1. Billing & Payment. All monthly services are billed in advance and due within 30 days of invoice date. Late Payment Penalty: 1.5% per month (or maximum allowed by law) on past-due balances. Failure to cure payment delinquency within 15 days of written notice will constitute a material breach of this Agreement and allow AscendShield to terminate services for cause.

2. Assignment. Services are not assignable by Customer without prior written consent from AscendShield.

3. Termination for Cause. Either party may terminate for material breach upon written notice, with 30 days to cure, except that AscendShield may terminate immediately for non-payment after the applicable cure period.

4. Annual Fee Adjustment. All recurring fees will automatically increase on each anniversary of the Effective Date by 3.5% or the annual percentage increase in the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics, whichever is lower.

5. Independent Contractor. AscendShield is an independent contractor and is not an employee, partner, or joint venturer of Customer. Nothing in these Terms shall be construed to create any agency, partnership, or joint venture relationship between the parties, and neither party has authority to bind the other to any obligation, contract, or commitment without the prior written consent of the other party.

6. Confidentiality. Each party agrees to maintain the confidentiality of non-public information obtained in connection with these Terms and to use such information solely for purposes of performing its obligations hereunder.

7. Intellectual Property. All tools, templates, and methodologies developed or used by AscendShield remain its sole property. Customer is granted a non-exclusive, non-transferable license to use deliverables for internal purposes during the term.

8. Limitation of Liability. AscendShield’s liability under these Terms shall not exceed the total fees paid by Customer in the 12 months preceding the event giving rise to the claim.

9. Exclusion of Consequential Damages. Neither party shall be liable for any consequential, incidental, or special damages, including lost profits, business interruption, or loss of data.

10. Indemnification. Customer agrees to indemnify and hold harmless AscendShield from any claims, damages, or expenses (including reasonable attorneys’ fees) arising out of Customer’s misuse of the Services, material breach of this agreement, intentional misconduct, negligence, or violation of law.

11. Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to events beyond such party’s reasonable control, including acts of God, natural disasters, fire, flood, epidemic, pandemic, acts of terrorism, war, governmental actions, power outages, or failures of telecommunications or internet service providers (each, a “Force Majeure Event”). Labor disputes, strikes, or work stoppages affecting the Customer or its contractors shall not constitute a Force Majeure Event excusing Customer’s performance. The affected party shall promptly notify the other in writing of the occurrence of a Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable.

12. Binding Effect. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

13. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The parties agree that any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the state or federal courts located in Monroe County, New York, and each party irrevocably consents to the jurisdiction of such courts. EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.