Master Services Agreement
Ascent Solutions Master Subscription and Services Agreement (MSA)
You acknowledge that the Service is hosted by Ascent Solutions using the Salesforce platform. By accepting this Agreement, you also agree to be bound by the Salesforce Platform Terms of Use, which are incorporated by reference.
Agreement to Terms
By accepting, purchasing or using our Services, you confirm that you have read, understood, and agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity and its affiliates to these terms.
Competitor Access
You agree not to access the Services if you are a direct competitor of Ascent Solutions, except with prior written consent from us. A “direct competitor” means any company that provides products or services substantially similar to those offered by Ascent Solutions.
1. Definitions
Ascent Solutions’ data that is collected and processed as defined in this Privacy Statement is stored on servers within the USA.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity. For purposes of this definition, “Control” means the direct or indirect ownership or control of more than fifty percent (50%) of the voting interests or equity interests of the subject entity, or the ability to otherwise direct or influence the management and policies of the entity.
“AppExchange” means the online marketplace hosted by Salesforce, located at salesforce.com/appexchange or any successor websites, which lists third-party applications that may interoperate with the Services.
“Malicious Code” means any software, code, files, scripts, agents, or programs that are intended to damage, disable, interfere with, or disrupt the normal operations of the Services or its underlying systems, including, but not limited to, viruses, worms, time bombs, Trojan horses, and similar harmful or malicious software.
“Order Form” means the ordering documents that specify the Services to be purchased by You, including License Agreements and Statements of Work, and that are entered into from time to time by You and Us.
“Professional Services” means certain professional services, such as implementation, customization, and training, which are provided by Ascent Solutions or one of its certified implementation providers under a separate Statement of Work or on a time-and-materials basis at the then-current rates.
“Purchased Services” means the Services that You or Your Affiliates have purchased from Us under this Agreement, as set forth in the applicable Order Form(s). Purchased Services may include both standard and customized services as specified in the Order Form.
“Basic Support” means defects in promised Ascent Solutions applications functionality are handled at no cost to the customer and corrective action is Ascent Solutions’ responsibility via Ascent Solutions Customer Success Team.
“Services” means the online, web-based applications, platforms, and related services provided by Us through Salesforce.com or any other designated websites, including all associated offline components, as ordered by You via an Order Form. Services also includes any Professional Services as described above.
“Statement of Work” or “SOW” means a written statement of work, signed by both parties, that expressly references this Agreement and describes the specific Professional Services to be provided, including project deliverables, timelines, and other related terms.
“Third-Party Applications” means online, web-based applications or offline software products that are provided by third parties, may interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the AppExchange. Third-party applications may be subject to separate terms and conditions.
“Product User Guides” means the Ascent Solutions Product Guides, which provide users with instructions on how to use our applications. The Product User Guides are made available online and may be updated periodically by Us.
“Users” means Your employees, contractors, consultants, agents, or representatives who are authorized by You to use the Services, for whom subscriptions to the Services have been purchased, and who have been provided with user identification credentials (usernames and passwords) by You (or by Us, at Your request).
“We,” “Us,” or “Our” means Ascent Solutions, as described in Section 12 (Who You Are Contracting With, Notices, Governing Law, and Jurisdiction).
“You” or “Your” means the company or other legal entity that is accepting this Agreement, including Affiliates of such company or entity. The term “You” includes, as applicable, the company and its authorized representatives.
“Your Data” means all electronic data or information, including personal data, provided by You to the Purchased Services. Your Data does not include data generated by the Services themselves or data that is proprietary to Us.
2. Purchased Services
2.1. Provision of Purchased Services. We grant You a non-exclusive, non-transferable license to use and access the Purchased Services, in accordance with the terms of this Agreement and the relevant Order Forms, for the duration of the subscription term. You acknowledge that Your purchases hereunder are not contingent on the delivery of any future functionality or features, nor are they dependent on any oral or written statements or comments made by Us regarding future functionality or features of the Services.
2.2. User Subscriptions. Unless otherwise specified in the applicable Order Form:(i) Services are purchased as User subscriptions, which may be accessed by no more than the specified number of Users, (ii) Additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect when the additional User subscriptions are added, and (iii) The added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User. However, User subscriptions may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
2.3. Professional Services. From time to time, the parties may agree on one or more Statements of Work (each, a “SOW”) for Professional Services. Each Statement of Work will clearly describe the Professional Services to be rendered, any project schedule, and the associated fees and costs to be paid by You. Our obligation is limited to performing only the Professional Services specified in the relevant Statement of Work. Any modifications to a Statement of Work must be documented in a written change order, signed by both parties. If Professional Services are provided at Your location, You will supply all necessary materials, equipment, and ancillary resources (including office space and furniture) to enable Us to perform the Professional Services, as expressly specified in the applicable Statement of Work. If You request Professional Services and no Statement of Work is in place for such services, You will be billed on a time and materials basis, at the then-current rate.
3. Use of the Services
3.1. Our Responsibilities. We shall provide You with Basic Support for the Purchased Services at no additional charge, and/or provide upgraded support if purchased separately, in accordance with the applicable Order Form. The availability, uptime, and other terms and conditions for the Services provided through the Salesforce Platform are governed by the Salesforce End User Agreement.
3.2. Your Responsibilities. You shall: (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity, and legality of Your Data as provided to Us, and for the means by which You acquire Your Data, including obtaining all necessary licenses, permissions, and rights to use Your Data in connection with this Agreement, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify Us of any unauthorized access or use, and (iv) use the Services solely in accordance with the User Guide and applicable laws and regulations. You shall not: (a) make the Services available to anyone other than Users, (b) sell, resell, rent, or lease the Services, (c) knowingly use the Services to store or transmit infringing, libelous, or unlawful material, or material in violation of third-party privacy rights, (d) knowingly use the Services to store or transmit Malicious Code, (e) intentionally interfere with or disrupt the integrity or performance of the Services or any third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or any related systems or networks.
3.3. Limits to Ability to Customize. You may customize certain functionalities of the Services through the use of Salesforce platform tools. However, all customizations that create or modify Ascent Transactions (including, but not limited to, Purchase Order Receipts, Sales Order Lines, Movement Lines, etc.) must be done using Our provided tools, such as Application Programming Interfaces (APIs), global classes, and invocable actions. Failure to use Our provided tools will result in the lack of support for Your solution. This will not, however, release You from Your other responsibilities under this Agreement.
3.4. Usage Limitations. The Services may be subject to limitations, such as limits on disk storage space, the number of API calls You are permitted to make, and for Services enabling public websites, limits on the number of page views by visitors. Any such limitations are specified in the Salesforce documentation, which You should refer to for specific thresholds. The Services provide real-time information that enables You to monitor Your compliance with such limitations.
4. Third-Party Providers
4.1. Acquisition of Third-Party Products and Services. We may offer Third-Party Applications for sale under Order Forms. However, any other acquisition of third-party products or services by You—including but not limited to Third-Party Applications and related implementation, customization, and consulting services, as well as any exchange of data between You and any third-party provider—is solely between You and the applicable third-party provider, unless otherwise specified in an Order Form. Any access we provide to Third-Party Applications does not imply endorsement or partnership, and Ascent Solutions is solely facilitating optional customer access to these products. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, except as explicitly specified in an Order Form. No purchase of third-party products or services is required to use the Services.
4.2. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with the Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data solely to the extent required for the interoperation of such applications with the Services. We shall not be responsible for any disclosure, modification, or deletion of Your Data resulting from such access by Third-Party Application providers, except in cases of Our gross negligence or willful misconduct. We are not responsible for the data handling practices, security policies, or procedures of any third-party provider or their applications, and Customers are advised to conduct their own due diligence on third-party providers to ensure compliance with internal security, privacy, and operational standards. The Services shall allow You to control access by restricting Users from installing or enabling such Third-Party Applications for use with the Services, thereby providing additional control over Your Data’s exposure.
4.3. Transmission of Customer Data. The Services do not transmit Your Customer Data outside the Services. Should You transmit Customer Data to any other service or add on Third-Party Applications that transmit Your Data outside the Services, whether or not you use the Services to do this, You do so at Your own risk and acknowledge that the security and validity of Your data is Your responsibility. Ascent Solutions strongly advises implementing appropriate data protection practices when transmitting Customer Data outside of Our Services. Nothing in this Section 4.3 shall limit Our obligations to maintain the confidentiality and security of Your Data as set forth in Section 7.
4.4. Limitation of Liability. Under no circumstances shall We be liable for any direct, indirect, incidental, or consequential damages arising from the use of Third-Party Applications, except as specified in an Order Form. Our liability is expressly limited to the maximum extent permitted by law, and any interaction with third-party providers, as outlined above, is solely at Your discretion.
Disclaimer. WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE THIRD-PARTY APPLICATIONS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD-PARTY APPLICATIONS. YOU SHOULD CONSULT THE RESPECTIVE THIRD-PARTY PROVIDERS FOR WARRANTY AND PERFORMANCE INFORMATION.
5. Fees and Payment for Purchased Services
5.1. User Fees. You shall pay all fees specified in each Order Form. Except as otherwise specified in the Order Form, (i) fees are quoted and payable in U.S. dollars, (ii) fees are based on services purchased rather than actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, and (iv) the number of User subscriptions cannot be decreased during the subscription term stated on the Order Form. User subscription fees are based on monthly periods beginning on the subscription start date and each monthly anniversary; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for the full monthly period and remaining subscription term. Unless otherwise specified in the Ascent Solutions Licensing Agreement, we reserve the right to increase licensing fees by up to 5% annually.
5.2. Professional Services Fees. We will issue an Invoice reflecting the estimated number of Professional Service hours as identified in the Statement of Work, billed at the agreed hourly rate. Unless otherwise agreed in writing by both parties, rates apply to an eight (8) hour day and forty (40) hour week. Time in excess of the agreed hours due to client requests or additional requirements will be billed at 1.5 times the contracted rate. We shall make commercially reasonable efforts to schedule Professional Services personnel to meet Your requests; however, due to high demand, advance scheduling of at least three (3) weeks is recommended to ensure availability and reduce travel costs. Cancellations on less than seven (7) days’ notice will be billable at 50% of the applicable rate.
5.3. Travel and Related Expenses. If Professional Services personnel travel to Your site, travel time exceeding a 3-hour round-trip allowance will be charged at the applicable hourly rate if the trip duration is less than three (3) consecutive days. You agree to reimburse Ascent Solutions for reasonable pre-approved expenses directly related to on-site Professional Services, including but not limited to transportation, lodging, and meals. International air travel will be Business Class; domestic flights will be Coach. Rail travel will be First Class. Hotels will be U.S. 3-star (or international equivalent). Expenses, including internet fees and shipping, will be invoiced monthly, payable upon receipt.
5.4. Invoicing and Payment. You agree to provide a valid payment method, which may include (a) ACH Direct Payment Authorization, (b) credit card information, (c) purchase order, or (d) another acceptable document. You authorize Ascent Solutions to process charges for Services as per the Order Form for the initial and any renewal terms in advance. If credit card payment is specified, a 5% convenience fee applies. If an alternate payment method is specified, undisputed invoiced charges are due net ten (10) days from the invoice date. Accurate billing and contact information is Your responsibility.
5.5. Overdue Charges. If undisputed charges are not paid by the due date, (a) We may impose a late interest of 1.5% per month (or the maximum legal rate) on the outstanding balance after providing You with written notice, allowing ten (10) days to cure, and/or (b) We may shorten payment terms for future services.
5.6. Suspension and Reinstatement. If any undisputed amounts remain unpaid for over thirty (30) days, or ten (10) days for ACH/credit card payments, and You fail to remedy non-payment within ten (10) days of notice, We reserve the right to suspend services until payments are made in full. Reinstatement of suspended services may be subject to a reinstatement fee.
5.7. Payment Disputes. If a charge is disputed in good faith, You must notify Us promptly and cooperate in resolving the dispute. Services will not be suspended during dispute resolution efforts.
5.8. Taxes. Our fees do not include taxes, levies, or duties, which You are responsible for paying as legally obligated. If We are required to collect taxes on Your behalf, such amounts will be invoiced, unless a valid tax exemption certificate is provided. We are responsible for taxes assessable against Us based on Our income, property, and employees.
6. Proprietary Rights
6.1. Reservation of Rights. Subject to the limited license granted in Section 2.1, We retain all rights, title, and interest in and to the Services, including any and all enhancements, customizations, and modifications, as well as all associated intellectual property. This Agreement does not constitute a “work made-for-hire” as defined in Section 101 of Title 17 of the U.S. Code (the Copyright Act), and the Services are licensed, not sold. No rights are granted to You except as expressly stated herein.
6.2. Restrictions. You agree not to (i) allow any third party to access the Services except as permitted in this Agreement or an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame, or mirror any part or content of the Services except for internal business purposes, (iv) reverse engineer, disassemble, or decompile the Services or any part thereof, or (v) access the Services for the purpose of (a) developing a competing product or service or (b) copying any features, functions, or graphics of the Services. Any information obtained by analyzing or reverse-engineering the Services shall not be used to develop, enhance, or otherwise influence competitive products or services.
6.3. Ownership of Your Data. You retain exclusive ownership of all rights, title, and interest in Your Data, including enhancements, customizations, and modifications. We are granted a non-exclusive, royalty-free license to use Your Data solely as needed to perform under this Agreement, including hosting Your Data as part of the Services. This license terminates with this Agreement, and We agree to abide by any data usage limitations in accordance with applicable data protection laws. No rights are granted to Us except as expressly stated herein.
6.4. Suggestions. You grant Us a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to incorporate any suggestions, enhancement requests, recommendations, or other feedback provided by You or Your users into our Services, provided such feedback is relevant to the operation of the Services. This grant does not extend to Your Data or any intellectual property originally created and owned by You. All feedback shall be considered non-confidential.
6.5. Intellectual Property Indemnification. You acknowledge and agree that the Services, including all proprietary processes, designs, and functions, are the intellectual property of Ascent Solutions. You agree not to challenge or assist others in challenging Our proprietary rights, nor claim any ownership interest in the Services or related IP.
6.6. Federal Government End Use Provisions. The Services, including all related software and technology, are provided solely under standard commercial licensing terms. Government technical data and software rights include only those rights customarily granted to the public as defined in this Agreement. This customary license complies with FAR 12.211 (Technical Data), FAR 12.212 (Software), DFAR 252.227-7015 (Technical Data – Commercial Items), and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Any government agency requiring expanded rights must negotiate such terms separately and secure a mutually agreed-upon addendum specifically conveying such rights within any relevant contract.
7. Confidentiality
7.1. Definition of Confidential Information. “Confidential Information” includes all information disclosed by a party (“Disclosing Party”) to the other (“Receiving Party”) that is marked as confidential or that should reasonably be understood to be confidential given the circumstances. Confidential Information includes, but is not limited to, Your Data as well as Our proprietary Services, and business or technical information shared by each party. Confidential Information does not include information that (i) becomes publicly available without breach, (ii) was known to the Receiving Party without confidentiality obligations, (iii) is received from a third party without confidentiality obligations, or (iv) is independently developed by the Receiving Party.
7.2. Protection of Confidential Information. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care. The Receiving Party shall only use or disclose Confidential Information within the scope of this Agreement and limit access to authorized employees, contractors, or agents with confidentiality agreements providing equivalent protections.
7.3. Protection of Your Data. We shall apply commercially reasonable, industry-standard administrative, physical, and technical safeguards, such as SOC 2 / ISO 27001 / NIST, including encryption of Your Data both in transit and at rest, to ensure the security, confidentiality, and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as legally compelled or as agreed by You, or (c) access Your Data beyond what is necessary to deliver the Services or provide customer support.
If any actual or suspected breach involving Your Data occurs on Our systems or by Our personnel, We will notify You within 24 hours and promptly investigate, mitigate, and remediate the breach, keeping You informed of all relevant developments. We will provide You with an incident report within a commercially reasonable period. In cases of negligence, We shall reimburse You for direct, reasonable expenses incurred to address the breach.
7.4. Compelled Disclosure. If the Receiving Party is legally compelled to disclose the Disclosing Party’s Confidential Information, it will provide prior notice to the Disclosing Party (if permitted by law) and, at the Disclosing Party’s cost, take reasonable steps to contest or limit the disclosure, as appropriate. If disclosure is required in a civil proceeding to which the Disclosing Party is a party, the Disclosing Party shall reimburse the Receiving Party for reasonable costs in providing secure access to the Confidential Information.
7.5. Agreed Disclosure for Marketing and Publicity. If You consent, We may identify You as a customer using Our technology on Our website and in marketing materials. Any logos, testimonials, case studies, or customer stories shall require Your prior written consent, and all content for such purposes will be mutually agreed upon. You may revoke consent for future use at any time, in which case We will promptly cease using Your information in new publications or promotional materials.
8. Warranties and Disclaimers
8.1. Mutual Warranties. Each party represents and warrants that (i) it has the legal authority to enter into this Agreement, (ii) it will not knowingly transmit any Malicious Code to the other party (excluding any Malicious Code previously received from the other party), and (iii) it will comply with all applicable data protection and security laws and regulations related to the performance of this Agreement.
8.2. Warranty for Services. We warrant that, during the subscription term, the Services will perform materially in accordance with the documentation and descriptions provided by Ascent Solutions in the Order Form and related materials. In the event of any material non-conformity, Ascent Solutions will use commercially reasonable efforts to correct such non-conformity.
8.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE PARTIES PROVIDE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE/NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THIS DISCLAIMER DOES NOT LIMIT EITHER PARTY’S EXPRESS OBLIGATIONS FOR CONFIDENTIALITY, DATA SECURITY, OR IN THE EVENT OF A DATA BREACH AS OUTLINED ELSEWHERE IN THIS AGREEMENT.
9. Indemnification
9.1. Indemnification by Us. We shall defend You, Your Affiliates, and Users against any claim, demand, suit, or proceeding (a “Claim”) made by a third party alleging that (i) Your permitted use of the Purchased Services infringes or misappropriates a third party’s intellectual property rights, (ii) We failed to comply with applicable laws, rules, or regulations, or (iii) Our gross negligence, willful misconduct, or fraud has caused damages to You. We shall indemnify You for damages, settlements, and reasonable attorney’s fees arising from such Claims.
Our indemnification obligation requires that You (a) provide written notice of the Claim within ten (10) business days of becoming aware of it, though delay in notice will not relieve Us of indemnification obligations unless Our defense is materially prejudiced; (b) grant Us sole control of the defense and settlement, provided that We may not settle any Claim without unconditionally releasing You from all liability; and (c) provide reasonable assistance at Our expense.
If a Claim of infringement occurs or We reasonably believe it likely to occur, We will, at our discretion, (i) procure for You the right to continue using the Purchased Services, (ii) modify the Purchased Services to avoid infringement without material loss of functionality, or (iii) terminate the affected Purchased Services and refund any prepaid, unused fees for the remainder of the subscription term. We are not obligated to indemnify any Claim arising from (i) Your use of the Purchased Services in combination with unauthorized third-party products, (ii) modifications to the Purchased Services not made by Us, (iii) Your use of the Purchased Services in excess of rights granted hereunder, or (iv) Our use of Your Data and materials in accordance with this Agreement (“Excluded Claims”).
9.2. Indemnification by You. You shall defend Us against any third-party Claim arising out of Excluded Claims, indemnifying Us for damages, settlements, and reasonable attorney’s fees. We shall provide You with (a) prompt written notice of the Claim, (b) sole control over its defense and settlement, provided that no settlement imposes liability on Us without our consent, and (c) all reasonable assistance at Your expense.
10. Limitation of Liability
10.1. Limitation of Liability. Except as related to a party’s breach of Section 7 (Confidentiality), indemnification obligations under Section 9, gross negligence, willful misconduct, data security or protection obligations, or infringement of intellectual property rights, in no event shall either party’s aggregate liability arising out of or related to this Agreement, whether in contract, tort, or under any other theory of liability, exceed the greater of (i) $500,000 per single incident or (ii) the total amount paid or payable by You in the twelve (12) months preceding the incident. In no event shall either party’s liability exceed the total amount paid or payable under this Agreement within a twelve (12) month period for all incidents combined.
10.2. Exclusion of Consequential and Related Damages. Except as it relates to a party’s breach of Section 7, indemnification obligations under Section 9, gross negligence, willful misconduct, or infringement of intellectual property rights, neither party shall be liable to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, or punitive damages, however caused, whether in contract, tort, or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. This exclusion of liability does not apply to third-party claims or claims involving statutory data protection obligations and will be enforceable to the maximum extent permitted by law.
10.3. Intellectual Property Liability. The limitations in this section shall not limit or exclude either party’s liability for infringement of the other party’s intellectual property rights or for damages arising from third-party claims not covered by indemnification if a breach of this Agreement has caused or contributed to such claims.
11. Term and Termination
11.1. Term of Agreement. This Agreement commences on the effective date of acceptance by You, defined as either the date of signature, first payment, or an alternative mutually agreed-upon date, and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
11.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. We shall provide a (30) days’ prior written notice or email of the subscriptions renewal date. Unless otherwise specified, subscriptions will automatically renew for successive terms of the same length unless You provide written notice of non-renewal at least thirty (30) days before the end of the then-current term.
11.3. Termination for Cause. A party may terminate this Agreement for cause (i) upon thirty (30) days’ written notice or email to the other party if a material breach remains uncured at the expiration of such period, or (ii) upon written notice or email to the other party if the other party becomes subject to a petition in bankruptcy or any proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
11.4. Refund or Payment upon Termination. Upon any termination for cause by You, termination shall not relieve You of the obligation to pay any fees owed to Us for the period prior to the termination effective date.
11.5. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Section 5 (Fees and Payment for Purchased Services), Section 6 (Proprietary Rights), Section 7 (Confidentiality), Section 8.3 (Disclaimer), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Section 11.5 (Refund or Payment upon Termination), Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction), and Section 13 (General Provisions).
12. Who You Are Contracting With, Notices, Governing Law, and Jurisdiction
12.1. Who You are contracting with under this Agreement, where notices are directed, the governing law, and which courts have exclusive jurisdiction are determined by your domicile.
| If you are domiciled in | You are contracting with | Notices should be addressed to | The governing law is | The courts having exclusive jurisdiction are |
| Any Country | Ascent Solutions | 50 Division St. Suite 203 Somerville, NJ 08876 USA – Attn: Legal Department |
New Jersey and controlling United States federal law | Somerset County, New Jersey, USA |
12.2. Alternative Dispute Resolution for International Customers. For customers domiciled outside the U.S., the parties agree to resolve disputes through mediation or arbitration before resorting to litigation, unless legally required otherwise.
12.3. Manner of Giving Notice. Except as specified otherwise in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and deemed given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after confirmed facsimile, or (iv) the first business day after confirmed email (provided email alone shall not suffice for notices of termination or an indemnifiable claim). Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account, with a copy to “General Counsel.” Billing-related notices shall be directed to Your designated billing contact.
Each party reserves the right to update notice information by providing written notice to the other party.
12.4. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above, without regard to conflict of law rules, and to the exclusive jurisdiction of the applicable courts above, except where local laws or mandatory provisions require otherwise. Legal proceedings will be conducted in English or in a language mutually agreed upon by both parties.
13. General Provisions
13.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions, including data protection and privacy laws that restrict cross-border data transfers, in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not on any U.S. government list of entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition, or restriction.
13.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
13.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
13.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right, nor shall any single or partial exercise of any right preclude further exercise of that or any other right. Except as expressly stated, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision shall be modified by the court to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
13.6. Attorney Fees. You shall pay all reasonable attorney fees and other costs incurred by Us to collect any fees or charges due to Us under this Agreement following Your breach of Section 5.4 (Invoicing and Payment).
13.7. Assignment. Neither party may assign its rights or obligations hereunder, by operation of law or otherwise, without prior written consent, which shall not be unreasonably withheld. Either party may, however, assign this Agreement in its entirety, without the other party’s consent, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee is not a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be termination of this Agreement upon written notice to the assigning party, with any prepaid fees refunded for the remainder of the term post-termination. This Agreement binds and inures to the benefit of the parties, their successors, and permitted assigns.
13.8. Entire Agreement. This Agreement, along with all exhibits, addenda, and Order Forms, constitutes the entire agreement between the parties, superseding all prior and contemporaneous agreements. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed or electronically accepted by the party against whom the modification is asserted. To the extent of any inconsistency between this Agreement and any exhibit, addendum, or Order Form, the terms of this Agreement shall control. No terms stated in Your purchase order or other documentation shall be incorporated into this Agreement.
13.9. Force Majeure. Except for the payment of money as described in Section 5, neither party will be liable for any delay or failure to perform due to acts of government, flood, fire, explosion, earthquakes, civil unrest, acts of terror, strikes (other than those involving such party’s employees), war, riot, act of God, export control regulation, laws, judgments, or other events beyond the party’s reasonable control. Each party shall take reasonable measures to safeguard data security during such events and notify the other party promptly of any material disruption.
13.10. Non-Solicitation. During the term of this Agreement and for two years following its termination, neither party shall solicit or hire any employee of the other party involved in the Agreement’s performance without written consent. However, hiring from general recruiting efforts, such as job fairs or public postings, or hiring employees who independently approach a party, is permitted.
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