Master Service Agreement
PIXELGR, LLC DBA ABLIVEN · INCLUDING SERVICE LEVEL AGREEMENT (SCHEDULE A) · Effective Date: January 1, 2026
This Master Service Agreement ("Agreement") governs your access to and use of the Abliven ADA Intelligence Platform and related services provided by PixelGR, LLC, a Michigan limited liability company doing business as Abliven under an assumed name registered in Collin County, Texas, and located in Grand Rapids, Michigan ("Abliven," "we," "us," or "Provider"). It applies together with any Order Form, Schedule, or Statement of Work that references it.
By signing or submitting an Order Form, completing checkout, electronically accepting this Agreement, or accessing or using the Services, the customer identified on the Order Form ("Client," "you," or "Customer") agrees to be bound by this Agreement. If you accept on behalf of an entity, you represent that you have authority to bind that entity. The Order Form identifies the Client, the selected plan, the fees, and the subscription start date.
1. Definitions
- "Services" means the Abliven ADA Intelligence Platform, including automated and assisted accessibility scanning, monitoring, reporting, dashboards, the accessibility audit tools and browser extensions, remediation guidance, accessibility badges, and any related software, tools, and support provided by Abliven under a paid subscription.
- "Platform" means Abliven's hosted software applications, websites, APIs, and supporting infrastructure made available at abliven.com and its subdomains.
- "Subscription" means a recurring, plan based right to access the Services, billed on a monthly basis as set out in Section 4.
- "Order Form" means the ordering document, online checkout, or written authorization specifying the selected plan, fees, and term.
- "Client Property" means any website, web application, domain, digital property, content, code, or data that Client submits to, connects with, or scans through the Services.
- "Client Data" means data, content, and information that Client or its end users provide to, or generate through, the Services.
- "Scan Results" means the automated findings, reports, scores, and recommendations the Platform produces with respect to Client Property.
- "RemPack" means a remediation package add on that includes hands on or assisted remediation work, available only as described in Section 4 and subject to availability.
- "Accessibility Standards" means the Web Content Accessibility Guidelines (WCAG), the Americans with Disabilities Act (ADA), Section 508 of the Rehabilitation Act, and other accessibility laws, regulations, or technical standards as they may apply to Client Property.
2. The Services
Abliven provides a software platform that performs automated and assisted evaluation of digital properties against recognized Accessibility Standards, produces Scan Results, monitors properties over time, and offers remediation guidance and optional remediation assistance. The specific features available depend on the plan Client selects.
2.1 Plans
| Plan | Monthly Fee | One Time Onboarding | Summary |
|---|---|---|---|
| Shield | $149 / month | $330 | Core automated scanning, monitoring, reporting dashboard, and accessibility badge. |
| Shield+ | $299 / month | $630 | Everything in Shield, plus expanded monitoring, priority support, enhanced reporting as described on the Order Form, and eighteen (18) hours of hands on remediation code and update work performed by Abliven during the Initial Term. Unused remediation hours remain available to Client for as long as the Subscription continues, including during any month to month period following the Initial Term, and expire only when the Subscription ends. |
| RemPack (add on) | Quoted per scope | Optional remediation package. Available only to eligible Client accounts with a U.S. based servicing arrangement, subject to availability and a separate scope. | |
Specific feature inclusions, usage limits, and the number of properties covered are stated on the applicable Order Form. Abliven may add, modify, or improve features within a plan from time to time, provided that no such change will materially reduce the core functionality of a plan during a paid term.
2.2 Provision and access
Subject to Client's compliance with this Agreement and timely payment of all fees, Abliven grants Client a limited, non exclusive, non transferable, non sublicensable right to access and use the Services during the term for Client's internal business purposes.
3. Client Responsibilities
Client is solely responsible for:
- The content, design, code, and operation of all Client Property, and for achieving and maintaining the accessibility and legal compliance of Client Property;
- Ensuring it has all rights and authority necessary to submit Client Property for scanning and to authorize Abliven to access and evaluate it;
- Reviewing Scan Results and implementing, or arranging for the implementation of, any recommended changes;
- Maintaining the security and confidentiality of its account credentials and for all activity under its account;
- Providing accurate account, billing, and contact information and keeping it current;
- Complying with all applicable laws in its use of the Services and operation of Client Property.
Client acknowledges that accessibility is an ongoing obligation that depends on Client's own content, technology, and conduct, and that Abliven does not control Client Property.
4. Fees, Billing, and Payment
4.1 Subscription fees and onboarding
Client agrees to pay the recurring monthly subscription fee and any one time onboarding fee stated on the Order Form. Onboarding fees are charged at the start of the engagement and are earned upon commencement of onboarding work. Onboarding fees are non refundable except where required by law.
4.2 Billing cycle and auto renewal
Subscriptions include a 12 month initial term and renew automatically. Each Subscription begins with an initial committed term of twelve (12) months (the "Initial Term"), billed monthly in advance. Upon completion of the Initial Term, the Subscription automatically converts to a month to month subscription at the then current rate and renews each month until cancelled in accordance with Section 9. By providing a payment method, Client authorizes Abliven and its payment processor to charge that method on a recurring basis for all applicable fees, including subscription fees, onboarding fees, add ons, and applicable taxes.
4.3 Add ons and RemPacks
RemPacks and other add ons are quoted separately and are billed as set out in the applicable scope or Order Form. Professional remediation services and onboarding services are non refundable once performed.
4.4 Payment processing and card data
Payments are processed through Square, a third party payment processor that maintains certification as a PCI DSS Level 1 Service Provider. Card data entered at checkout is transmitted directly to and tokenized by the payment processor. Abliven does not store, process, or transmit full primary account numbers or sensitive authentication data on its own systems. Client's use of payment processing is also subject to the payment processor's terms. Further detail on Abliven's payment data handling appears in the Privacy Policy.
4.5 Taxes
Fees are exclusive of taxes. Client is responsible for all applicable sales, use, and similar taxes, which will be added where required. Abliven applies tax to taxable items in accordance with applicable law.
4.6 Late payment and suspension
If a charge fails or an amount is past due, Abliven may retry the charge, apply a late fee to the extent permitted by law, and suspend access to the Services until amounts are paid. Suspension does not relieve Client of its payment obligations. Abliven will use commercially reasonable efforts to notify Client before suspension for non payment.
5. Service Level Agreement
Abliven's service commitments, uptime target, support response targets, service credits, and exclusions are set out in Schedule A (Service Level Agreement) below, which is incorporated into and forms part of this Agreement.
6. Intellectual Property
6.1 Abliven property
Abliven and its licensors retain all right, title, and interest in and to the Platform, the Services, the underlying software, scanning engines, audit logic, badges, documentation, and all related intellectual property, including any improvements, derivative works, and feedback incorporated by Abliven. No rights are granted to Client except as expressly stated in this Agreement.
6.2 Client property and data
Client retains all right, title, and interest in and to Client Property and Client Data. Client grants Abliven a non exclusive, worldwide, royalty free license to access, copy, process, scan, transmit, and display Client Property and Client Data solely as needed to provide, maintain, secure, and improve the Services and to comply with law.
6.3 Aggregated and anonymized data
Abliven may collect and use aggregated, de identified, and statistical data derived from operation of the Services, provided such data does not identify Client or any individual, to operate, analyze, and improve the Services and for benchmarking and research.
6.4 Badges
Where a plan includes an accessibility badge, Client receives a limited, revocable license to display the badge on properties actively monitored under an active Subscription. The badge indicates that scanning has been performed; it is not a certification, warranty, or legal guarantee of compliance with any Accessibility Standard. The license to display a badge terminates automatically when the relevant Subscription ends.
7. Accessibility Disclaimer
Abliven is not a law firm and does not provide legal advice. The Services are software tools and informational resources that assist with identifying potential accessibility issues. They are not a substitute for legal counsel or for comprehensive manual accessibility evaluation by qualified professionals.
Client expressly acknowledges and agrees that:
- Automated scanning cannot detect every accessibility issue. Industry research recognizes that automated tools identify only a portion of potential issues, and that human review and judgment are required to evaluate full conformance with Accessibility Standards;
- Scan Results are provided on a point in time basis and reflect the state of Client Property as scanned. Changes to Client Property after a scan are outside Abliven's control;
- Abliven does not warrant, guarantee, or represent that use of the Services will cause Client Property to conform to the WCAG, the ADA, Section 508, or any other law, regulation, or standard, or that any particular conformance level will be achieved or maintained;
- Abliven does not warrant or guarantee that use of the Services will prevent, reduce, or resolve any demand letter, claim, complaint, lawsuit, audit, or regulatory or enforcement action relating to accessibility or any other matter;
- Responsibility for the accessibility and legal compliance of Client Property remains at all times with Client.
8. Warranties and Disclaimers
Abliven warrants that it will provide the Services in a professional and workmanlike manner consistent with this Agreement and the SLA.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, PLATFORM, AND ALL SCAN RESULTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. ABLIVEN SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR THAT RESULTS WILL BE ACCURATE, COMPLETE, OR ACHIEVE ANY PARTICULAR OUTCOME.
9. Term and Termination
9.1 Term
This Agreement begins on the subscription start date stated on the Order Form and continues for so long as Client maintains an active Subscription. Each Subscription begins with a twelve (12) month Initial Term, billed monthly, and thereafter automatically converts to a month to month subscription as described in Section 4.2. The parties may engage a new twelve (12) month Initial Term at any time by executing a new Order Form, which includes a new onboarding fee and, for Shield+ Subscriptions, a renewed allocation of eighteen (18) hours of remediation work for that new Initial Term.
9.2 Cancellation by Client
The Initial Term is a committed term. Client may not cancel for convenience during the Initial Term, and all monthly fees for the Initial Term remain due as scheduled. This does not limit either party's right to terminate for cause under Section 9.3. After the Initial Term, while the Subscription is month to month, Client may cancel at any time, effective at the end of the then current billing month, by using the in account cancellation method or by contacting billing@abliven.com. Fees already charged are non refundable, and access continues until the end of the paid period unless terminated for cause.
9.3 Termination for cause
Either party may terminate this Agreement if the other party materially breaches it and fails to cure within thirty (30) days after written notice. Abliven may suspend or terminate immediately for non payment, for breach of Sections 3 or 10, or where continued provision would create a security, legal, or operational risk.
9.4 Effect of termination
Upon termination, Client's right to access the Services and to display any badge ceases. Abliven will make Client Data available for export for thirty (30) days after termination on Client's written request, after which Abliven may delete it in the ordinary course, subject to legal retention requirements. Provisions that by their nature should survive (including Sections 4, 6, 7, 8, 10, 11, 12, and 14) survive termination.
10. Confidentiality and Data Protection
Each party may receive non public information of the other that is marked or reasonably understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement and will protect it with at least reasonable care. These obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party, and do not prevent disclosure required by law.
Abliven maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data, as further described in the Privacy Policy. To the extent Abliven processes personal data on Client's behalf, the parties will comply with applicable data protection laws, and the Privacy Policy describes the categories of data, processing purposes, and security measures.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
- ABLIVEN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO ABLIVEN IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM;
- WITHOUT LIMITING THE FOREGOING, ABLIVEN WILL HAVE NO LIABILITY FOR ANY DEMAND LETTER, CLAIM, COMPLAINT, LAWSUIT, JUDGMENT, SETTLEMENT, FINE, PENALTY, OR ENFORCEMENT ACTION BROUGHT AGAINST CLIENT BY ANY THIRD PARTY OR GOVERNMENTAL AUTHORITY RELATING TO THE ACCESSIBILITY OR LEGAL COMPLIANCE OF CLIENT PROPERTY.
These limitations apply regardless of the form of action and reflect an agreed allocation of risk that is a fundamental basis of the bargain between the parties.
12. Indemnification
12.1 By Client
Client will defend, indemnify, and hold harmless Abliven and its officers, directors, employees, agents, and affiliates from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client Property and Client Data; (b) Client's use of the Services or breach of this Agreement; (c) Client's violation of any law or third party rights; and (d) any third party or governmental claim that Client Property fails to comply with any Accessibility Standard or other law.
12.2 By Abliven
Abliven will defend Client against any third party claim that the Platform, as provided by Abliven and used in accordance with this Agreement, infringes that third party's intellectual property rights, and will pay amounts finally awarded or settled, subject to the limitations in Section 11. This obligation does not apply to claims arising from Client Property, Client Data, modifications not made by Abliven, or use of the Services in violation of this Agreement.
13. Payment Processor and Third Party Services
The Services rely on third party providers, including the payment processor and infrastructure and communications vendors. Client's use of features that depend on a third party service may be subject to that provider's terms. Abliven is not responsible for the acts, omissions, availability, or performance of third party providers, except as expressly stated in the SLA.
14. Governing Law and Dispute Resolution
This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. The parties will first attempt in good faith to resolve any dispute informally. Any dispute not resolved within thirty (30) days will be resolved by binding arbitration administered under the rules of a recognized arbitration body in Collin County, Texas, except that either party may seek injunctive relief in court to protect its intellectual property or Confidential Information. Each party waives any right to a jury trial and to participate in any class or representative action. If arbitration is found unenforceable, the state and federal courts located in Collin County, Texas will have exclusive jurisdiction.
15. General
- Entire agreement. This Agreement, together with any Order Form, Schedule, the SLA, the Terms of Service, and the Privacy Policy, is the entire agreement between the parties and supersedes all prior understandings on its subject matter. In the event of conflict, an executed Order Form controls over this Agreement, and this Agreement controls over the online Terms of Service.
- Amendments. Abliven may update the operational terms of the Services and the SLA on reasonable notice. Material changes adverse to Client will not take effect during a paid term until the next renewal. Other amendments require a writing signed by both parties.
- Assignment. Client may not assign this Agreement without Abliven's prior written consent. Abliven may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
- Notices. Notices to Abliven must be sent to legal@abliven.com or to PixelGR, LLC dba Abliven, Grand Rapids, Michigan. Notices to Client may be sent to the email on file.
- Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship.
- Severability and waiver. If any provision is held unenforceable, the remainder stays in effect. A waiver is effective only if in writing.
Schedule A — Service Level Agreement
Uptime commitments, support response targets, and service credits.
This Service Level Agreement ("SLA") forms part of the Agreement and applies to active, paid Subscriptions in good standing. It does not apply to free trials, beta features, or accounts that are suspended or past due.
A.1 Availability commitment
Abliven will use commercially reasonable efforts to make the Platform's core dashboard and scanning functions available with a monthly uptime target of 99.9%, measured as a percentage of total minutes in a calendar month, excluding Excluded Downtime defined in Section A.4.
| Monthly Uptime Achieved | Service Credit (% of that month's subscription fee) |
|---|---|
| 99.9% or greater | 0% |
| 99.0% to 99.89% | 10% |
| 95.0% to 98.99% | 15% |
| Below 95.0% | 25% |
A.2 Support response targets
| Severity | Description | Shield | Shield+ |
|---|---|---|---|
| Critical | Platform unavailable or core scanning fully inoperable | Within 1 business day | Within 4 business hours |
| High | Major feature impaired, no reasonable workaround | Within 2 business days | Within 1 business day |
| Normal | Minor issue, question, or request with a workaround | Within 3 business days | Within 2 business days |
Business hours are 9:00 AM to 5:00 PM Central Time, Monday through Friday, excluding U.S. holidays. Response targets describe Abliven's goal for an initial substantive response, not a guaranteed resolution time. Support is provided through support@abliven.com and any in account support channel.
A.3 Monitoring and maintenance
Abliven performs ongoing platform monitoring and routine maintenance. Abliven will use reasonable efforts to schedule planned maintenance during low usage windows and to provide advance notice of maintenance expected to cause material disruption.
A.4 Excluded downtime
The availability commitment does not apply to unavailability caused by: (a) scheduled or emergency maintenance; (b) factors outside Abliven's reasonable control, including internet, DNS, hosting, or third party provider failures and force majeure events; (c) Client's equipment, software, network, or configuration; (d) Client Property issues; (e) suspension for non payment or breach; (f) beta, trial, or preview features; or (g) Client's acts or omissions.
A.5 Claiming service credits
To request a service credit, Client must submit a written request to support@abliven.com within thirty (30) days after the end of the affected month, including the dates, times, and a description of the incident. Approved credits are applied to a future invoice. Service credits are the sole and exclusive remedy for any failure to meet the SLA. The total credits in any month will not exceed the subscription fee for that month, and credits are not available to accounts that are past due or in breach.
Acceptance
This Agreement is accepted when Client signs or submits an Order Form, completes checkout, electronically accepts these terms, or accesses or uses the Services. A countersigned copy is available on request. Questions about this Agreement may be sent to legal@abliven.com.
PixelGR, LLC dba Abliven
Grand Rapids, Michigan, United States