Terms of Service – Ascend Light AI

Last updated: May 23rd, 2025

1. Introduction
These Terms of Service ("Terms") govern the use of services provided by Ascend Light AI, LLC (“Ascend Light AI”, "Company," "we," "our," or "us"). By engaging with our services, you ("Client") agree to be bound by these Terms. These Terms may be updated periodically. Continued use of our services constitutes acceptance of any changes.

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2. Services Overview
Ascend Light AI provides strategic AI consulting, training, implementation, custom workflows, and automation products for businesses.

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3. Engagement Terms
Client engagements are defined in individual scopes of work (SOW). Deliverables, timelines, and payment terms are governed by the applicable SOW and these Terms.

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4. Intellectual Property & Licensing
All AI agents, workflows, code, and supporting assets developed by Ascend Light AI remain our exclusive intellectual property. Clients receive a non-exclusive, non-transferable, non-sublicensable, perpetual license to use the deliverables for internal business purposes only.

5. Client Data Responsibilities
Clients retain ownership of their own data. Ascend Light AI processes data only for the purpose of delivering contracted services and maintains confidentiality at all times.

6. Data Processing Products
For opt-in services like Data Cleanup Pro, we may perform deduplication, standardization, and enrichment on client data. This is only done under an active engagement and per the client’s explicit instructions.

7. Confidentiality
Ascend Light AI maintains the confidentiality of all client data, documentation, and related information. A Mutual Nondisclosure Agreement (MNDA) is executed as a standard part of every client engagement to further protect both parties. Even in the absence of a signed MNDA, Ascend Light AI treats all client data as confidential. Confidential information will not be disclosed to any third party without prior written consent, except as required by law.

8. Security Practices
We implement commercially reasonable safeguards and work only with SOC 2 Type II–certified tools. We’re informed by experience managing SOC 2 and HIPAA environments. Clients are responsible for the security of their own systems and access credentials.

9. Liability and Indemnification

Ascend Light AI shall not be liable for any direct, indirect, incidental, special, or consequential damages arising from the use of any deliverables or AI solutions provided, except to the extent such damages result from Ascend Light AI’s gross negligence or willful misconduct. In no event shall Ascend Light AI’s total liability exceed the aggregate fees paid by the Client for the specific services giving rise to the claim.

The Client agrees to indemnify, defend, and hold harmless Ascend Light AI and its officers, employees, and contractors from and against any third-party claims, losses, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to the Client’s use, misuse, or implementation of the deliverables or services provided under this agreement.

10. Enterprise & Government Clients

We’re open to executing reasonable addenda to meet procurement or compliance requirements. Unless otherwise agreed, these Terms govern all engagements.

11. Governing Law

These Terms are governed by the laws of the State of Oregon. If any provision is deemed unenforceable, the rest remain in effect.

12. Dispute Resolution
Any dispute arising out of or relating to these Terms, or the breach thereof, shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the arbitration award may be entered in any court having jurisdiction. The arbitration shall take place in Multnomah County, Oregon. Each party shall bear its own costs unless the arbitrator determines otherwise.

13. Privacy Compliance (GDPR & CCPA)
We act as a data processor under GDPR/CCPA when handling personal data on behalf of clients. We follow documented instructions, protect data appropriately, and support rights like access and deletion.

14. Termination
Either party may terminate with 15 days’ written notice, unless otherwise specified in the SOW. Upon termination, Ascend Light AI will provide any completed deliverables and securely delete client data upon request.

15. Force Majeure
Neither party shall be liable for delays or failure to perform due to events beyond reasonable control, including natural disasters, internet outages, or government actions.

16. Contact
If you have questions, please contact us at ascend@ascendlight.ai