Terms of Service
Professional Services Agreement - Ada Access Group LLC
Effective Date: January 1, 2024 | Last Updated: 7/18/2025
These Terms of Service are governed by Florida Statutes Chapter 725 (Professional Service Corporations), Florida Statutes Chapter 605 (Limited Liability Company Act), and applicable provisions of 42 U.S.C. § 12101 et seq. (Americans with Disabilities Act), 29 U.S.C. § 794 (Section 504 of the Rehabilitation Act), and relevant accessibility regulations under Florida Statutes Chapter 282.
1. ACCEPTANCE OF TERMS AND FORMATION OF CONTRACT
These Terms of Service ("Agreement") constitute a legally binding contract between Ada Access Group LLC, a Florida limited liability company ("Company," "we," "us," or "our"), and any individual or entity ("Client," "you," or "your") who accesses our website, requests information, or engages our professional services. By accessing our website at adaaccess.group or engaging our services, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth herein.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Any action arising out of or relating to this Agreement shall be filed only in the state or federal courts located in Broward County, Florida, and you hereby consent and submit to the personal jurisdiction of such courts.
2. SCOPE OF PROFESSIONAL SERVICES
2.1 Accessibility Consulting Services
Company provides professional consulting services in digital accessibility compliance, including but not limited to:
- Website accessibility audits pursuant to Web Content Accessibility Guidelines (WCAG) 2.1 Level AA standards
- Americans with Disabilities Act (ADA) Title III compliance assessments under 42 U.S.C. § 12182
- Section 508 compliance evaluations per 29 U.S.C. § 794d
- Digital accessibility remediation planning and implementation oversight
- Accessibility policy development and staff training programs
- Expert witness services and litigation support in accessibility-related matters
2.2 Service Limitations
Company's services are limited to consultation and advisory functions. Company does not provide legal advice and is not licensed to practice law in Florida or any other jurisdiction. Clients requiring legal counsel should consult with qualified attorneys licensed in their respective jurisdictions.
3. CLIENT OBLIGATIONS AND REPRESENTATIONS
3.1 Information Accuracy
Client warrants and represents that all information provided to Company is accurate, complete, and current. Client shall promptly notify Company of any material changes to provided information that may affect the scope or quality of services.
3.2 Access and Cooperation
Client agrees to provide Company with reasonable access to digital properties, systems, and personnel necessary for service delivery. This includes but is not limited to:
- Administrative access to websites, applications, and content management systems
- Technical documentation, source code access where necessary for evaluation
- Designated point of contact with authority to make accessibility-related decisions
- Timely response to Company requests for information or clarification
3.3 Implementation Responsibility
Client acknowledges that Company's role is advisory in nature. Client retains sole responsibility for implementing recommended accessibility improvements and maintaining ongoing compliance with applicable laws and regulations.
4. COMPENSATION AND PAYMENT TERMS
4.1 Fee Structure
Professional fees are established by separate Service Agreement or Statement of Work ("SOW") executed between the parties. Unless otherwise specified in writing, fees are based on Company's then-current rate schedule and are payable in accordance with Florida Statutes § 558.002 et seq.
4.2 Payment Terms
- Initial Assessments: Fifty percent (50%) of total fee due upon execution of agreement; balance due upon delivery of final report
- Ongoing Services: Monthly fees due in advance on the first business day of each month
- Project-Based Work: Payment schedule as specified in applicable SOW
- Late Payments: Overdue amounts subject to service charge of one and one-half percent (1.5%) per month or the maximum rate permitted by Florida law, whichever is less
4.3 Disputed Invoices
Client must provide written notice of disputed charges within thirty (30) days of invoice date. Undisputed portions of invoices remain due and payable according to standard terms.
5. INTELLECTUAL PROPERTY RIGHTS
5.1 Company Intellectual Property
All methodologies, assessment tools, report templates, training materials, and other intellectual property developed or utilized by Company remain the exclusive property of Company. Client receives a non-exclusive, non-transferable license to use Company-generated reports and recommendations solely for the purpose of implementing accessibility improvements to Client's digital properties.
5.2 Client Content
Client retains all rights to its existing intellectual property. Company disclaims any ownership interest in Client's websites, applications, content, or other digital properties.
6. CONFIDENTIALITY AND NON-DISCLOSURE
Company acknowledges that it may have access to confidential and proprietary information of Client, including but not limited to business plans, financial information, customer data, and technical specifications ("Confidential Information"). Company agrees to:
- Maintain strict confidentiality of all Confidential Information pursuant to Florida Statutes § 688.002
- Use Confidential Information solely for the purpose of providing contracted services
- Implement reasonable security measures to protect against unauthorized disclosure
- Return or destroy all Confidential Information upon termination of services
7. LIMITATION OF LIABILITY AND WARRANTIES
7.1 Professional Standards
Company warrants that services will be performed in a professional manner consistent with industry standards and applicable accessibility guidelines. Company's recommendations are based on current understanding of accessibility requirements under federal and state law as of the date of service delivery.
7.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT IMPLEMENTATION OF ITS RECOMMENDATIONS WILL PREVENT ALL ACCESSIBILITY-RELATED LEGAL CLAIMS OR ENSURE COMPLETE COMPLIANCE WITH ALL APPLICABLE LAWS.
7.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, COMPANY'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT. IN NO EVENT SHALL COMPANY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS INTERRUPTION, OR LEGAL COSTS AND FEES.
8. INDEMNIFICATION
Client agrees to indemnify, defend, and hold harmless Company and its officers, members, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) Client's use of Company's services; (b) Client's failure to implement recommended accessibility improvements; (c) Client's violation of applicable laws or regulations; or (d) Client's breach of this Agreement.
9. TERMINATION
9.1 Termination for Convenience
Either party may terminate ongoing services without cause upon thirty (30) days' written notice. Client remains obligated to pay for all services rendered through the effective date of termination.
9.2 Termination for Cause
Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) files or has filed against it a petition in bankruptcy.
10. DISPUTE RESOLUTION
10.1 Mandatory Mediation
Prior to initiating any legal proceeding, the parties agree to attempt resolution of disputes through mediation conducted by a qualified mediator in Broward County, Florida, in accordance with the Commercial Mediation Procedures of the American Arbitration Association.
10.2 Litigation
If mediation fails to resolve the dispute within sixty (60) days, either party may commence litigation in the appropriate state or federal court located in Broward County, Florida. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs.
11. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performance under this Agreement that is due to an event beyond the reasonable control of such party, including but not limited to acts of God, war, terrorism, natural disasters, government actions, or widespread internet service interruptions ("Force Majeure Event"). The affected party shall promptly notify the other party of any Force Majeure Event and shall use commercially reasonable efforts to minimize the impact of such event.
12. MISCELLANEOUS PROVISIONS
12.1 Entire Agreement
This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
12.2 Amendment
This Agreement may only be amended by written instrument executed by authorized representatives of both parties.
12.3 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.
12.4 Assignment
Client may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any affiliate or in connection with any merger, acquisition, or sale of assets.
13. CONTACT INFORMATION
Legal and Contract Administration
Ada Access Group LLC
Florida LLC Registration No.: [To be filed]
2500 Parkview Drive
Hallandale Beach, Florida 33009
Email: legal@adaaccess.group
Phone: (305) 982-7930
Fax: (305) 982-7931
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors, assigns, heirs, and legal representatives. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed equivalent to original signatures for all purposes.