1. Agreement and Acceptance

These Terms of Service (“Terms”) are a legally binding agreement between you or the organization you represent (“Customer”, “you”) and AscendCore, Inc. (“AscendCore”, “we”, “us”). They govern your access to and use of the AscendCore platform, apps, APIs, and related services (the “Services”).

You accept these Terms when you accept them in the product (for example, at signup), sign an Order Form that references them, or use the Services. If you accept on behalf of an organization, you represent that you have authority to bind that organization. Our Privacy Policy explains how we handle personal information.

An “Order Form” is an order form, pilot order form, or quote for the Services that references these Terms and that both parties sign or accept. Our Data Processing Agreement, also called the Data Processing Addendum (the “DPA”), forms part of these Terms. Section 17 explains which document controls if they conflict.

2. The Services

AscendCore is an approval-first IT automation platform. It takes IT requests from the places your team works, such as chat, your ticketing system, our portal, or AI agents you connect, and turns each one into an approval request. The Services make changes in your connected systems only after a person your organization has designated as an approver approves that request.

Your organization starts in Sandbox Mode. In Sandbox Mode, approval cards, decisions, and audit records are real, but approved actions are simulated and do not change accounts, groups, licenses, devices, or settings in your connected systems. Your administrators can switch to live use once the setup checks in the product pass and live use is enabled for your organization, either by a paid subscription or by us in writing. We switch an organization to live use only when one of its administrators asks us to.

The Services use AI models to interpret requests and prepare approval cards. AI output can be wrong or incomplete, so each approval card shows what will be done, and the approver is responsible for checking it before approving. Approved actions are carried out by defined runbook steps; the AI does not decide what runs after approval.

The features, usage limits, and support that apply to you are those of your plan, as described on our pricing page or in your Order Form. We may change or add features with reasonable advance notice, and we will not materially reduce the core functionality of a paid plan during a billing period you have already paid for. Features we label as beta or preview are provided as is and may change or be withdrawn.

3. Approvals and Authority to Act

3.1 Your Authorization

You authorize us to carry out, on your behalf, the actions your approvers approve through the Services, using the access you grant us, such as a Microsoft admin consent, an identity provider API token, a Microsoft Teams or Slack app, or a ticketing system key. You can withdraw that access at any time by revoking the consent, token, app, or key. Features that depend on it will then stop working.

3.2 Your Approvers and Permissions

You decide who can approve requests, and you are responsible for their decisions. You are responsible for making sure that each approver is authorized to approve the actions they approve, and that you have the rights and permissions needed for the actions you ask the Services to take in your systems. AscendCore personnel do not approve requests in your organization unless you ask us to in writing.

3.3 How Approved Actions Are Carried Out

We carry out an approved action as shown on its approval card, record the request, the decision, and the outcome in your audit trail, and show the outcome to your team, including when an action fails or completes only in part. Some actions, such as resetting a password or an authentication method, removing access, or blocking sign-in, take effect immediately and may not be reversible, so approvers should confirm the person and the details before approving.

4. Pilots

A pilot is a free evaluation of the Services for a limited time. Unless your Order Form says otherwise:

A pilot lasts 30 days from the day your organization is created
It is free, and we do not collect payment details for it
It includes the features we make available to pilots, or the features listed in your Order Form
It runs in Sandbox Mode unless we enable live use for it in writing

A pilot never renews or turns into a paid subscription automatically, and we never charge for it. A paid subscription starts only when you buy one at checkout or sign an Order Form for one.

When a pilot ends without a paid subscription, your right to live use ends. Your organization and its data stay available in Sandbox Mode for as long as we offer it, until you or we close the account under Section 14. Because pilots are free, the performance warranty in Section 12 does not apply to them; our security obligations under these Terms and the DPA still do.

5. Subscriptions, Fees, and Payment

5.1 Plans and Seats

Paid plans are priced per supported user (a “seat”). A supported user is an active employee, contractor, or other individual in your organization who can submit requests through the Services or whose account the Services manage for you. Your plan, billing period (monthly or annual), and number of seats are those in your Order Form, or those you choose at checkout or later in the billing portal. Self-serve subscriptions have a minimum of 50 seats.

You agree to keep enough seats for your supported users. If we see that you have more supported users than seats, we will let you know, and you agree to add the missing seats. We will not charge for a shortfall for any period before we tell you about it. Changes you make in the billing portal take effect as shown there when you confirm them, including any prorated charge or credit.

5.2 Fees and Price Changes

Fees are those in your Order Form or shown at checkout. All fees are in US dollars and exclude taxes. We may change our prices with at least 60 days' notice. A price change applies from your first renewal after the notice period ends, never in the middle of a billing period you have paid for. A price fixed in an Order Form does not change for the period it is fixed for. Discounts and promotional prices apply only for the period stated when they are given.

5.3 Payment

Self-serve subscriptions are paid in advance for each billing period through our payment processor (currently Stripe), using the payment method you provide. You authorize us and our processor to charge that payment method for all fees when they are due, including at each renewal. If we invoice you under an Order Form, invoices are due within 30 days of the invoice date unless the Order Form says otherwise. Overdue invoiced amounts may accrue interest at the lesser of 1.5% per month and the highest rate the law allows.

5.4 Automatic Renewal

Paid subscriptions renew automatically. At the end of each billing period, your subscription renews for another period of the same length (monthly or annual), and we charge the payment method on file, or invoice you if you pay by invoice, at the price then in effect (subject to Section 5.2), until you cancel. You can turn off renewal at any time by canceling under Section 5.5, and the billing portal shows your next renewal date. Pilots never renew.

5.5 Cancellation

You can cancel a paid subscription at any time in the billing portal or by emailing sales@ascendcore.ai. Cancellation takes effect at the end of the current billing period: the subscription does not renew, you are not charged again, and you keep access until then. Fees already paid are not refundable, except where the law requires a refund or your Order Form provides one.

5.6 Taxes

We add sales tax, VAT, and similar taxes where the law requires us to collect them, and you are responsible for paying them, other than taxes on our income. If you are exempt, send us your exemption certificate and we will apply it going forward.

5.7 Late Payment and Suspension

If a payment for a self-serve subscription fails, our processor will retry it and we will let you know. If it still fails after the retries, the subscription may end, and with it your right to live use. For invoiced fees, we may suspend live use of the Services if an amount is more than 30 days overdue, after giving you reasonable notice. Suspension does not delete your Customer Data.

6. Account Registration and Security

You are responsible for:

Maintaining the confidentiality of your account credentials and of the credentials you use to connect your systems
All activity that occurs under your account
Keeping your list of administrators and approvers current
Promptly notifying us of any unauthorized access at security@ascendcore.ai
Ensuring all users accessing the Services through your account comply with these Terms

7. Acceptable Use

You agree not to use the Services to:

Violate any applicable law, regulation, or third-party rights
Connect systems, or request or approve actions in systems, that you are not authorized to administer
Bypass or interfere with the approval, security, or audit controls of the Services
Transmit malware, viruses, or other harmful code
Attempt to gain unauthorized access to any system or data
Reverse engineer, decompile, or disassemble any part of the Services
Resell or sublicense the Services without our written consent
Remove or obscure any proprietary notices on the Services

8. Third-Party Services

The Services work with third-party products you choose to connect, such as Microsoft 365 and Entra ID, Okta, Microsoft Teams, Slack, and ticketing systems. Your use of those products is governed by your agreements with their providers, and we are not responsible for them. If a provider changes or withdraws something the Services rely on, we may need to change or stop the related feature, and we will tell you if that happens.

9. Intellectual Property

9.1 Our IP

AscendCore retains all right, title, and interest in the Services, including all underlying software, algorithms, models, documentation, and trademarks. These Terms do not transfer any ownership rights to you.

9.2 Your Data

You retain all right, title, and interest in data you submit to the Services or that the Services receive from your connected systems (“Customer Data”). You grant us a limited license to process Customer Data solely to provide the Services as described in these Terms and the DPA. We do not use Customer Data to train AI models, and the DPA describes the commitments of the AI providers we use.

9.3 Feedback

If you give us feedback or suggestions about the Services, we may use them without any obligation to you.

10. Confidentiality

Each party agrees to keep the other's confidential information strictly confidential, use it only for purposes of the business relationship, and disclose it only to personnel with a need to know who are bound by comparable obligations. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

11. Data Processing

The DPA governs our processing of personal data on your behalf, including under the GDPR and other applicable data protection laws. If the DPA conflicts with these Terms, the DPA controls for personal data. If you and we have signed a DPA, the signed version applies in place of the version published on our website.

12. Warranties and Disclaimers

We warrant that the Services will perform materially as described in the applicable documentation and that we will implement reasonable security measures to protect Customer Data.

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) FEES PAID IN THE 12 MONTHS PRECEDING THE CLAIM OR (B) $1,000 USD.

14. Term and Termination

These Terms apply from the time you accept them until every pilot and subscription under them has ended and your account is closed. You can close your account at any time by contacting us. Closing your account does not entitle you to a refund of fees already paid. We may close an account that has no active pilot or paid subscription after giving you at least 30 days' notice.

Either party may terminate these Terms immediately if the other materially breaches and fails to cure within 30 days of written notice, or becomes insolvent. Upon termination, Customer Data will be available for export for 30 days, after which it will be deleted per the DPA.

15. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware. Disputes shall be resolved by binding arbitration under AAA Commercial Arbitration Rules in Delaware. Either party may seek injunctive relief in any court of competent jurisdiction. You waive any right to class-action participation.

16. Changes to These Terms

We may update these Terms. For a material change, we will give at least 30 days' notice before it takes effect, by email to your administrators or in the product. If you do not agree to the change, you may cancel before it takes effect: the change will not apply to you for the rest of your current billing period, and you will not be charged again. If you keep using the Services after the change takes effect, the updated Terms apply.

If you have a signed Order Form, the version of these Terms in effect when it was signed continues to apply to it for the rest of its current term, unless both parties agree otherwise in writing.

We keep a record of the version of these Terms your organization accepted, and earlier versions stay available: Terms of Service effective April 19, 2026. If your organization accepted an earlier version, this version applies to you 30 days after we notify you of it, or sooner if you accept it.

17. General Provisions

Entire Agreement. These Terms, the DPA, and any Order Forms are the entire agreement between the parties regarding the Services. Terms in a purchase order or similar document you send us do not apply, even if we accept it.
Order of Precedence. If these documents conflict, they apply in this order: (1) the DPA, for personal data, unless an Order Form expressly says it changes the DPA; (2) an Order Form, for the order it covers; and (3) these Terms.
Assignment. You may not assign these Terms without our prior written consent.
Severability. If any provision is unenforceable, it will be modified minimally and the remaining provisions remain in effect.
Notices. Legal notices to us must be sent to legal@ascendcore.ai. We send notices to the email addresses of your account owner and administrators, or in the product. In these Terms, “in writing” includes email.
Publicity. We will not name you or use your logo as a customer without your written permission.
Force Majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.
Relationship. The parties are independent contractors. Apart from the authority you give us in Section 3, nothing in these Terms makes either party the agent of the other, and these Terms create no rights for third parties.