This Accessibility Expert Audit Tool Addendum (“this Tool Addendum”) supplements and is incorporated into the Accessibility Solution Terms, and applies to Customers who activate or use the Accessibility Expert Audit Tool (the “Audit Tool”) made available through the Marketplace. This Tool Addendum is also subject to the applicable Service Terms Schedule governing the type of accessibility evaluation the Audit Tool is used for. In the event of a conflict between this Tool Addendum and the Accessibility Solution Terms or the Account Terms, this Tool Addendum controls solely with respect to the Audit Tool’s specific functionality described below.
1. SCOPE OF THIS ADDENDUM; DEFINITIONS
The Audit Tool gives a qualifying Customer access to the same expert audit application, workflows, and reporting tools that Leovoid uses to perform its own Expert Audits, so that the Customer can perform expert accessibility evaluations itself (each, an “Audit”) and issue the resulting reports (each, an “Audit Report”) to its own clients. This Tool Addendum governs that functionality exclusively. Leovoid’s own performance of an Expert Audit for a Customer is governed by the Accessibility Solution Terms and the applicable Service Terms Schedule, not by this Tool Addendum.
In this Tool Addendum, “Customer Client” means any individual or entity for whom or on whose behalf Customer performs an Audit or to whom Customer delivers an Audit Report, whether or not that individual or entity also holds its own Account. A Customer Client is a third-party end user of Leovoid with respect to the Audit Tool, and any Account a Customer Client holds is governed separately and is unaffected by this Tool Addendum.
2. AVAILABILITY; ACCOUNT-LEVEL VERIFICATION
The Audit Tool is a plan add-on available only on the plan tiers Leovoid designates and subject to the plan-gated availability provisions of the Account Terms. Use of the Audit Tool requires that the Customer’s Account be verified under this Section, and Leovoid determines, in its sole discretion, whether to accept, decline, or condition any verification and which features of the Audit Tool may be used before it is complete.
Verification process. Verification is of the Account, on the basis of a credential held by a qualified individual (the “Credential Holder”). It may include a knowledge quiz, the submission of professional, educational, and identity information, and the submission of an accessibility certification or equivalent credential for review, and is conducted under the identity verification provisions of the Account Terms. The Account Owner or any User holding the applicable permission may submit the credential and information on the Account’s behalf, whether or not that person is the Credential Holder.
Name match or proof of affiliation. The name on the credential must match the name of the Account Owner or the name on the Account. Where it does not, the Customer must provide proof, satisfactory to Leovoid, that the Credential Holder is affiliated with the Customer, such as an employment, contractor, or other engagement agreement or comparable evidence. A Credential Holder who is affiliated with the Customer in that way may be an Authorized User of the Account but is not required to be.
Effect of verification. Once Leovoid accepts the verification, the entire Account becomes eligible to use the Audit Tool, including the Account Owner and every User to whom the Customer grants access to it, and not only the Credential Holder. Each such User uses the Audit Tool under the Customer’s Account and the Customer’s responsibility. Eligibility belongs to the Account and is not transferable to another Account.
Continuing validity. The Customer must keep the credential valid and current and, where proof of affiliation was required, must keep that affiliation in place. The Customer must notify Leovoid promptly of any expiration, suspension, revocation, or change affecting the credential, of the end of the Credential Holder’s affiliation, or of any claim or complaint relating to its professional services. If the credential expires or the affiliation ends and the Customer does not provide a renewed credential, a different qualifying Credential Holder, or new proof of affiliation within the grace period Leovoid specifies in the Documentation, Leovoid may suspend or end the Account’s eligibility, in whole or as to any feature, and Section 6 applies. Leovoid may require periodic re-verification, and may require additional verification at any time, including where it observes unusual or suspicious activity.
Accuracy. The Customer represents that all information and documents it or its Users submit for verification are accurate and genuine, including as to the credential, the Credential Holder’s identity, and the affiliation, and that it is authorized to submit them. A quiz taken in connection with verification, and any educational content Leovoid provides, is governed by the educational-content provisions of the Disclaimer and is not a certification or credential issued by Leovoid. Verification is not an endorsement by Leovoid of any Audit, Audit Report, or service the Customer provides.
3. SETUP FEE; CREDITS AND USAGE
Activation of the Audit Tool requires payment of a one-time setup fee, as published on the Site or in the Documentation or presented at purchase (the “Setup Fee”). The Setup Fee is separate from, and in addition to, the plan, add-on, and credit charges described in this Section, is earned when the Audit Tool is activated, and is non-refundable, including if verification is later lapsed, suspended, or revoked, or the Customer stops using the Audit Tool, except as the Agreement or applicable law requires. Leovoid may change the Setup Fee prospectively.
Use of the Audit Tool consumes credits from the Customer’s account in accordance with the credit provisions of the Account Terms and the pricing then published for the Audit Tool. In addition to the general credit rules in the Account Terms, the following apply specifically to the Audit Tool: (a) each Audit started requires a fixed, flat credit amount, as published, which is applied to generate the Audit’s score and Audit Report output; (b) additional credits are charged, as published, where an Audit requires processing, scope, or features beyond what the fixed amount covers; (c) credits are deducted when the Audit is started or the relevant feature is used, and are not refundable once processing has begun, except that if an operation fails or cannot be completed due to a technical issue attributable to Leovoid, the credits for that operation will not be deducted or will be restored; and (d) if the credit balance is insufficient to start or complete an Audit or feature, that Audit or feature will not be processed until the Customer tops up or renews its credits. Credits consumed by an Audit are consumed whether or not the Customer Client accepts, pays for, or uses the resulting Audit Report.
4. USE OF THE AUDIT APPLICATION; BROWSER EXTENSION; AI ASSISTANCE
The Customer may use the Audit Tool, including any browser extension Leovoid makes available for it, only to perform Audits of websites and other assets that the Customer is authorized to evaluate. Before evaluating an asset that belongs to a Customer Client or other third party, the Customer must obtain that party’s authorization, and the Customer remains responsible for that authorization and for the registration of the asset under the Registered Asset provisions of the Product Terms. A browser extension operates within the browser of the User who installs it, may access the pages that User chooses to evaluate while it is active, and transmits information to the TenthLoop platform as needed to provide its functionality, as described in the Privacy Policy. The Customer is responsible for ensuring that the extension is installed only on devices and browsers its Users control, for keeping it updated, and for the security of the credentials used with it.
The Audit Tool may use automated processing, which may include AI-based generation, rule-based logic, or other techniques, to assist the Customer, including to draft the text of an Audit Report from the findings the Customer records and to respond to the Customer within the application or extension. Use of artificial intelligence in the Audit Tool is governed by the AI Terms of Use. Automated output is a draft and a working aid only. The Customer must review, verify, correct, and finalize every Audit Report before issuing it, and the Customer, not Leovoid, is responsible for the accuracy, completeness, and professional soundness of every finding, score, and statement in an Audit Report it issues, whether or not automated processing contributed to it and whichever User performed or finalized the Audit.
Leovoid may provide default report templates. Use of a template does not make Leovoid responsible for the content a Customer adds to or leaves in an Audit Report, and the Customer is responsible for confirming that a template is appropriate for each Audit and each Customer Client.
5. BRANDING AND WHITE-LABEL OUTPUT
The Customer may apply its own name, logo, and branding to Audit Reports and related outputs within the branding options Leovoid makes available. The Customer represents that it owns or is authorized to use all marks and materials it applies, grants Leovoid a limited license to host, reproduce, and display them as needed to operate the Audit Tool and the hosted pages described in Section 6, and is responsible for any claim that its branding infringes a third party’s rights. White-labeled output remains hosted on, and generated through, the TenthLoop platform; Leovoid may retain technical identifiers, security and verification information, and Leovoid-hosted addresses within or around white-labeled output, and white-labeling does not transfer any right in the Audit Tool or the TenthLoop platform to the Customer.
The Customer must not state or imply that Leovoid performed, reviewed, endorsed, certified, or is responsible for an Audit or Audit Report produced by the Customer, or that the Customer or any User is an employee, agent, partner, or representative of Leovoid. The Customer may describe its verification only in the manner Leovoid permits.
6. HOSTED REPORT PAGES; REPORTS AFTER ACCESS ENDS
An Audit Report issued through the Audit Tool may include an embedded scan, a report page, or a live confirmation or verification page that is hosted on the TenthLoop platform. Hosted pages remain available as provided in this Section and are not removed merely because the Customer’s access to the Audit Tool ends, although Leovoid may remove, correct, or annotate a hosted page where permitted by Section 9 or required by law.
When the Customer’s access to the Audit Tool ends for any reason, including termination, non-renewal, lapse of verification, or discontinuation of the Audit Tool, the Customer retains only the Audit Reports it had already downloaded before access ended. Audit Reports and drafts that were not downloaded before access ended are not available to the Customer afterwards, and Leovoid has no obligation to retain, restore, or deliver them. The Customer is responsible for downloading and delivering each Audit Report to the Customer Client in a timely manner.
7. RELATIONSHIP WITH CUSTOMER CLIENTS; PROFESSIONAL RESPONSIBILITY
The Customer provides Audits as an independent professional or business. Leovoid is not a party to, and has no obligation under, any engagement, agreement, or understanding between the Customer and a Customer Client, and a Customer Client has no rights against Leovoid under this Tool Addendum or by reason of the Customer’s use of the Audit Tool. The Customer alone is responsible for the scope, price, terms, performance, and outcome of each engagement, for the advice it gives, and for any claim by a Customer Client or other third party arising from an Audit, an Audit Report, or the Customer’s services. The Customer must include in its agreements with Customer Clients terms that (a) identify the Customer, and not Leovoid, as the provider of the Audit and the Audit Report; (b) state that an Audit Report is a point-in-time technical assessment and not legal advice, a certification of compliance, or a guarantee against claims; and (c) do not purport to create any right or remedy against Leovoid.
The Customer represents and warrants that the Audits it performs and the Audit Reports it issues are performed and finalized with the knowledge, skill, and qualifications needed to do so competently and lawfully, whether by the Credential Holder or by other Users acting under the Customer’s responsibility, that each Audit will be performed in a professional and workmanlike manner consistent with generally accepted industry standards, that it will not misrepresent its qualifications, credentials, affiliation, or results, and that it will comply with applicable law. Where Leovoid so requires, whether for all Customers or for Customers meeting criteria Leovoid determines, the Customer will obtain and maintain professional liability insurance, and provide evidence of it on request, in the form and for the coverage Leovoid reasonably specifies.
Audits and Audit Reports produced through the Audit Tool are subject to the no-legal-advice and no-compliance-guarantee provisions of the Accessibility Solution Terms and the Disclaimer, which the Customer must not contradict in its communications with Customer Clients.
8. DATA; CONFIDENTIALITY
As between the Customer and a Customer Client, the Customer is responsible for the personal data and other information of the Customer Client and its users that the Customer submits to or generates through the Audit Tool. The Customer represents that it has all rights, notices, and consents needed to submit that information and to have Leovoid process it, and, where Leovoid processes personal data on the Customer’s behalf, the Data Processing Agreement applies. The Customer will keep Audit Reports and Customer Client information confidential as agreed with the Customer Client and will not use another party’s information obtained through the Audit Tool for any purpose outside the engagement for which it was obtained. Leovoid’s use of the same tooling for its own Audits is separate from, and does not give Leovoid or any other customer access to, the Customer’s Audits or Audit Reports, except as the Agreement permits.
9. QUALITY REVIEW; SUSPENSION; ENFORCEMENT
Leovoid may, but is not obligated to, review Audits, Audit Reports, hosted pages, and the Customer’s use of the Audit Tool for quality, accuracy, misuse, and compliance with the Agreement, including by sampling. Where Leovoid reasonably believes an Audit Report is inaccurate, misleading, or issued in breach of the Agreement, or that the Customer’s credentials, conduct, or Customer Client complaints warrant action, Leovoid may, without liability and in addition to its other rights: (a) require correction or withdrawal of the Audit Report; (b) remove, correct, or annotate a hosted page; (c) suspend or restrict the Customer’s or a User’s access to the Audit Tool or any of its features; (d) require additional verification, insurance, or monitoring; and (e) revoke verification or terminate access, immediately where Leovoid considers it necessary to protect Customer Clients, third parties, the Audit Tool, or Leovoid’s reputation.
10. RESTRICTIONS
In addition to the acceptable use provisions of the Account Terms, the Customer will not, and will not permit any User or third party to: (a) use the Audit Tool, or hold itself out as verified, while the Account’s verification is not in effect, or extend the use of the Audit Tool to any person or Account outside the verified Account; (b) share, sublicense, resell, or otherwise make the Audit Tool itself available to any third party, as distinct from delivering Audit Reports to Customer Clients as permitted by this Tool Addendum; (c) fabricate, alter, or misrepresent findings, scores, dates, or the identity of the evaluating professional in any Audit Report or hosted page; (d) evaluate any asset without authorization; (e) use the Audit Tool, its outputs, or automated assistance to train or benchmark any machine-learning model or to build a competing product; or (f) circumvent verification, credit metering, or any other control of the Audit Tool.
11. INDEMNIFICATION; LIMITATION OF LIABILITY
The Customer’s indemnification obligations under the Account Terms extend to, and the Customer will defend, indemnify, and hold harmless the Leovoid Parties against, any third-party claim, demand, action, or proceeding, and all resulting liabilities, damages, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) any Audit, Audit Report, or other output the Customer or its Users issue or deliver; (b) the Customer’s engagement with, advice to, or services for any Customer Client; (c) the Customer’s representations about its qualifications, credentials, affiliation, verification, or results; (d) the Customer’s branding or other materials used in white-labeled output; (e) the evaluation of any asset without the authorization required by this Tool Addendum; and (f) the Customer’s breach of this Tool Addendum.
Leovoid is not liable to the Customer for any claim, dispute, loss, or refund demand of a Customer Client, for any loss of engagements, revenue, or reputation the Customer suffers by reason of its use of the Audit Tool or a suspension or termination under this Tool Addendum, or for the content of any Audit Report the Customer issues. Leovoid’s liability to the Customer is otherwise subject to the limitation of liability provisions of the Account Terms, and nothing in this Tool Addendum limits the Customer’s own liability to Leovoid.
12. UPDATES; DISCONTINUATION
Leovoid may update the Audit Tool, its browser extension, report templates, and verification requirements from time to time, and may modify or discontinue features of the Audit Tool with reasonable notice. Leovoid may discontinue the Audit Tool in its entirety, subject to the Marketplace tool discontinuation provisions of the Account Terms, and Section 6 of this Tool Addendum applies to the Customer’s access to Audit Reports when it does.
13. RELATIONSHIP TO OTHER TERMS
This Tool Addendum is incorporated into, and should be read together with, the Accessibility Solution Terms and the applicable Service Terms Schedule. A Customer who also participates in Leovoid’s Expert Network is additionally governed by the Expert Network Terms, and a Customer who receives program pricing is additionally governed by the Student and Veteran Program Terms. Defined terms used but not defined in this Tool Addendum have the meanings given to them in the Account Terms and the Accessibility Solution Terms. For terms governing credits, billing, and the Marketplace generally, refer to the Account Terms.