Effective Date: July 27, 2026
These Terms of Service ("Terms") govern access to and use of the AI-powered lead capture and lead-logging platform and related services (the "Service") provided by Ascendance AI ("Ascendance," "we," "us," or "our") to the brokerage or business entering into an agreement with Ascendance ("Client," "you," or "your"). By signing a Service Agreement, executing an order form, or using the Service, you agree to be bound by these Terms.
Ascendance provides an AI-driven chatbot widget designed to engage inbound inquiries on Client's website, log the resulting lead and conversation data to a Google Sheet owned and controlled by Client, to which Client has sole and exclusive access, and notify Client by email each time a new lead or conversation is captured (the "Service"). The specific configuration and scope of the Service are set forth in the applicable Service Agreement or order form.
Client represents that it has the authority to enter into these Terms on behalf of the brokerage, business, or entity for which the Service is being purchased, and that all information provided during onboarding is accurate and complete.
Client agrees to pay the one-time setup fee and recurring monthly fee specified in the applicable Service Agreement. The setup fee is due prior to commencement of implementation work. Monthly fees are billed in advance on a recurring basis via the payment method on file. Fees are non-refundable except as expressly provided in the Service Agreement or as required by law.
Late payments may result in suspension of the Service after written notice. Ascendance reserves the right to change monthly fees for future billing cycles with at least thirty (30) days' written notice; fee changes will not apply retroactively to amounts already billed.
The term of the Service, renewal terms, and termination rights are governed by the applicable Service Agreement executed between Ascendance and Client. These Terms do not impose a default term, renewal method, or termination right independent of what is specified in that Service Agreement.
Upon termination, Client's access to the Service will be discontinued at the end of the then-current billing period, and Client remains responsible for all fees accrued through the effective date of termination.
Ascendance retains all right, title, and interest in and to the Service, including all underlying software, models, scripts, workflows, and documentation. Client is granted a limited, non-exclusive, non-transferable license to use the Service during the term for its internal business purposes. Client retains ownership of its own lead and business data submitted to the Service.
Ascendance will use Client's lead and conversation data solely to deliver the Service to that Client, and will not use, sell, or share that data to train models or features for other clients, or disclose it to other brokerages or competitors, as further described in the Ascendance AI Privacy Policy.
Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information of similar nature, and not to disclose such information to third parties except as necessary to perform under these Terms or as required by law.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ASCENDANCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ASCENDANCE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY GIVEN LEAD WILL CONVERT INTO A CLIENT OR TRANSACTION.
The Service relies on a third-party AI model provider (such as Anthropic's Claude or OpenAI) to generate chatbot responses. Ascendance's own systems also process conversation content to generate Client's email notifications. Ascendance does not sell conversation content, does not use it to train models for other clients, and will not disclose it to any unauthorized third party. Ascendance does not manually review or monitor conversations as a matter of routine business practice. Ascendance makes no warranty or representation regarding, and disclaims all liability for, the accuracy, availability, security, or data handling practices of the third-party AI provider, including how that provider processes, retains, or otherwise uses data submitted to it for processing.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ASCENDANCE, ITS OFFICERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ASCENDANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ASCENDANCE'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), SHALL NOT EXCEED THE LIABILITY CAP SPECIFIED IN THE APPLICABLE SERVICE AGREEMENT BETWEEN ASCENDANCE AND CLIENT. IF NO SERVICE AGREEMENT IS IN EFFECT OR NO CAP IS SPECIFIED, THE CAP SHALL BE THE TOTAL FEES PAID BY CLIENT TO ASCENDANCE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Nothing in this section limits liability for gross negligence, willful misconduct, or any liability that cannot be limited or excluded under applicable law.
Client agrees to defend, indemnify, and hold harmless Ascendance and its officers, employees, contractors, and affiliates from and against any and all third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's use of the Service in violation of these Terms or applicable law; (b) Client's content, leads, or communications transmitted through the Service; or (c) Client's breach of any representation, warranty, or obligation under these Terms.
Ascendance agrees to indemnify Client against third-party claims that the Service, as provided by Ascendance and used in accordance with these Terms, directly infringes a third party's valid U.S. intellectual property rights, excluding claims arising from Client's data, modifications, or use in combination with third-party products not provided by Ascendance.
Ascendance will delete or de-identify Client's lead data, conversation logs, and account information within thirty (30) days of the effective termination date of the Service, except where retention is required to comply with legal obligations, resolve disputes, or enforce these Terms. Client may request earlier deletion of specific data by submitting a written request to Ascendance; Ascendance will confirm completion of any deletion request in writing. This Data Deletion Policy operates alongside, and does not limit, the retention and deletion terms described in the Ascendance AI Privacy Policy.
These Terms are governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Connecticut for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
Ascendance may update these Terms from time to time. Material changes will be communicated to Client with at least fifteen (15) days' notice before taking effect. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the changes.
Questions about these Terms may be directed to: ascendance.ai.team@gmail.com