Terms and Conditions
ASCENDO.AI TERMS AND CONDITIONS
This is the governing legal framework for all Ascendo.ai engagements. Specific services, pricing, and project scope are set forth in Order Forms and Statements of Work that incorporate this Agreement.
This Master Services Agreement ("Agreement") is entered into as of the date of the last signature on the applicable Order Form ("Effective Date") by and between Ascendo.ai, Inc., a Delaware corporation with its principal place of business at Palo Alto, CA ("Ascendo"), and the customer identified in the applicable Order Form ("Customer"). This Agreement governs all Order Forms and Statements of Work entered into by the parties.
Section 1: Definitions
1.1 The following terms, when used in this Agreement, will have the following meanings:
"Ascendo Platform" means Ascendo's proprietary AI-powered software, models, model weights, fine-tuned models, embeddings, system prompts, prompt architectures, workflow designs, automation templates, integration frameworks, APIs, interfaces, tools, and underlying technology used to deliver the Services, including all updates, modifications, and improvements thereto.
"Background IP" means all intellectual property rights owned or controlled by a party prior to the Effective Date, or developed independently outside the scope of any Order Form or Statement of Work, including all improvements, enhancements, derivatives, and extensions of such pre-existing intellectual property.
"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.
"Customer Data" means data, content, information, and materials provided by or on behalf of Customer to Ascendo in connection with the Services, including records, system exports, interaction data, and similar operational materials Customer makes available to Ascendo for processing.
"Deliverables" means the specific work product, reports, analyses, recommendations, automations, structured outputs, or other materials expressly identified as deliverables in a Statement of Work or Order Form.
"Documentation" means the printed and digital instructions, online help files, technical documentation, and user manuals made available by Ascendo for the Services, which Ascendo may modify from time to time.
"Feedback" means suggestions or comments provided by Customer to Ascendo for enhancements or improvements, new features or functionality, or other feedback with respect to the Services.
"Foreground IP" means intellectual property first created by Ascendo specifically in the course of performing the Services under an Order Form or Statement of Work, excluding Ascendo Background IP and Service Data.
"Order Form" means an invoice, order form, quote, or other similar document that sets forth the specific Services, pricing, and commercial terms therefor, that references this Agreement, and that is mutually executed by the parties.
"Outputs" means results, recommendations, classifications, summaries, automations, resolutions, candidate profiles, reports, structured records, and other work product delivered to Customer through the Services.
"Services" means the AI-enabled SaaS platform, Software, managed services, implementation services, pilot services, and related professional services ordered by or made available to Customer under an Order Form or Statement of Work (collectively with the described services in the applicable Order Form, Statement of Work, or Documentation).
"Service Data" means usage telemetry, workflow metadata, performance logs, model interaction data, outcome feedback, agent leaderboard data, query patterns, correlation refinements, de-identified operational learnings, aggregated benchmarks, and other data generated by or through the operation of the Ascendo Platform and delivery of the Services, expressly excluding Customer Data in any form that would directly identify Customer or its end users.
"Software" means Ascendo's proprietary software, which may integrate with Customer's third-party services, network, or applications, as provided in the Documentation, and any updates, fixes, or patches developed from time to time.
"Statement of Work" or "SOW" means a document incorporated into or referencing an Order Form that further describes the scope, timeline, personnel, deliverables, and delivery methodology for a specific engagement.
"Users" means Customer's registered employees and contractors authorized by Customer to access and use the Services under Customer's account.
Section 2: Services
2.1 Provision of Ascendo Platform. Subject to the terms and conditions of this Agreement, Ascendo hereby grants Customer and its Users a non-exclusive, non-sublicensable, non-transferable license to use and access the Services solely for Customer's internal business purposes as set forth in the applicable Order Form or SOW. The Services are subject to modification from time to time at Ascendo's sole discretion, provided that modifications do not materially diminish the functionality of the Services provided to Customer.
2.2 Data Security. Ascendo maintains a commercially reasonable security program designed to: (i) ensure the security and integrity of Customer Data uploaded by or on behalf of Customer to the Services; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. Solely if and to the extent Ascendo processes Customer Personal Data (as defined in the DPA) that is subject to the GDPR (as defined in the DPA), the GDPR Data Processing Addendum provided on Ascendo's Security Standards page will apply ("DPA"). Solely if and to the extent Ascendo processes Customer Personal Information (as defined in the CCPA Addendum) that is subject to the CCPA (as defined in the CCPA Addendum), the CCPA Addendum will apply.
2.3 License Restrictions. The rights granted herein are subject to the following restrictions (the "License Restrictions"). Customer will not directly or indirectly:
(a) reverse engineer, decompile, disassemble, modify, create derivative works of, or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code, object code, underlying structures, ideas, algorithms, model weights, system prompts, or prompt architectures of the Services or any data related to the Services;
(b) attempt to probe, scan, or test the vulnerability of the Services, breach the security or authentication measures of the Services without proper authorization, or willfully render any part of the Services unusable;
(c) use or access the Services to develop a product or service that is competitive with Ascendo's products or Services, or engage in competitive analysis or benchmarking;
(d) share, transfer, distribute, resell, lease, license, or assign the Services or otherwise offer the Services on a standalone basis;
(e) use Outputs or Deliverables to train, develop, fine-tune, or improve any artificial intelligence model, machine learning system, or competing service without Ascendo's prior written consent; or
(f) otherwise use the Services outside the scope expressly permitted hereunder and in the applicable Order Form or SOW.
2.4 Suspension. Ascendo reserves the right to suspend Customer's (or any User's) access to the Services immediately (i) in the event that Customer breaches Section 2.3 or Section 4 of this Agreement, or breaches any other provision of this Agreement and fails to correct that breach within the applicable cure period; or (ii) as it deems reasonably necessary to respond to any actual or potential security or availability concern that may affect customers or Users.
2.5 Customer Responsibilities.
(a) Customer will only use the Services in accordance with the Documentation and as set forth in this Agreement. Customer acknowledges that Ascendo's provision of the Services is dependent on Customer providing all reasonably required cooperation (including the prompt provision of access to Customer's applications, software systems, personnel, and materials as reasonably required and any other access as may be specified in the applicable Order Form or SOW), and Customer will provide all such cooperation in a diligent and timely manner.
(b) Customer will (i) be responsible for all use of the Services under its account (whether or not authorized); (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Ascendo promptly of any such unauthorized access or use; and (iii) be responsible for obtaining and maintaining any equipment, software, and ancillary services needed to connect to, access, or otherwise use the Services, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software, and services, and Ascendo will have no liability for such failure (including under any service level agreement, if applicable). Customer will be responsible for ensuring that its systems have sufficient bandwidth to use the Services.
(c) Customer will not use the Services to transmit or provide to Ascendo any financial or medical information of any nature, or any sensitive personal data (e.g., social security numbers, driver's license numbers, birth dates, personal bank account numbers, passport or visa numbers, and credit card numbers), except as expressly agreed in a separate written addendum or DPA.
(d) Customer's use of third-party products or services not licensed to Customer directly by Ascendo ("Third-Party Services") shall be governed solely by the terms and conditions applicable to such Third-Party Services. Ascendo does not endorse, support, or assume responsibility for Third-Party Services, including their privacy practices, data security processes, or other policies. Customer agrees to waive any claim against Ascendo with respect to any Third-Party Services.
(e) Customer may enable integrations between the Services and Third-Party Services (each, an "Integration"). By enabling an Integration, Customer instructs Ascendo to share the Customer Data necessary to facilitate the Integration. Customer is responsible for providing all instructions to the Third-Party Service provider about the use and protection of Customer Data. Ascendo and Third-Party Service providers are not subprocessors of each other.
(f) Customer acknowledges that the Services may require Users to share with Ascendo certain information, which may include personal information regarding Users (such as usernames, passwords, email addresses, and phone numbers), solely for the purposes of providing and improving the Services. Prior to authorizing an individual to become a User, Customer is fully responsible for obtaining the consent of that individual, in accordance with applicable law, to the use of their information by Ascendo as described in Ascendo's Services Privacy Notice. Customer represents and warrants that all such consents have been or will be obtained prior to authorizing any individual to become a User.
(g) Customer will be fully responsible for Users' compliance with this Agreement, and any breach of this Agreement by a User shall be deemed a breach by Customer. Ascendo's relationship is with Customer and not with individual Users or third parties using the Services through Customer.
(h) Customer represents and warrants that all Customer Data provided to Ascendo has been collected in compliance with applicable law, including any applicable notice, consent, and data subject rights obligations. Customer will promptly notify Ascendo if any Customer Data is subject to a deletion, correction, or access request from a data subject so that Ascendo may act on such request within the Services.
Section 3: Fees
3.1 Fees. Customer will pay Ascendo the fees set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form: (a) fees are quoted and payable in United States dollars; and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable. Ascendo reserves the right to change the fees or applicable charges and to institute new charges and fees at the end of the initial term or then-current renewal term, upon thirty (30) days' prior notice to Customer (which may be sent by email).
3.2 Late Payment. Ascendo may suspend access to the Services immediately upon notice if Customer fails to pay any amounts due hereunder at least fifteen (15) days past the applicable due date.
3.3 Taxes. All amounts payable hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively, "Taxes"). Customer will be solely responsible for payment of all Taxes, except for those taxes based on Ascendo's income. Customer will not withhold any taxes from any amounts due to Ascendo.
Section 4: Intellectual Property, Data Rights, and Confidentiality
4.1 Ascendo Background IP. As between the parties, Ascendo exclusively owns all right, title, and interest in and to all Ascendo Background IP, including without limitation: the Ascendo Platform; all AI models, model weights, fine-tuned models, embeddings, system prompts, and prompt architectures; all workflow designs, automation templates, integration frameworks, and reusable delivery methods; all tools, interfaces, APIs, and underlying software infrastructure; and all improvements, generalizations, or enhancements to any of the foregoing, whether or not developed in connection with Services for Customer.
4.2 Customer Data. As between the parties, Customer exclusively owns all right, title, and interest in and to Customer Data. Customer grants Ascendo a limited, non-exclusive license to access, process, and use Customer Data solely to perform the Services and as otherwise permitted under this Agreement. Nothing herein transfers ownership of Customer Data to Ascendo.
4.3 Foreground IP. Unless an Order Form or SOW expressly states otherwise, all Foreground IP created in the performance of Services shall be owned by Ascendo, subject to the license grant in Section 4.5. If an Order Form or SOW expressly designates specific custom deliverables as "Customer-Owned Deliverables," Customer shall own only those specifically identified deliverables. Ascendo Background IP embedded in or underlying any Customer-Owned Deliverable is licensed (not assigned) to Customer pursuant to Section 4.5.
4.4 Service Data and Learning Rights. Ascendo shall own all right, title, and interest in and to all Service Data. Customer acknowledges and agrees that Ascendo may collect, retain, and use Service Data to: (a) operate, maintain, monitor, secure, and support the Services; (b) improve, train, fine-tune, and develop the Ascendo Platform and its AI models, including improvements that benefit other customers and use cases; (c) generate aggregated, anonymized benchmarks and industry insights; and (d) develop new features, services, and capabilities. Ascendo's use of Service Data shall not identify Customer or its end users to any third party, and Ascendo shall implement reasonable technical measures to prevent re-identification. Customer acknowledges that a fundamental component of the Services is the use of data aggregation and machine learning to improve and provide Ascendo's products and services, and consents to such use as described herein. Ascendo's right to retain and use Service Data survives expiration or termination of this Agreement.
4.5 License Grant to Customer. Ascendo grants Customer a non-exclusive, non-transferable, non-sublicensable license, during the applicable Order Form or SOW term, to: (a) access and use the Ascendo Platform solely to receive the Services; (b) use Deliverables and Outputs internally for Customer's own business operations; and (c) where expressly designated in an Order Form or SOW, use any Customer-Owned Deliverables as set forth therein.
4.6 License-Back. Where a Customer-Owned Deliverable incorporates Ascendo-developed methods, patterns, workflow logic, or non-customer-specific improvements, Customer hereby grants Ascendo a perpetual, royalty-free, worldwide license to use, reproduce, and develop such elements in connection with Ascendo's business, provided Ascendo does not disclose Customer Confidential Information in doing so.
4.7 Performance Metrics. Customer agrees that Ascendo has the right to aggregate, collect, and analyze data and other information relating to the access or use of the Services by or on behalf of Customer or any User, including performance, analytics, or statistical data, and shall be free (during and after the term hereof) to: (i) use such data and other information to improve Ascendo's products and services; and (ii) disclose such data and other information solely in an aggregated and de-identified format.
4.8 Feedback. Customer may from time to time provide Ascendo with Feedback with respect to the Services. Ascendo will have full discretion to determine whether or not to proceed with development of any requested enhancements, new features, or functionality. Ascendo will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
4.9 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same directly or indirectly to any third party without the other party's prior written consent, except as otherwise permitted hereunder. Either party may disclose Confidential Information: (a) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a need to know and are legally bound to keep such information confidential by obligations consistent with those of this Agreement; and (b) as required by law, in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law. Neither party will disclose the terms of this Agreement to any third party, except that Ascendo may confidentially disclose such terms to actual or potential lenders, investors, or acquirers. Each party agrees to exercise due care in protecting Confidential Information from unauthorized use and disclosure. In the event of an actual or threatened breach of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Section 5: Warranties and Disclaimers
5.1 Ascendo Warranty. Ascendo represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner using qualified personnel; and (b) it will not knowingly include in the Services any computer code or instructions, including without limitation those known as viruses, disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner the operation of a network, computer program, or computer system or any component thereof, including its security or User data. If at any time Ascendo fails to comply with the warranty in this Section 5.1, Customer may promptly notify Ascendo in writing of such noncompliance. Ascendo will, within 30 days of receipt of such written notification, either correct the noncompliance or provide Customer with a plan for correcting the noncompliance. If the noncompliance is not corrected or if a reasonably acceptable correction plan is not established during such period, Customer may terminate this Agreement and receive a refund of any pre-paid but unearned subscription fees, prorated on a monthly basis, as its sole and exclusive remedy for such noncompliance. This provision does not apply to Customer's use of free Services.
5.2 Customer Warranty. Customer warrants that: (a) it has all rights necessary to provide any information, data, or other materials that it provides hereunder and to permit Ascendo to use the same as contemplated hereunder; and (b) all Customer Data provided to Ascendo has been collected in compliance with applicable law, and Customer has obtained all necessary rights, consents, and authorizations required to share such data with Ascendo for processing as described in this Agreement.
5.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, EACH PARTY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE BASED ON PREDICTIVE STATISTICAL AND AI MODELS AND ARE INTENDED TO AUGMENT THE EFFICIENCY OF CUSTOMER'S OPERATIONS, NOT TO REPLACE HUMAN JUDGMENT OR DECISION-MAKING. THE SERVICES MAY CONTAIN BUGS, MAKE ERRORS, OR PRODUCE INACCURATE OUTPUTS, AND IN SUCH CASES ASCENDO CAN DISENGAGE ANY FUNCTIONALITY OF THE SERVICES AT CUSTOMER'S REQUEST. ASCENDO DOES NOT REPRESENT OR WARRANT THAT ALL QUERIES WILL BE RESOLVED, THAT ALL OUTPUTS WILL BE ACCURATE, OR THAT HUMAN REVIEW WILL NOT BE REQUIRED TO VALIDATE ANY OUTPUT BEFORE IT IS RELIED UPON.
5.4 Beta Products. FROM TIME TO TIME, CUSTOMERS MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH ASCENDO WHERE CUSTOMER GETS TO USE ALPHA OR BETA PRODUCTS, FEATURES, OR DOCUMENTATION (COLLECTIVELY, "BETA PRODUCTS") OFFERED BY ASCENDO. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED "AS IS." ASCENDO DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CUSTOMER OR ASCENDO MAY TERMINATE CUSTOMER'S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
Section 6: Indemnification
6.1 Indemnity by Ascendo. Ascendo will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes a United States patent or copyright or misappropriates a trade secret, and will indemnify Customer for any damages finally awarded against Customer (or any settlement approved by Ascendo) in connection with any such Claim; provided that (a) Customer will promptly notify Ascendo of such Claim; (b) Ascendo will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Ascendo may not settle any Claim without Customer's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Customer of all related liability); and (c) Customer reasonably cooperates with Ascendo in connection therewith. If the use of the Services by Customer has become, or in Ascendo's opinion is likely to become, the subject of any claim of infringement, Ascendo may at its option and expense (i) procure for Customer the right to continue using and receiving the Services; (ii) replace or modify the Services to make them non-infringing with comparable functionality; or (iii) if options (i) or (ii) are not reasonably practicable, terminate this Agreement and provide a pro-rata refund of any prepaid fees corresponding to the terminated portion of the applicable subscription term. Ascendo will have no liability or obligation with respect to any Claim caused in whole or in part by: (A) compliance with designs, guidelines, plans, or specifications provided by Customer; (B) use of the Services by Customer not in accordance with this Agreement; (C) modification of the Services by any party other than Ascendo without Ascendo's express consent; (D) Customer Confidential Information or Customer Data; or (E) the combination, operation, or use of the Services with other applications, products, or services where the Services would not by itself be infringing (clauses (A) through (E), "Excluded Claims"). This Section states Ascendo's sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.
6.2 Indemnification by Customer. Customer will defend Ascendo against any Claim made or brought against Ascendo by a third party arising out of: (i) Customer's breach of any laws or regulations (including with respect to privacy, data protection, or data subject rights); (ii) Customer's or any User's use of the Services; (iii) Customer's violation of any agreements it has with any User; (iv) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third party's rights or that Customer lacked the right to provide Customer Data to Ascendo; or (v) Excluded Claims; and Customer will indemnify Ascendo for any damages finally awarded against Ascendo (or any settlement approved by Customer) in connection with any such Claim; provided that (a) Ascendo will promptly notify Customer of such Claim; (b) Customer will have the sole and exclusive authority to defend and/or settle any such Claim (provided that Customer may not settle any Claim without Ascendo's prior written consent, which will not be unreasonably withheld, unless it unconditionally releases Ascendo of all liability); and (c) Ascendo reasonably cooperates with Customer in connection therewith.
Section 7: Limitation of Liability
UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) EXCLUDING A PARTY'S INDEMNIFICATION OBLIGATIONS OR THE BREACH OF SECTION 2.3 (LICENSE RESTRICTIONS), SECTION 2.5 (CUSTOMER RESPONSIBILITIES), SECTION 3 (FEES), OR SECTION 4 (INTELLECTUAL PROPERTY, DATA RIGHTS, AND CONFIDENTIALITY), ANY DIRECT DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
Section 8: Term, Termination, and Post-Engagement Data Treatment
8.1 Term. The term of this Agreement will commence on the effective date of the initial Order Form and continue until terminated as set forth below. The initial term of each Order Form will begin on the Order Form effective date and will continue for the subscription or engagement term set forth therein. Except as set forth in such Order Form, the term of each Order Form will automatically renew for successive renewal terms equal to the length of the initial term, unless either party provides the other with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
8.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event: (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach; or (b) subject to applicable law, upon the other party's liquidation, commencement of dissolution proceedings, or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of a bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
8.3 Survival. Upon termination of this Agreement, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the License Restrictions and terms and conditions relating to proprietary rights, data rights, confidentiality, disclaimers, indemnification, limitations of liability, termination, post-engagement data treatment, and the general provisions below.
8.4 Post-Engagement Data Treatment. Upon expiration or termination of any SOW or this Agreement, Ascendo will, within thirty (30) calendar days of the applicable end date: (a) delete or, at Customer's election, return all Customer Data in Ascendo's possession that was provided under the terminated SOW; and (b) provide written confirmation of such deletion upon Customer's written request within fifteen (15) business days of such request. Notwithstanding the foregoing, Ascendo shall retain all rights to de-identified, aggregated Service Data as set forth in Section 4.4, which rights survive any termination or expiration of this Agreement. Ascendo may also retain Customer Data to the extent required by applicable law or its standard backup and disaster recovery procedures, provided that such retained data remains subject to the confidentiality obligations of this Agreement.
Section 9: General
9.1 Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union, and other applicable jurisdictions in providing and using the Services.
9.2 Publicity. Customer agrees that Ascendo may refer to Customer's name and trademarks in Ascendo's marketing materials and website; however, Ascendo will not use Customer's name or trademarks in any other publicity (e.g., press releases, customer references, and case studies) without Customer's prior written consent (which may be by email).
9.3 Assignment; Delegation. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the other party's prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
9.4 Amendment; Waiver. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
9.5 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
9.6 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
9.7 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
9.8 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail return receipt requested, or overnight delivery. Ascendo may provide notice using the information provided in the most recent Order Form and Customer may provide notice using the contact information provided on https://ascendo.ai.
9.9 Entire Agreement. This Agreement comprises the entire agreement between Customer and Ascendo with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials, presentations, and agreements (oral and written). No oral or written information or advice given by Ascendo, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. In the event of any conflict between this Agreement and the DPA or CCPA Addendum, the DPA and/or CCPA Addendum, as applicable, will govern. In the event of any conflict between this Agreement and an Order Form or SOW, the Order Form or SOW will govern with respect to the specific engagement, and this Agreement will govern on all other matters.
9.10 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control ("Force Majeure Event"), including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or adoption of any law, regulation, judgment, or decree.
9.11 Government Terms. Ascendo provides the Services, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights other than those provided in this Agreement are conferred. The Services were developed fully at private expense.
9.12 Interpretation. For purposes hereof, "including" means "including without limitation."
9.13 Subcontracting. Ascendo may subcontract portions of the Services to third-party subcontractors without Customer's prior written consent, provided that: (a) Ascendo remains fully responsible to Customer for the performance of any subcontracted Services; (b) any subcontractor handling Customer Data is bound by written confidentiality and data protection obligations no less protective than those in this Agreement; and (c) Ascendo shall not subcontract the core configuration, knowledge model build, or AI model training activities to a subcontractor that is a direct competitor of Customer without Customer's prior written consent, not to be unreasonably withheld.
9.14 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising this Agreement, the following order of precedence shall apply (higher-listed documents control): (1) any executed Amendment to this Agreement; (2) this Master Services Agreement; (3) the applicable Order Form; (4) the applicable Statement of Work; (5) any Exhibits or Schedules attached hereto. Notwithstanding the foregoing, deal-specific terms expressly stated in an Order Form or SOW that conflict with a general provision of this MSA shall control for that specific engagement only if the Order Form or SOW expressly states that it supersedes the relevant MSA provision by section reference.