MASTER SERVICES AGREEMENT

1. DEFINITIONS; SCOPE; INTERPRETATION

1.1  Definitions

In this Agreement, the following capitalized terms have the meanings set out below:

1.1.1  “Account”  means an account registered by or on behalf of a User to access the Services.

1.1.2  “Affiliate”  means any entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than fifty percent (50%) of the voting power of an entity.

1.1.3  “Agreement”  means this Master Services Agreement, the Privacy Policy, all Ancillary Documents, and any Service Orders executed between the parties, collectively forming the entire agreement.

1.1.4  “Ancillary Documents”  means the Privacy Policy, Cookie Policy, Acceptable Use Policy, Service Orders, Data Processing Agreement (DPA), and any other written policies or schedules incorporated by reference.

1.1.5  “Client”  means the natural person or legal entity that has entered into this Agreement with Ascendia, whether as identified in a Service Order or by accepting these terms electronically.

1.1.6  “Company Materials”  means all materials, content, software, documentation, templates, and other works provided by Ascendia in connection with the Services.

1.1.7  “Digital Marketing Platform”  means any third-party advertising network, social media platform, search engine platform, content distribution service, or demand-side platform accessed or operated by Ascendia on behalf of Client as part of the Services.

1.1.8  “Managed Services”  means Services in which Ascendia accesses, configures, operates, or administers third-party platforms, software tools, communication systems, or AI-powered workflows on behalf of Client as Client’s authorized agent and service provider.

1.1.9  “Personal Data” or “Personal Information”  means any information relating to an identified or identifiable natural person, including Full Name, Email Address, and Phone Number, and as further described in the Privacy Policy.

1.1.10  “Service Order”  means an ordering document, statement of work, or subscription schedule executed by Ascendia and Client that references this Agreement.

1.1.11  “Services”  means all digital marketing management, operational automation, AI-powered workflow services, content creation, CRM administration, communication platform management, analytics, and related services provided by Ascendia under this Agreement and any Service Order.

1.1.12  “Third-Party Platform”  means any independently owned and operated software-as-a-service product, cloud platform, artificial intelligence tool, communication platform, advertising network, customer relationship management system, or automation service that Ascendia accesses or operates in connection with delivering the Services. Third-Party Platforms are not owned, controlled, or warranted by Ascendia.

1.1.13  “User Submission(s)”  means any content, data, material, or information submitted, uploaded, posted, or transmitted by or on behalf of Client via the Services.

1.2  Scope and Incorporation

1.2.1  This Agreement applies to all Clients and Users of the Services. The Privacy Policy and other Ancillary Documents are incorporated by reference and form part of this Agreement.

1.2.2  A Service Order, to the extent it conflicts with this Agreement, will govern for the specific Services and time period described in that Service Order. For all other matters, this Agreement controls.

1.3  Interpretation

1.3.1  Headings are for convenience only and do not affect interpretation.

1.3.2  The words “including,” “includes,” and “including without limitation” are illustrative and not limiting.

1.3.3  References to statutes or laws include all amendments and successor legislation.

1.3.4  Where this Agreement requires notice or consent “in writing,” electronic communications (including email) satisfy that requirement unless expressly stated otherwise.

2. CLIENT ELIGIBILITY; REGISTRATION; ACCOUNT SECURITY; CLIENT RESPONSIBILITIES

2.1  Eligibility and Capacity

2.1.1  Client must be at least eighteen (18) years old (or the age of majority in Client’s jurisdiction if greater) and have the legal capacity to enter into binding contracts. If Client accesses the Services on behalf of a legal entity, Client represents that it has authority to bind that entity to this Agreement.

2.1.2  Ascendia does not knowingly provide Services to children under the age of thirteen (13). If Ascendia has collected Personal Data from a child under applicable age thresholds without authorization, please contact privacy@ascendiagroup.ai immediately.

2.2  Registration and Account Information

2.2.1  When registering for an Account or providing information to Ascendia, Client must provide accurate, complete, and current information including Full Name, Email Address, and Phone Number where requested. Client agrees to update that information promptly when it changes.

2.2.2  Client is responsible for maintaining the confidentiality of Account credentials (usernames, passwords, API keys) and for all activity on or through the Account. Client will notify Ascendia immediately of any suspected unauthorized use.

2.3  Authorized Use and Acceptable Conduct

2.3.1  Subject to this Agreement and any Service Order, Ascendia grants Client a limited, non-exclusive, non-transferable, revocable license to use the Services solely for Client’s internal business operations.

2.3.2  Client shall not (and shall not permit any third party to):

(a)  use the Services for unlawful purposes or in violation of applicable law;

(b)  attempt unauthorized access to the Services, other users’ accounts, or Ascendia systems;

(c)  probe, scan, or test the vulnerability of any system or breach any security or authentication measures;

(d)  interfere with or disrupt the integrity or performance of the Services;

(e)  submit User Submissions that contain malware, infringing material, or unlawful content;

(f)  use any automated means (robots, spiders, scraping tools) without Ascendia’s prior written consent; or

(g)  remove or alter proprietary notices on any Company Materials.

2.3.3  Ascendia may investigate and take reasonable action, including suspension or termination of access, if it suspects a violation of this Agreement or conduct that harms the Services or other clients.

2.4  Client Representations and Warranties

2.4.1  Client represents and warrants that: (a) it has the authority to enter into this Agreement; (b) all information provided is accurate and current; (c) it will use the Services in compliance with applicable law; and (d) it will obtain all consents necessary for Personal Data it provides to Ascendia.

2.4.2  Client warrants that User Submissions do not infringe third-party rights and do not contain unlawful material. Client will indemnify Ascendia for claims arising from User Submissions or Client’s breach of these representations.

2A.  MANAGED SERVICES; AGENCY RELATIONSHIP; ROLE LIMITATIONS

2A.1  Agency Role

2A.1.1  Where Services include digital marketing management, operational automation, AI-powered workflows, or third-party platform administration, Ascendia acts solely as Client’s authorized agent and service provider. Ascendia is not an advertiser of record, publisher, platform operator, or co-venturer. All campaign content, spending authorizations, and regulatory compliance responsibilities remain with Client unless expressly allocated to Ascendia in a Service Order.

2A.2  No Guarantee of Results

2A.2.1  Ascendia does not guarantee any specific marketing outcomes, advertising performance metrics, lead volumes, search rankings, revenue results, or return on advertising spend. Performance projections shared by Ascendia are estimates only and subject to platform variables, market conditions, algorithmic changes, and third-party factors beyond Ascendia’s control.

2A.3  Client Approval Responsibility

2A.3.1  Client is responsible for reviewing and approving all creative content, campaign strategies, and automated communications before publication, unless Client has expressly granted Ascendia approval authority in a signed Service Order. Approval — including deemed approval by silence after a review period stated in a Service Order — constitutes Client’s acceptance of responsibility for such content.

2A.4  Regulated Industry Compliance

2A.4.1  For Clients operating in regulated industries, including dental practices, medical clinics, healthcare providers, and financial services entities, Client is solely responsible for ensuring that all content, campaigns, and communications produced by Ascendia on Client’s behalf comply with applicable sector-specific regulations. This includes, without limitation, healthcare advertising regulations, professional conduct rules imposed by applicable regulatory colleges or bodies, and healthcare privacy legislation in the applicable jurisdiction. Ascendia is not a compliance advisor for any regulated industry and does not warrant that any content produced meets regulatory requirements specific to Client’s practice or jurisdiction.

2A.5  Platform Account Ownership

2A.5.1  Where Ascendia operates third-party platform accounts on behalf of Client, Client acknowledges that: (a) Ascendia acts solely as Client’s authorized agent; (b) Client retains ultimate responsibility for all campaign content, budget authorizations, and platform account compliance; (c) Ascendia is not liable for charges, overspend, or penalties incurred within Client’s platform accounts beyond Ascendia’s direct control; and (d) upon termination of Services, platform account access and data portability are subject to each relevant third-party platform’s own policies.

3. INTELLECTUAL PROPERTY; USER CONTENT; LICENSES

3.1  Ascendia Ownership

3.1.1  Ascendia and its licensors retain all right, title, and interest in and to the Company Materials and the Services, including all intellectual property rights, subject only to the limited licenses expressly granted herein.

3.2  Limited License to Client

3.2.1  Ascendia grants Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services for Client’s internal business purposes consistent with this Agreement and any Service Order. No right, title, or interest in the Company Materials is transferred except as expressly granted.

3.3  License to Ascendia for User Submissions

3.3.1  By submitting User Submissions in connection with the Services, Client grants Ascendia and its Affiliates a license to use, reproduce, modify, distribute, perform, and display such User Submissions solely to the extent necessary to provide, operate, and improve the Services for Client. Ascendia will not use identifiable Client business data for general marketing purposes without Client’s prior consent. This license permits Ascendia to aggregate and de-identify data and to use aggregated, de-identified data without restriction.

3.3.2  Client represents that it has all necessary rights, consents, and permissions to grant the license in Section 3.3.1.

3.4  Feedback

3.4.1  Any feedback or suggestions Client provides regarding the Services become Ascendia’s property, and Client assigns all rights in such feedback to Ascendia. Ascendia may use feedback without restriction or compensation.

3.5  Trademarks

3.5.1  Ascendia’s trademarks, logos, and trade names are the property of Ascendia. Client may not use them without prior written consent.

3.6  IP Enforcement

3.6.1  Ascendia will respond to valid notices of alleged intellectual property infringement in accordance with applicable law. Repeat infringers may have their Accounts terminated.

4. DATA COLLECTION; FORM SUBMISSION CONSENT; PROCESSING OF PERSONAL IDENTIFIERS

4.1  Scope

4.1.1  This Section describes legal consents and processing relating to Ascendia’s collection and use of Full Name, Email Address, and Phone Number (the “Primary Identifiers”), in addition to the comprehensive statements in the Privacy Policy.

4.2  Personal Data Collected

4.2.1  Ascendia collects and processes the Primary Identifiers. Ascendia may also collect additional Personal Data such as billing address, company name, job title, IP address, device identifiers, and usage data, as detailed in the Privacy Policy.

4.3  Purposes of Processing

4.3.1  Ascendia processes the Primary Identifiers for the following purposes:

(a)  account registration, authentication, and administration;

(b)  transactional communications including confirmations, billing, and legal notices;

(c)  account support and troubleshooting;

(d)  fraud detection, identity verification, and security;

(e)  marketing communications where Client has consented;

(f)  analytics, personalization, and product improvements; and

(g)  compliance with legal obligations.

4.4  Lawful Bases for Processing

4.4.1  Where applicable, Ascendia relies on the following lawful bases: (a) contract performance; (b) Client’s consent for marketing and certain communications; (c) legitimate interests including fraud prevention and operations, after applicable balancing tests; and (d) legal obligations.

4.5  Form Submission Consent

4.5.1  When Client submits a form or otherwise provides Personal Data, Client expressly: (a) consents to Ascendia’s collection, processing, and storage of such Personal Data in accordance with this Agreement and the Privacy Policy; (b) authorizes Ascendia to contact Client via the provided details for the stated purposes; and (c) consents to transfer and storage of Personal Data in jurisdictions where Ascendia or its processors operate, subject to appropriate safeguards.

4.5.2  By submitting, Client represents that the information is accurate and that Client is the data subject or is authorized to act on behalf of the data subject.

4.6  Data Minimization and Accuracy

4.6.1  Ascendia collects only information reasonably necessary for the stated purposes and is not liable for consequences arising from inaccurate information provided by Client.

4.7  Retention

4.7.1  Personal Data is retained only as long as necessary for the applicable purpose, subject to legal or business retention requirements. Specific retention periods are described in the Privacy Policy.

5. MARKETING CONSENT; OPT-IN; OPT-OUT; WITHDRAWAL; TCPA; CASL; CAN-SPAM

5.1  Marketing Principles

5.1.1  Ascendia will only send marketing communications where a lawful basis exists. Where consent is required, Ascendia will obtain an explicit opt-in before sending marketing messages.

5.2  Opt-In Mechanisms

5.2.1  Marketing consent will be obtained via clear affirmative action: for example, an unchecked checkbox that the recipient must tick, a subscribe button, or double opt-in confirmation where required by applicable law.

5.2.2  Where double opt-in is used, a confirmation message will be sent to the provided email address or phone number, and no marketing messages will be sent until confirmation is received.

5.3  Channel-Specific Consent

5.3.1  Ascendia will obtain separate consent for different channels where required by law. Consent for one channel does not imply consent for another.

5.4  Opt-Out and Withdrawal

5.4.1  Email.  Every marketing email will include a clear unsubscribe link. Ascendia will process unsubscribe requests promptly and within applicable legal timeframes.

5.4.2  SMS.  Each marketing SMS includes an opt-out instruction. Ascendia will cease SMS marketing to the relevant number promptly upon receipt of a valid opt-out request.

5.4.3  Telephone.  To stop telephone marketing, Client may inform the caller, update account preferences, or contact privacy@ascendiagroup.ai.

5.4.4  Withdrawal.  Withdrawal of consent does not affect the lawfulness of prior processing, nor will it necessarily require deletion of all Personal Data where retention is required for contractual or legal purposes.

5.5  Applicable Telecommunications and Anti-Spam Law

5.5.1  TCPA (United States).  For United States telephone and SMS communications, Ascendia will comply with the Telephone Consumer Protection Act (TCPA), including obtaining prior express written consent for autodialed calls and texts where required.

5.5.2  CAN-SPAM (United States).  Ascendia will comply with the CAN-SPAM Act for commercial emails to United States recipients, including required header information, truthful subject lines, physical address disclosure, and opt-out mechanisms.

5.5.3  CASL (Canada).  For electronic marketing messages sent to Canadian recipients (commercial electronic messages as defined under Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“CASL”)), Ascendia will: (a) obtain express or implied consent before sending commercial electronic messages, as required by CASL; (b) include in each message the sender’s name, contact information, and a functional unsubscribe mechanism; (c) honor unsubscribe requests within ten (10) business days; and (d) maintain records of consent for a minimum of three (3) years. Implied consent under CASL is time-limited, generally two years from the last business interaction or transaction, and Ascendia will implement processes to transition from implied to express consent prior to expiry where applicable.

5.5.4  Other Jurisdictions.  For clients or data subjects in other jurisdictions, Ascendia will adhere to applicable local electronic marketing laws and obtain consent where required.

5.6  Consent Records

5.6.1  Ascendia maintains records of consent and withdrawal actions, including timestamp, method, IP address, and content, to demonstrate compliance.

6. DATA PROCESSING; THIRD-PARTY PROCESSORS; SHARING

6.1  Processing Principles

6.1.1  Ascendia processes Personal Data only for specified, legitimate purposes and in accordance with applicable law.

6.2  Categories of Recipients

6.2.1  Ascendia may disclose Personal Data, including Primary Identifiers, to the following categories of recipients:

(a)  Customer relationship management and sales platform providers, for contact management and sales workflows;

(b)  Email service and marketing automation providers, for campaign delivery, personalization, and tracking;

(c)  SMS, telephony, and contact centre providers, for transactional and marketing communications, two-factor authentication, and support;

(d)  Analytics and attribution service providers, for product analytics and telemetry;

(e)  Hosting and cloud infrastructure providers, for data storage and compute services;

(f)  Payment processors and gateways, for payment processing and billing;

(g)  Identity verification and fraud prevention providers, for risk assessment and regulatory compliance;

(h)  Artificial intelligence and automated processing service providers, for AI-powered features and workflow automation;

(i)  Customer support platform providers, for support ticketing and case management;

(j)  Professional advisors including legal, tax, and accounting advisors; and

(k)  Business transaction parties, including acquirers, prospective purchasers, and their advisors, in connection with corporate transactions.

6.3  Contractual Protections

6.3.1  Ascendia requires third-party processors to enter into written agreements that: (a) limit processing to documented instructions; (b) impose confidentiality and security obligations; (c) restrict onward transfers without authorization; (d) obligate assistance with data subject requests and breach notifications; and (e) permit audits or provide independent assurance reports where appropriate.

6.4  Subprocessors

6.4.1  Ascendia may engage subprocessors. Ascendia will maintain an updated list of subprocessors and will notify affected clients of material additions where contractually required. Ascendia remains responsible for the acts and omissions of its authorized subprocessors as required by applicable law.

6.5  Cross-Border Transfers

6.5.1  Processing and transfers occur via secure channels and Personal Data is stored under contractual safeguards. Where transfers involve movement from the EEA, UK, or Canada to other jurisdictions, Ascendia will implement appropriate safeguards including Standard Contractual Clauses or equivalent mechanisms as required.

6.6  Law Enforcement Disclosures

6.6.1  Ascendia may disclose Personal Data to comply with lawful requests from courts, law enforcement, regulators, or other government authorities, or where necessary to protect Ascendia’s rights, property, or safety.

6.7  Aggregated and De-identified Data

6.7.1  Ascendia may transform Personal Data into aggregated or de-identified datasets and use and disclose those datasets for any purpose, provided they are irreversibly de-identified. Such datasets are not treated as Personal Data.

7. SECURITY; TECHNICAL AND ORGANIZATIONAL MEASURES; INCIDENT RESPONSE

7.1  Security Program

7.1.1  Ascendia maintains a risk-based information security program designed to protect the confidentiality, integrity, and availability of Personal Data, aligned with industry best practices where appropriate.

7.2  Technical Measures

7.2.1  Encryption.  TLS 1.2 or higher for data in transit and strong encryption for data at rest where practicable.

7.2.2  Access Controls.  Role-based access control, least privilege principle, and multi-factor authentication for administrators.

7.2.3  Secure Development.  Secure software development lifecycle, code reviews, vulnerability scanning, and patch management.

7.2.4  Network Security.  Firewalls, network segmentation, intrusion detection and prevention systems, and secure configurations.

7.2.5  Monitoring.  Centralized logging and monitoring for anomaly detection with appropriate retention for auditability.

7.3  Organizational Measures

7.3.1  Ascendia maintains security policies, a governance framework, regular staff training on security and privacy, background screening for employees with access to sensitive data, and confidentiality obligations.

7.4  Incident Response and Breach Notification

7.4.1  Ascendia maintains an incident response program. In the event of a confirmed security incident involving Personal Data, Ascendia will promptly contain and remediate the incident, investigate the cause, and notify affected individuals and regulators where required by applicable law, without undue delay.

7.5  No Absolute Security

7.5.1  While Ascendia employs reasonable and appropriate safeguards, no security program is infallible. Ascendia does not guarantee the absolute prevention of unauthorized access or data breaches.

8. THIRD-PARTY INTEGRATIONS; LINKS; CLIENT AUTHORIZATIONS

8.1  Third-Party Links

8.1.1  The Services may include links to third-party websites and services. Ascendia does not control such third parties and is not responsible for their content or privacy practices. Clients should review applicable third-party terms before use.

8.2  Client-Initiated Integrations

8.2.1  Where Client authorizes an integration with a third-party service, Client expressly consents to the sharing of specified data with that service. Such authorizations are managed via standard authentication protocols and may be revoked by Client at any time. Ascendia will disclose the categories of data transmitted to the relevant third party at the point of authorization.

8.3  API Use

8.3.1  API credentials must be kept confidential. Client is responsible for all activity using its API keys. Ascendia may revoke or suspend API access for misuse. API use is subject to rate limits and acceptable use restrictions.

8.4  Third-Party Liability

8.4.1  Ascendia is not liable for third-party practices beyond Ascendia’s contractual commitments. Clients indemnify Ascendia for claims arising from misuse or unauthorized connections to third-party services.

8A.  THIRD-PARTY PLATFORM IMMUNITY; AI TOOL DISCLAIMER; MANAGED PLATFORM OPERATIONS8A.1  Platform Dependency Acknowledgment

8A.1.1  In connection with delivering certain Services, Ascendia may access, operate within, configure, or integrate with Third-Party Platforms on behalf of Clients. Client acknowledges that:

(a)  Third-Party Platforms are independently owned and operated by their respective vendors and are subject to those vendors’ own terms of service, policies, and availability;

(b)  Ascendia does not own, control, warrant, or guarantee the performance, availability, accuracy, security, or continued operation of any Third-Party Platform; and

(c)  Third-Party Platforms may impose policy changes, feature restrictions, account suspensions, service discontinuations, or algorithm modifications at any time, without prior notice to or fault of Ascendia.

8A.2  No Liability for Third-Party Platform Failures

8A.2.1  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASCENDIA SHALL HAVE NO LIABILITY WHATSOEVER TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE ARISING FROM OR RELATED TO:

(A)  DOWNTIME, OUTAGES, ERRORS, LATENCY, OR FAILURES OF ANY THIRD-PARTY PLATFORM;

(B)  CHANGES TO THIRD-PARTY PLATFORM TERMS OF SERVICE, PRIVACY POLICIES, ALGORITHMS, ADVERTISING POLICIES, API SPECIFICATIONS, OR FEATURES, INCLUDING DEPRECATION OF FEATURES RELIED UPON BY CLIENT;

(C)  SUSPENSION, TERMINATION, RESTRICTION, OR OTHER ENFORCEMENT ACTION TAKEN BY A THIRD-PARTY PLATFORM AGAINST CLIENT’S ACCOUNT OR ADVERTISING ACCOUNT, WHETHER CAUSED BY CLIENT CONTENT, CONDUCT, OR THE THIRD-PARTY PLATFORM’S OWN POLICIES;

(D)  INACCURATE, INCOMPLETE, MISLEADING, NON-COMPLIANT, OR OTHERWISE DEFICIENT OUTPUT GENERATED BY ARTIFICIAL INTELLIGENCE TOOLS OR AUTOMATED SYSTEMS OPERATED ON BEHALF OF CLIENT; OR

(E)  FAILURE, DELAY, OR NON-DELIVERY OF EMAIL, SMS, PUSH NOTIFICATION, OR OTHER ELECTRONIC COMMUNICATION CAUSED BY THIRD-PARTY COMMUNICATION OR DELIVERY PLATFORM PROVIDERS.

8A.3  AI-Generated Content Disclaimer

8A.3.1  Where Ascendia uses artificial intelligence tools, large language models, or automated content generation systems to produce content, copy, creative assets, automated responses, campaign materials, or recommendations as part of the Services, such outputs are provided on an “as-is” basis. Ascendia does not warrant that AI-generated content is: (a) accurate or factually complete; (b) compliant with applicable law or regulatory requirements, including healthcare advertising regulations or professional conduct rules; (c) free from bias, error, or hallucination; or (d) suitable for Client’s specific purposes or audience. Client is responsible for reviewing, editing, approving, and assuming full responsibility for any AI-generated content before publication, distribution, or use.

8A.4  Client Indemnification for Platform Misuse

8A.4.1  Client shall indemnify, defend, and hold harmless the Ascendia Indemnitees from and against any claims, damages, losses, fines, and costs (including reasonable legal fees) arising from: (a) Client’s violation of any Third-Party Platform’s terms of service or advertising policies; (b) Client content that causes account suspension, advertiser penalties, or platform enforcement actions; (c) Client’s failure to review and approve AI-generated or automated content prior to publication; or (d) any regulatory investigation, enforcement action, or third-party claim arising from content or campaigns approved or directed by Client.

8A.5  Force Majeure — Platform Events

8A.5.1  Events affecting Third-Party Platforms — including platform outages, algorithm changes, policy shifts, or service discontinuations — constitute events beyond Ascendia’s reasonable control for the purposes of Section 15.6 (Force Majeure). Ascendia shall not be in breach of this Agreement or any Service Order due to performance delays or failures directly caused by such events.

9. FEES; PAYMENT; BILLING; TAXES; REFUNDS

9.1  Fees and Invoicing

9.1.1  Use of certain Services requires payment of fees as set out in a Service Order. Unless otherwise stated, fees are exclusive of applicable taxes.

9.1.2  Fees may be billed in advance or arrears as specified in the Service Order.

9.2  Payment Methods

9.2.1  Ascendia accepts payment via the methods specified in the Service Order. By providing a payment method, Client represents that it is authorized to use it.

9.3  Payment Processing

9.3.1  Payment card data is processed by PCI-compliant third-party payment processors. Ascendia does not retain full card numbers except as permitted under applicable payment card industry standards.

9.4  Late Payments

9.4.1  Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by applicable law. Ascendia may suspend Services for non-payment after providing written notice and a reasonable cure period of not less than seven (7) days.

9.5  Refunds and Chargebacks

9.5.1  Unless expressly stated in a Service Order, fees are non-refundable. Ascendia may issue credits at its discretion. Client must notify Ascendia promptly of any disputed charge; Ascendia may contest improper chargebacks.

9.6  Billing Disputes

9.6.1  Billing disputes must be raised in writing within thirty (30) days of the invoice date with supporting documentation. Undisputed amounts remain payable.

9.7  Taxes

9.7.1  Client is responsible for all applicable taxes, duties, and levies except Ascendia’s own income taxes. Ascendia will collect applicable taxes where required and provide tax invoices as required by law.

10. 
    TERM; TERMINATION; EFFECTS OF TERMINATION

10.1  Term

10.1.1  This Agreement commences on the Effective Date and continues until terminated as set forth herein or in a Service Order.

10.2  Termination by Ascendia

10.2.1  Ascendia may terminate or suspend Services immediately for cause, including material breach, illegal activity, or security risk. Ascendia may also terminate for convenience with thirty (30) days’ prior written notice unless the applicable Service Order specifies a different notice period.

10.3  Termination by Client

10.3.1  Client may terminate its Account or Services in accordance with the terms of the applicable Service Order or by providing written notice to Ascendia. Termination does not relieve Client of obligations to pay accrued fees.

10.4  Effects of Termination

10.4.1  Upon termination, Ascendia may: (a) disable Client’s access to the Services; (b) where required by a Service Order, provide Client with a reasonable export window of thirty (30) days to retrieve Client data held within Ascendia’s controlled systems; and (c) thereafter delete or anonymize Client data in accordance with its retention policies, except where retention is required by law. For the avoidance of doubt, data held within Third-Party Platforms is subject to those platforms’ own data portability and deletion policies, which are outside Ascendia’s control.

10.4.2  Provisions that by their nature survive termination — including confidentiality, intellectual property, indemnity, limitation of liability, Section 8A, and payment obligations — shall survive.

11. INDEMNIFICATION

11.1  Client Indemnity

11.1.1  Client shall indemnify, defend, and hold harmless Ascendia and its Affiliates, officers, directors, employees, and agents (the “Ascendia Indemnitees”) from and against any claims, damages, losses, fines, and costs (including reasonable legal fees) arising out of or relating to: (a) Client’s breach of this Agreement; (b) Client’s negligent or willful acts or omissions; (c) Client’s User Submissions; (d) Client’s violation of applicable law or regulatory requirements; (e) Client’s use of the Services in a manner not permitted herein; or (f) any claim described in Section 8A.4.

11.2  Ascendia Indemnity

11.2.1  Ascendia shall indemnify and defend Client against third-party claims to the extent they allege that the Services, as provided by Ascendia and used in accordance with this Agreement, infringe third-party intellectual property rights in the applicable jurisdiction. Ascendia’s obligations are subject to: (a) Client providing prompt written notice; (b) Ascendia having sole control of defense and settlement; and (c) Client’s reasonable cooperation.

11.2.2  Ascendia’s remedies under this indemnity include procuring the right to continue Client’s use, modifying the Services to avoid infringement, or where neither is commercially practicable, terminating the affected Services and refunding pre-paid fees for the unused portion.

11.3  Exclusions

11.3.1  Ascendia has no indemnity obligation for claims arising from: (a) combination of the Services with non-Ascendia products where the infringement arises from the combination; (b) Client’s modifications; or (c) Client’s continued use of the Services after Ascendia has advised cessation.

11.4  Procedure

11.4.1  The indemnified party shall: (a) promptly notify the indemnifying party in writing of a claim; (b) grant the indemnifying party sole control of defense and settlement; and (c) provide reasonable cooperation at the indemnifying party’s expense.

12. WARRANTIES; DISCLAIMERS

12.1  Limited Warranty

12.1.1  Ascendia warrants that the Services will materially conform to applicable documentation and any Service Order for a period of ninety (90) days after initial provision. Ascendia’s sole obligation for breach of this warranty is to use commercially reasonable efforts to correct material non-conformities, provide a workaround, or, at Ascendia’s option, terminate the affected Services and refund any pre-paid fees for the unused portion.

12.2  Disclaimer

12.2.1  EXCEPT AS EXPRESSLY PROVIDED IN SECTION 12.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ASCENDIA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING BY COURSE OF DEALING, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

12.3  Third-Party Content and AI Disclaimer

12.3.1  Ascendia does not warrant any Third-Party Platform, third-party service, application, integration, or content accessible through the Services. AI-generated outputs are provided on an as-is basis and are subject to the additional disclaimer in Section 8A.3.

13. LIMITATION OF LIABILITY

13.1  Exclusion of Consequential Damages

13.1.1  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ASCENDIA NOR ITS AFFILIATES SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR LOSS OF ADVERTISING SPEND, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ASCENDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2  Aggregate Liability Cap

13.2.1  EXCEPT FOR LIABILITY ARISING FROM (A) ASCENDIA’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (B) DEATH OR PERSONAL INJURY CAUSED BY ASCENDIA’S NEGLIGENCE; (C) BREACH OF CONFIDENTIALITY OBLIGATIONS; (D) ASCENDIA’S INDEMNITY OBLIGATIONS UNDER SECTION

11.2; OR (E) LIABILITY THAT CANNOT BE LIMITED BY LAW, ASCENDIA’S AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNTS PAID BY CLIENT TO ASCENDIA UNDER THE APPLICABLE SERVICE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED DOLLARS (US $100).

13.2.2  For the avoidance of doubt, losses or damages arising directly or indirectly from Third-Party Platform failures, outages, policy changes, account actions, service discontinuations, or AI-tool outputs — as described in Section 8A — are subject to the aggregate liability cap in Section 13.2.1. Ascendia’s liability for such losses shall not exceed the amounts set forth in Section 13.2.1 regardless of the form of action.

13.3  Essential Allocation of Risk

13.3.1  The foregoing limitations reflect the allocation of risk between the parties, are essential to this Agreement, and apply notwithstanding any failure of essential purpose of any limited remedy. Nothing in this Section limits liability that cannot be limited by applicable law.

14. DISPUTE RESOLUTION; ARBITRATION; GOVERNING LAW

14.1  Good Faith Negotiation

14.1.1  The parties will attempt to resolve disputes promptly by good faith negotiation between senior representatives. If unresolved within thirty (30) days, either party may pursue the dispute as set forth below.

14.2  Arbitration

14.2.1  If the dispute is not resolved by negotiation, the parties agree that disputes shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or if AAA is unavailable, by JAMS under its Comprehensive Arbitration Rules and Procedures.

14.2.2  The seat of arbitration shall be New Castle County, Delaware. The arbitration shall be conducted in English by a single arbitrator applying Delaware substantive law. The arbitration decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3  Emergency Relief

14.3.1  Either party may seek provisional or emergency relief (including injunctive relief) in any court of competent jurisdiction without first submitting to arbitration.

14.4  Class Action and Jury Waiver

14.4.1  TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS ARISING OUT OF THIS AGREEMENT.

14.5  Consumer Opt-Out

14.5.1  Consumers may opt out of binding arbitration by sending written notice to legal@ascendiagroup.ai within thirty (30) days of first acceptance of this Agreement. The notice must include the consumer’s name, email address, and a statement that the consumer is opting out of arbitration.

14.6  Governing Law and Venue

14.6.1  This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of laws principles. Subject to the arbitration clauses above, the parties submit to the exclusive jurisdiction of state and federal courts located in New Castle County, Delaware.

14.6.2  Canadian Clients.  Notwithstanding Section 14.2, where mandatory arbitration is prohibited or unenforceable under applicable provincial law in Canada with respect to a consumer transaction, disputes with Canadian consumers shall be resolved in the courts of competent jurisdiction in the province in which the consumer resides, and the governing law of that province shall apply to that consumer’s claim.

15. GENERAL PROVISIONS

15.1  Entire Agreement

15.1.1  This Agreement, the Privacy Policy, Service Orders, and Ancillary Documents constitute the entire agreement between the parties relating to the subject matter and supersede all prior agreements, representations, and understandings.

15.2  Amendment

15.2.1  Ascendia may amend this Agreement. Material changes will be communicated by email or posted on the relevant site with reasonable notice. Continued use of the Services after notice of material changes constitutes acceptance of the revised terms.

15.3  Severability

15.3.1  If any provision is held invalid, illegal, or unenforceable, the remaining provisions continue in full force, and the parties will replace the invalid provision with a lawful provision that closely approximates its intent.

15.4  Assignment

15.4.1  Client may not assign this Agreement without Ascendia’s prior written consent, except in connection with a merger or sale of all or substantially all of Client’s assets where the assignee assumes all obligations. Ascendia may assign this Agreement in connection with a sale of substantially all of its assets or business.

15.5  Notices

15.5.1  Notices must be in writing and delivered to the addresses set out in Section 16. Notices are effective upon confirmed receipt.

15.6  Force Majeure

15.6.1  Neither party is liable for failure or delay due to causes beyond reasonable control, including acts of God, war, pandemic, strikes, governmental action, denial-of-service attacks, or third-party platform outages or policy changes, provided the affected party uses commercially reasonable efforts to resume performance and notifies the other party promptly.

15.7  Relationship of the Parties

15.7.1  The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or franchise between the parties.

15.8  Waiver

15.8.1  Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

16. CONTACT AND LEGAL NOTICES