessary to avoid possible harm to EnableAll’s, Customer’s, or any third party’s property, systems, or information, to comply with applicable law, or to protect the security, availability, or integrity of the Service.

EnableAll will notify Customer of the suspension and the reason therefor as soon as commercially practicable, and will restore access once the underlying issue is resolved.

4.10. Effect of Termination. Upon the expiration or termination of this Agreement, Customer’s right to access the Service, API, EnableAll applicable IP Rights, and Professional Services will immediately end, and Customer will destroy all copies of Documentation in its possession or control. Furthermore, Customer’s license to the API will cease on expiration or termination of the Agreement; upon such expiration or termination, Customer will uninstall the API. The provisions of this Agreement that by their nature should survive termination will survive, including provisions relating to fees and payment, intellectual property and licenses, confidentiality, data protection, indemnification, disclaimers, limitation of liability, dispute resolution, governing law, and any accrued rights or obligations. Termination or expiration of this Agreement will not affect any already-accrued obligations or liabilities (including Customer’s obligation to pay all fees owed under this Agreement).

5. WARRANTY AND DISCLAIMERS

5.1. Limited Service Warranty. EnableAll undertakes that the Service will perform in material conformance with its Documentation and it will perform any Professional Services in a professional and workmanlike manner. For any breach of such warranty, EnableAll's sole obligation and Customer's sole and exclusive remedy will be for EnableAll to promptly (and at no charge) bring the Service into material conformance or reperform the Professional Services. If the foregoing is not commercially feasible, EnableAll may terminate all or part of the applicable Service or Professional Services and refund any unused, prepaid fees for the terminated portion of the applicable Service or Professional Services. This warranty will not apply to any non-conformance caused by Customer's misuse or modification of the Service, any Third-Party Platforms, or any failures or problems in Customer's own equipment, networks, and systems.

DISCLAIMER OF WARRANTIES. Except as expressly set forth in this Agreement, to the fullest extent permitted by applicable law, each EnableAll Party expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties that may arise out of course of dealing, course of performance, usage, or trade practice. The Service, Professional Services, and Documentation are provided on an "as is", "as available", and "with all faults" basis. No EnableAll Party warrants that: (i) Customer's use of the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components; (ii) the Service, Documentation, or information obtained through the Service will meet Customer's requirements or achieve any intended results; (iii) the Service will be compatible with Customer's systems or Third-Party Platforms; (iv) the Service will be suitable, reliable, available, timely, or accurate; or (v) any errors or defects will be corrected. EnableAll is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that: (1) the Service and Documentation may be subject to limitations, delays, and other problems inherent in the use of such communications facilities; and (2) the Service may contain or offer functionality based on artificial intelligence and machine learning models, and the results of such functionality may contain errors or be inaccurate. Applicable law may not allow the exclusion of certain implied warranties, so some of the above exclusions may not apply to Customer.

5.2. Residual Warranty Limitation. If any of the foregoing disclaimers are unenforceable under applicable law, any residual warranties are limited to 90 days from the date EnableAll first granted Customer access to the Service.

5.3. Customer Modifications. Customer acknowledges that EnableAll's accessibility remediation features rely on specific patterns to identify and repair elements on Customer's website. Any changes to Customer's website (including changes to code, structure, design, content management system, themes, plugins, or third-party integrations) may disrupt or undo accessibility remediation features applied by the Service. EnableAll shall not be responsible or liable for any issues with the Service, including claims, or demands arising from or related to Customer's modification of its website after EnableAll has applied remediation. EnableAll is also not liable for any accessibility issues on Customer’s websites, irrespective of the cause of those issues. Customer remains solely responsible for ensuring the accessibility of its website in accordance with applicable laws, as described in Clause 5.7.

5.4. Out-of-Scope Content. The Service does not address or resolve Out-of-Scope Content. An updated list of Out-of-Scope Content is available to Customers within the Compliance Information page (accessible via Customer's account dashboard). EnableAll may update the Compliance Information page from time to time at its discretion. It is Customer's responsibility to periodically review the Compliance Information page. Addressing or resolving Out-of-Scope Content may require Customer to purchase additional Professional Services from EnableAll or services from other third parties.

5.5. Other accessibility measures. The Service respects any other accessibility measures (including manual accessibility remediation or additional automated remediation tools) that Customer has implemented, continues to implement, or may in the future implement on Customer's website, whether prior to or after installing or using the Service ("Other Remediation Measures"). However, EnableAll cannot guarantee that the Service will not affect, or be affected by, any Other Remediation Measures, nor that the Service will operate as intended in tandem with any Other Remediation Measures. The Service will not override certain Other Remediation Measures, and such Other Remediation Measures will not be corrected or adjusted by the Service, even if they are incorrect or do not comply with applicable Accessibility Standards. Any effect that the Service may have on Other Remediation Measures, or that Other Remediation Measures may have on the Service, is explicitly excluded from any warranties hereunder.

5.6. AI and Machine Learning Limitations. Certain aspects of the Service are based on artificial intelligence and machine learning models. As with any AI-based software, in order for such models to function correctly, they need to encounter functionalities repeatedly across different contexts. If Customer's website includes functionalities that are unique or uncommon, the Service may not be able to remediate them effectively. EnableAll shall not be liable for any failure of the Service to remediate unique, uncommon, or non-standard website functionalities.

5.7. Accessibility Compliance Disclaimer:

5.8. Litigation Support Package (Technical Assistance Only)

5.9. Third-Party Content. The Service may display or make available third-party content or services, or provide links to third-party websites or services ("Third-Party Content"). EnableAll does not own or control Third-Party Content and is not responsible for Third-Party Content, including its accuracy, completeness, timeliness, validity, quality, or any other aspect thereof, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Content. EnableAll does not assume and will not have any liability to Customer or any third party for any Third-Party Content. Third-Party Content and links thereto are provided solely as a convenience to Customer, and Customer's access and use thereof are entirely at Customer's own risk and subject to such third parties' terms and conditions.

6. CONFIDENTIAL INFORMATION

6.1. Definition. “Confidential Information” means any non-public information provided by one party (“Discloser”) to the other party (“Recipient”) hereunder that is either conspicuously identified as confidential or proprietary or should be reasonably understood to be confidential based on the nature of the information or circumstances of the disclosure. Confidential Information includes information regarding a party’s technology, software, websites, pricing, customers, or other business, technical, or financial information. Without limiting the generality of the foregoing, Customer’s Confidential Information includes the Customer Data and EnableAll’s Confidential Information includes the Service and Documentation. Confidential Information does not include information that:

6.2. Protection. Recipient will only use Confidential Information to perform its obligations or exercise its rights under this Agreement. Recipient will not disclose Confidential Information to any individuals or entities except for its and its Affiliates’ officers, employees, agents, and representatives who have a need to know such Confidential Information and who are bound by confidentiality obligations at least as protective as those set forth herein. Recipient will maintain the Confidential Information in confidence using the same degree of care as it uses to protect its own similar information (but no less than reasonable care) and will be liable for any unauthorized use or disclosure of the Confidential Information. The protections set forth herein will continue to apply to any Confidential Information disclosed during the Term for the greater of five years, or so long as such Confidential Information is protected as a trade secret under applicable law.

6.3. Compelled Disclosure. If Recipient is required by a binding order of a governmental agency or court of competent jurisdiction to disclose any Confidential Information of Discloser, Recipient will, if and to the extent legally permitted, provide Discloser with prompt written notice sufficient to allow Discloser an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then Recipient may produce only such Confidential Information as is required by the court order or governmental action.

6.4. Return or Destruction. At Discloser’s request upon termination of this Agreement, Recipient will promptly return or destroy all Confidential Information (including any copies thereof) in its possession or control, except that Recipient may retain:

provided in each case that the obligations of confidentiality hereunder will continue to apply to such retained copies.

6.5. Remedies. Each party agrees that the other party may have no adequate remedy at law if there is a breach or threatened breach of this Clause 6 and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach in addition to any legal remedies available to that party.

7. DATA

7.1. Customer Data. “Customer Data” means any data submitted or provided by Customer to the Service, including without limitation, data pertaining to Customer’s website. Customer Data is owned by Customer and is part of Customer’s Confidential Information. EnableAll will use commercially reasonable safeguards designed to protect Customer Data in its possession or control from any unauthorized use or disclosure. Customer grants EnableAll the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to:

Except for the limited rights granted herein, all IP Rights to Customer Data shall remain solely with Customer. Upon expiration or termination of this Agreement, or upon Customer’s written request where feasible, EnableAll will make Customer Data available for export through the Service’s standard export functionality (if any). EnableAll may refuse or limit exports to the extent:

7.2. AI and Machine Learning. Customer acknowledges that EnableAll may use Usage Data and/or anonymised or aggregated data derived from Customer’s use of the Service (including anonymised or aggregated patterns, structures, and accessibility configurations) to:

EnableAll will not use Customer Personal Data to train general-purpose AI models, and AI/ML training will not be used in a manner that identifies Customer or any individual. For clarity, this restriction does not prevent EnableAll from using anonymised or aggregated data to train or improve models that are used to provide or enhance the Service.

Opt-out. Customer may opt out of AI/ML training by providing written notice to EnableAll. An opt-out applies only to AI/ML training and does not restrict Processing necessary to provide the Service, security, fraud prevention, billing, compliance, or other purposes permitted under this Agreement and the DPA. Opting out may limit certain AI-enabled features of the Service.

7.3. Personal Data. “Personal Data” means any information submitted by or on behalf of Customer to the Service relating to an identified or an identifiable natural person. Each party will comply with all applicable data privacy laws regarding any Personal Data and will provide all reasonable cooperation required to facilitate the other party’s compliance with such laws in connection with the subject matter of this Agreement. Customer will be responsible for ensuring it provides any required notices and obtaining any required consents regarding the submission of Personal Data to the Service. To the extent EnableAll will process Customer Personal Data to provide the Service or services to Customer pursuant to this Agreement, each party will comply with its obligations in the Data Processing Agreement which is incorporated into this Agreement in the Schedule. Customer acknowledges that EnableAll will also process Personal Data as described in its Privacy Policy, available at www.enableall.com/privacy/.

7.4. Usage Data. “Usage Data” means anonymized or aggregated technical or usage data relating to the use and performance of the Service. Usage Data is not Customer Data, and EnableAll may collect, use and disclose Usage Data to improve its offerings and for other legitimate purposes, provided it does not disclose any Usage Data in a manner that identifies Customer or any individual.

7.5. Backups. EnableAll will not be responsible for any loss, destruction, alteration or disclosure of Customer Data, and Customer should make its own backups of important Customer Data. In the event of any loss or damage to Customer Data in EnableAll’s possession, EnableAll’s sole responsibility will be to use commercially reasonable endeavours to restore the latest backup of such Customer Data maintained by EnableAll in accordance with its standard archiving procedure.

8. INDEMNIFICATION

8.1. By EnableAll. EnableAll will indemnify, defend, and hold Customer harmless from and against any Losses Customer may incur in connection with a third-party claim to the extent arising out of a final judgment by any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of such claim that the Service infringes any third party's IP Rights. EnableAll will have no obligation for any such claims arising out of:

If a third-party claim of infringement is threatened or occurs, EnableAll may seek to mitigate damages by modifying the Service to be non-infringing, obtaining a license for Customer to use the Service, or (if neither of the foregoing are commercially feasible) terminating this Agreement and refunding to Customer any unused, prepaid fees. The provisions of this Clause 8.1 set forth EnableAll's exclusive liability, and Customer's exclusive remedy, for any third-party claims of infringement.

8.2. By Customer. Customer will indemnify, defend, and hold harmless each EnableAll Party from and against any Losses any EnableAll Party may incur in connection with any third-party claim to the extent arising out of or relating to:

8.3. Indemnification Procedures. The party seeking indemnification hereunder will:

The indemnified party will have the right to participate at its own expense in the defense and settlement of any claim. Neither party may consent to the entry of any judgment or enter into any settlement that adversely affects the rights or interests of the other party, or that contains any admission of liability or wrongdoing by the other party, without such party's prior written consent, which may not be unreasonably withheld.

9. LIABILITY

9.1. Customer Responsibility. Except as expressly and specifically provided in this Agreement, Customer assumes sole responsibility for results obtained from the use of the Service and the Documentation, and for conclusions drawn from such use. EnableAll shall have no liability for any damage caused by errors or omissions in any information, instructions, scripts, or Customer Content provided to EnableAll by Customer in connection with the Service, Professional Services, or any actions taken by EnableAll at Customer's direction. Customer's sole and exclusive remedy for any failure or non-performance of the Service shall be for EnableAll to use commercially reasonable efforts to correct the Service, or if such correction is not commercially feasible, to terminate the applicable Service and refund any unused, prepaid fees.

9.2. Non-Excludable Liability. Nothing in this Agreement excludes the liability of EnableAll:

9.3 Exclusion of Certain Damages; Limitation of Liability. Subject to Clause 9.2:

For the avoidance of doubt, unless separately agreed by the parties in writing, EnableAll is not liable for any Customer Losses that result from an alleged accessibility issue or any accessibility claims, demands, fines, penalties, damages, settlements, or any other form of payments. EnableAll does not agree to indemnify Customer for any Customer Losses that result from an alleged accessibility issue or any accessibility claims, demands, fines, penalties, damages, settlements, or any other form of payments, irrespective of the reason for the alleged accessibility issue. It is solely Customer’s responsibility to ensure accessibility of its website in accordance with any applicable laws.

9.4. Time Limitation on Claims. Any claim or cause of action arising out of or related to Customer's use of the Service, or this Agreement, must be filed within twelve (12) months after such claim or cause of action arose, or be forever barred. This limitation applies regardless of the form of action, whether in contract, tort, or otherwise.

9.5. Allocation of Risk. Customer acknowledges that the limitations of liability in this Clause 9 reflect the allocation of risk between the parties and form an essential basis of the bargain between the parties. EnableAll would not enter into this Agreement without these limitations on its liability. The limitations in this Clause 9 shall apply notwithstanding any failure of essential purpose of any limited remedy.

9.6. Jurisdiction Variations. Some jurisdictions do not allow the disclaimer or exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to Customer or be enforceable with respect to Customer. In such jurisdictions, the liability of the EnableAll Parties shall be limited to the fullest extent permitted by applicable law.

10. GENERAL

10.1. Notice. Notices will be considered properly received: (i) when delivered, if delivered in person; (ii) one business day after dispatch, if dispatched by an overnight delivery service that provides signed acknowledgment of receipt; or (iii) three business days after deposit in the post, if sent by certified or registered first class mail, postage prepaid, return receipt requested. Notices will be addressed to Customer and EnableAll at the addresses set forth in the Order; or (iv) when sent, if sent by email to the email addresses stated in the Order or to such other address or email address as the receiving party may have specified to the other party in writing; provided that a copy of any legal notices or notices of terminations shall also be delivered via the methods described in (i)-(iii). Either party may update its address for notice by providing written notice to the other party in accordance with this Clause 10.1.

10.2. Governing Law. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

10.3. Class Action Waiver. To the maximum extent permitted by applicable law, Customer agrees that any dispute, claim, or proceeding arising out of or relating to this Agreement, the Service, or Professional Services must be brought in Customer’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, representative, or private attorney general action. Customer waives any right to participate in such actions. If a court determines that this waiver is unenforceable as to a particular claim or request for relief, then that claim or request may proceed only to the extent required by law and the remainder of this waiver will remain in effect.

10.4. Compliance with Law. Each party will comply with all applicable laws and regulations. Customer will comply with all relevant export and import laws in using any Service. Customer's responsibility for accessibility compliance is set forth in Clause 5.7.

10.5. Relationship. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

10.6. Force Majeure. Except for payment obligations, neither party will be liable for any delays or failures to perform to the extent due to a cause beyond such party’s reasonable control, which may include natural disasters or acts of God, strikes or work stoppages, acts of war or terrorism, telecommunications disruptions, pandemics or epidemics, quarantines, or other government orders.

10.7. Trials and Betas. At EnableAll’s sole discretion, EnableAll may offer Customer access to the Service or certain features on a trial, alpha, beta, pilot, or early access basis (collectively, “Trials and Betas”). Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by EnableAll (or, if not designated, thirty (30) days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Customer acknowledges that Trials and Betas may be inoperable, incomplete, or contain bugs, and may include features that EnableAll may never release commercially. Any information regarding Trials and Betas (including features, performance, and availability) is EnableAll’s Confidential Information.

No warranty; no support. Notwithstanding anything else in this Agreement, EnableAll provides no warranty, indemnity, service level commitment, or Litigation Support for Trials and Betas, and Trials and Betas are provided “as is” and “as available” without any express or implied warranties. EnableAll may modify or discontinue any Trial/Beta feature at any time and is not obligated to offer it generally.

Liability cap. To the maximum extent permitted by applicable law, EnableAll’s total aggregate liability arising out of or relating to Trials and Betas will not exceed £50.

Feedback. EnableAll may use any feedback, suggestions, or ideas Customer provides regarding Trials and Betas without any obligation to Customer.

Data. Customer acknowledges that any data entered into Trials and Betas may be permanently deleted upon expiration or termination of the Trial or Beta. EnableAll is not obligated to retain or export such data unless Customer purchases a corresponding paid subscription and such functionality is supported.

10.8. Assignment. Neither this Agreement nor any rights or responsibilities hereunder may be assigned, novated, delegated, or otherwise transferred by Customer without the prior written consent of EnableAll. EnableAll may transfer or assign this Agreement to an Affiliate or to the successor entity in the event of a merger, stock sale, or sale of substantially all assets. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

10.9. Change of Control. A change of control of Customer (including acquisition) does not, by itself, alter Customer’s renewal, cancellation, or payment obligations under this Agreement. A change of control of EnableAll will not affect the enforceability of this Agreement, which will bind and benefit EnableAll’s successors and permitted assigns. Termination rights relating to insolvency or winding up remain governed by Clause 4.8.

10.10. Severability. Should any provision of this Agreement be held to be void, invalid or inoperative, the remaining provisions of this Agreement will not be affected and will continue in effect and the invalid provision will be deemed modified or severed to the least degree necessary to remedy such invalidity.

10.11. Entire Agreement; Waivers. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the parties regarding the subject matter. No waiver of a breach of any provision of this Agreement by either party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving party.

10.12. Modifications. EnableAll may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Renewal Period or Order unless EnableAll indicates an earlier effective date. If EnableAll requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to EnableAll, in which case EnableAll will provide Customer a refund of any pre-paid Fees for the terminated portion of then current term. To exercise this termination right, Customer must notify EnableAll of its objections within 30 days after EnableAll’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. EnableAll may require Customer to click to accept the modified Agreement.

10.13. Third Party Rights. This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

10.14. Conflicts in Interpretation. If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any schedules, exhibits, attachments, addenda, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) any applicable Order Form, Statement of Work, Quote, or other ordering document executed or accepted by the parties (each, an “Order”); (b) for matters relating solely to billing, usage measurement, plan changes, renewals, cancellations, and payment mechanics, the Pricing Terms (and any published pricing rates referenced in the Pricing Terms), but not for other matters related to the Services; (c) for matters relating to Professional Services, the EnableAll Professional Services Terms and the applicable SOW/Order/Quote (as further described in those terms); (d) the terms contained in the body of this Agreement; (e) any schedules, exhibits, attachments, or addenda to this Agreement (including the DPA); and (f) the Documentation.

For avoidance of doubt, the Pricing Terms do not override an Order except to the extent the Order expressly incorporates them or is silent on the relevant billing mechanics.

10.15. Consent to Electronic Communications. By using the Service, Customer consents to receiving certain electronic communications from EnableAll as further described in EnableAll’s Privacy Policy. Please read EnableAll’s Privacy Policy to learn more about EnableAll’s electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that EnableAll sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing. Customer also consents to receive automated notifications regarding product analytics, new features, plan usage, approaching session limits, billing, renewal, and account status.

1. Definitions

1.1. “Controller”, “Commissioner”, “Data Subject”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in Data Protection Laws;

1.2. "Data Protection Laws" means all applicable laws and regulations relating to the Processing of Personal Data, including: (a) the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018; (b) the EU General Data Protection Regulation (EU) 2016/679 (EU GDPR); (c) the Privacy and Electronic Communications Regulations 2003 (PECR); and (d) any other applicable data protection or privacy laws, in each case as amended, superseded, or replaced from time to time.

1.3. “Data Subject Rights” means all rights granted to Data Subjects by Data Protection Laws, including the right to information, access, rectification, erasure, restriction, portability, objection, the right to withdraw consent, and the right not to be subject to automated individual decision-making;

1.4. “International Data Transfer” means any disclosure of Personal Data by an organization subject to Data Protection Laws to another organization located outside the EEA or the UK;

1.5. “SCCs” means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, as amended or replaced from time to time;

1.6. "Personal Data" means any information relating to an identified or identifiable natural person, as defined in applicable Data Protection Laws.

1.7. “Subprocessor” means a Processor engaged by EnableAll to carry out Processing.

1.8.“UK Addendum” means the addendum to the SCCs issued by the UK Information Commissioner under Section 119A(1) of the UK Data Protection Act 2018 (version B1.0, in force March 21, 2022).

2. Scope

2.1. Excluding Section 2.3, this Data Processing Agreement (“DPA”) applies to the Processing of Personal Data by EnableAll as a Processor to provide the Service. Customer is a Controller responsible for determining the purposes and means of Processing Personal Data, and appoints EnableAll as a Processor on behalf of Customer for the limited and specific purposes set forth in the Agreement and this DPA. Customer is responsible for compliance with the requirements of Data Protection Laws applicable to Controllers.

2.2. The subject matter, nature and purpose of the Processing, the types of Personal Data and categories of Data Subjects are set out in Annex I, which is an integral part of this DPA.

2.3. Notwithstanding this DPA, Customer acknowledges that EnableAll is a Controller under the Data Protection Laws in the following circumstances:

2.4. Notwithstanding any provision to the contrary in the Agreement or this DPA, the terms of this DPA shall not apply to EnableAll’s Processing of Personal Data that is exempt from applicable Data Protection Laws.

3. Instructions

3.1. EnableAll will Process Personal Data to provide the Service and in accordance with the Customer’s documented instructions.

3.2. Customer’s instructions are documented in this DPA, the Agreement, and any applicable Statement of Works.

3.3. EnableAll shall immediately inform Customer if, in EnableAll's opinion, an instruction from Customer infringes Data Protection Laws. EnableAll may suspend performance of the relevant instruction until Customer confirms or modifies the instruction.

4. Security and Personal Data Breaches

4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Parties shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.

4.2. EnableAll will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Personal Data.

4.3. EnableAll shall ensure that its employees, agents, subcontractors, and Subprocessors are subject to a duty of confidentiality with respect to Personal Data.

5. Subprocessing

5.1. Customer hereby authorizes EnableAll to engage Subprocessors. A list of EnableAll’s current Subprocessors is available at: www.enableall.com/subprocessors/;

5.2. EnableAll will enter into a written agreement with Subprocessors which imposes the same obligations as required by Data Protection Laws.

5.3. EnableAll will notify Customer at least fourteen (14) days prior to any intended addition or replacement of Subprocessors by: (a) email to Customer's registered contact; or (b) notification via Customer's EnableAll account. Customer may object to the addition or replacement of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Laws by providing written notice detailing the grounds of such objection within thirty (30) days following EnableAll's notification. EnableAll and Customer will work together in good faith to address Customer's objection.

5.4. If the parties cannot resolve Customer’s objection within a reasonable timeframe, Customer may terminate the affected Service by providing written notice to EnableAll.

6. Assistance

6.1. Taking into account the nature of the Processing, and the information available to EnableAll, EnableAll will assist Customer, including, as appropriate, by implementing technical and organizational measures, with the fulfillment of Customer’s own obligations under Data Protection Laws to: comply with requests to exercise Data Subject Rights; conduct data protection impact assessments, and prior consultations with the Commissioner or Supervisory Authorities; and notify a Personal Data Breach.

6.2. EnableAll may charge a reasonable fee for assistance under this Section 6. If EnableAll is at fault, EnableAll and Customer shall each bear their own costs related to assistance.

7. Audit

7.1. Upon reasonable request, EnableAll must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by the Commissioner or a Supervisory Authority or reasonably requested no more than once per every 12 months by Customer, and performed by an independent auditor as agreed upon by Customer and EnableAll. The foregoing shall only extend to those documents and facilities relevant and material to the Processing of Personal Data and shall be conducted during normal business hours and in a manner that causes minimal disruption.

7.2. EnableAll shall promptly notify Customer if it determines that it can no longer meet its obligations under Data Protection Laws. Upon receiving notice from EnableAll in accordance with this subsection, Customer may direct EnableAll to take reasonable and appropriate steps to stop and remediate unauthorized use of Personal Data.

8. International Data Transfers

8.1. Customer hereby authorizes EnableAll to perform International Data Transfers to any country deemed to have an adequate level of data protection by the European Commission or the competent authorities, as appropriate; on the basis of adequate safeguards in accordance with Data Protection Laws; or pursuant to the SCCs and the UK Addendum.

9. Notifications

9.1. Customer will send all notifications, requests and instructions under this DPA to EnableAll via email to [email protected]

9.2. EnableAll will send all notifications under this DPA to Customer’s contact via the email address used to create its account for the Services.

10. Term and duration of Processing

10.1. The Processing will last no longer than the term of the Agreement.

10.2. Customer may request return of Personal Data up to ninety (90) days after termination of the Agreement. Unless required or permitted by applicable law or this DPA, EnableAll will delete all remaining copies of Personal Data in its or its Subprocessors’ possession without undue delay after returning Personal Data to Customer. EnableAll may retain Personal Data to the extent required by law but only to the extent and for such period as required by such law and always provided that EnableAll shall ensure the confidentiality of all such Personal Data. Upon Customer’s written request, EnableAll shall provide written certification of such deletion.

10.3. The Parties agree to cooperate in good faith to enter into additional terms to address any modifications, amendments, or updates to applicable statutes, regulations or other laws pertaining to privacy and information security.