Agreement Parties
MASTER SERVICES AGREEMENT & COMPLIANCE INFRASTRUCTURE CONTRACT
BETWEEN: Ranzo Tech LLC, Owner and Operator of ADAProCompliance.com (herein referred to as the "Provider")
AND: The Client entity executing the corresponding Order Form (herein referred to as the "Client").
Definitions & Scope of Proprietary Infrastructure
"Provider Digital Solution" means the cloud-hosted software layer, automated optimization systems, continuous monitoring tools, and accessibility modifications executed in real-time on the Client's interface via the integration of a proprietary JavaScript line of code.
"Integrated Solution" means the global algorithmic and proprietary coded execution architecture provided by the Provider to be embedded within the structural parameters of the Client’s enterprise web-template header or footer modules to dynamically initialize and run the Provider Digital Solution.
"Client Content" means all user-generated, third-party, or manually injected data packets, assets, and layouts rendering on the Client's digital domain, including but not limited to structural text matrices, rasterized image arrays, external automotive inventory data feeds, asynchronous video arrays, interactive form scripts, logical calculators, vehicle pricing algorithms, and independent binary file downloads.
Comprehensive Allocation of Structural Liability
The Client explicitly acknowledges, understands, and covenants that the Provider is an automated architectural software utility and programmatic infrastructure monitoring entity, not a content generation, content auditing, or editorial design agency.
2.1 Absolute Liability for Frontend Meta-Data and Asset Description Arrays: The Client retains 100% sole, absolute, and non-transferable liability for the programmatic existence, logical contextual accuracy, and runtime deployment of all descriptive textual inputs required by screen-readers and assistive technologies. This includes, but is not limited to:
- Compiling, formatting, and embedding contextually valid Alternative Text ("Alt-Text") parameter structures for all localized vehicle photos, promotional banners, and user-interface icons.
- Formulating explicit structural title attributes, descriptive input labels, video audio-transcripts, and Accessible Rich Internet Applications (ARIA) label identifiers for interactive systems and dynamic forms.
2.2 Asynchronous and Post-Deployment Asset Modifications: The Provider bears zero operational or structural responsibility for any Client Content uploaded, altered, appended, or injected into the digital storefront by the Client, its internal staff, or third-party web template syndication networks following the initial runtime activation of the Integrated Script.
2.3 Document Vector and External Binary Stream Limitations: The Client is solely responsible for ensuring that all standalone media downloads or PDF documents are saved as machine-readable, text-searchable vectors. The Provider Digital Solution does not parse, modify, or structurally remediate detached or uncompiled document links.
Safe Harbor Protocol and Mandatory Cooperation
3.1 Strict Statutory Mitigation Notice Requirement: If the Client receives any formal or informal Title III ADA demand letter, state civil regulatory notice, or formal judicial lawsuit alleging digital accessibility non-compliance, the Client must transmit a full, unredacted copy of the notice to the Provider via registered mail within forty-eight (48) business hours of initial receipt. Failure to provide notice within this timeframe immediately nullifies all Provider obligations.
3.2 Safe Harbor Structural Remediation Window: If the alleged accessibility barrier involves a systemic programmatic failure inside the core architecture of the Provider Digital Solution, the Provider shall investigate, isolate, and push an optimization patch to the cloud-hosted system layer within seventy-two (72) hours of validated receipt of notice, at zero supplemental cost to the Client.
3.3 Content-Deficiency Indemnity Exclusions: If the third-party demand or litigation stems from missing asset tags, uncaptioned media, unreadable dynamic calculators, or any other deficiency in Client Content, the Client shall retain full, exclusive responsibility for legal defense selection, litigation costs, settlement outlays, and statutory damages.
Provider Guarantee & Indemnification Limits
4.1 Comprehensive Client Indemnification: The Client agrees to indemnify, defend, and hold completely harmless the Provider, its parent corporations, subsidiaries, corporate executives, and software engineers from and against any and all losses, liabilities, claims, actions, judgments, settlements, administrative fines, legal costs, or expenses (including reasonable, billable attorneys' fees) arising out of third-party claims alleging website inaccessibility due to deficiencies in Client Content, post-deployment interface modifications, or failures to populate proper asset metadata tags.
4.2 Sole and Exclusive Remedy & Money-Back Refund Guarantee: The Provider operates under a strict compliance assurance framework. If a court of competent jurisdiction issues a final, non-appealable judgment finding that an active digital accessibility violation was caused solely and directly by an engineering defect within the proprietary software architecture of the Provider Digital Solution, the Provider’s sole and exclusive liability and the Client's absolute limit of legal remedy shall be the issuance of a one-hundred percent (100%) refund of the fees actually paid by the Client to the Provider during the specific active billing period.
4.3 Absolute Limitation of Remedial Recovery: Under no circumstances shall the Provider be obligated, forced, or required to pay, reimburse, or contribute to any external legal fees, defense partner retainers, statutory or punitive damages, third-party plaintiff settlement sums, court costs, or operational damages. The maximum total remedy available to the Client under any legal theory is strictly capped at a return of funds paid, and nothing more.
Extended Limitation of Liability
5.1 Total Waiver of Consequential and Punitive Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISDICTIONAL LAW, IN NO EVENT SHALL THE PROVIDER, ITS DEVELOPERS, OR AFFILIATES BE LIABLE TO THE CLIENT OR ANY THIRD-PARTY PLAINTIFF FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, LOST BUSINESS PROFITS, REPUTATIONAL DAMAGE, BUSINESS INTERRUPTION COSTS, OR OUT-OF-COURT LEGAL SETTLEMENT DISBURSEMENTS, REGARDLESS OF FORESEEABILITY.
5.2 Financial Aggregate Liability Ceiling: THE TOTAL AGGREGATE LIABILITY OF THE PROVIDER ARISING OUT OF, ARISING UNDER, OR DIRECTLY RELATED TO THE STRUCTURAL EXECUTION OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING ACTIVE OR PASSIVE NEGLIGENCE), STATUTORY INFRACTION, OR OTHERWISE, SHALL NEVER EXCEED THE EXACT CUMULATIVE FEES ACTUALLY RECEIVED BY THE PROVIDER FROM THE CLIENT DURING THE CURRENT TERM.
Disclaimer of Litigation Immunity
Digital accessibility compliance remains a fluid, highly evolving regulatory landscape. While the Provider deploys a sophisticated digital architecture explicitly engineered to map to WCAG 2.1 AA operational principles to drastically minimize external legal vulnerabilities, the Client explicitly acknowledges that the Provider cannot prevent bad-faith, automated, predatory plaintiff firms from initiating frivolous civil actions. The Provider issues no warranties, express or implied, guaranteeing absolute immunity from third-party litigation or malicious administrative filings.
Governing Law, Jurisdiction, and Exclusive Venue
This Agreement, and all claims or disputes arising out of or related to the contractual interface between the parties, shall be governed by, construed, and enforced in accordance with the laws of the jurisdiction under which the Provider corporate entity is legally formed and registered, without giving effect to any choice of law or conflict of law frameworks. Any legal suit, administrative proceeding, or judicial action arising out of or related to this Agreement shall be instituted exclusively in the state or federal courts holding territorial jurisdiction over the Provider's principal corporate registration or place of incorporation. Each party hereby irrevocably and unconditionally submits to the exclusive venue and in personam jurisdiction of such courts.