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Terms of Service

Effective Date: February 11, 2025

These Terms of Service ("Agreement") govern your ("Customer" or "you") access to and use of the Ascent Studios, Inc. ("Ascent Studios", "we", "us", or "our") software-as-a-service platform (the "Service"). The Service provides an AI-powered QA engineer that autonomously tests for bugs and implements fixes based on natural language inputs. By subscribing to or using our Service, you agree to be bound by the following terms.

1. Definitions

  • Service: The AI-based quality assurance solution that, upon receiving natural language instructions, formulates and executes a test strategy to identify and fix software bugs.
  • Test Compute Units: The unit of measurement for the compute resources used when the Service executes tests.
  • Monthly Subscription: The recurring fee structure that provides baseline access to the Service.
  • Usage-Based Credits: Additional fees assessed based on the extra Test Compute Units consumed beyond the monthly subscription's allocation.
  • Feedback: Any information, corrections, or suggestions you provide regarding the Service, including contextual data about your company, product, and customer base, which may be used to improve the AI functionality.
  • Intellectual Property ("IP"): All proprietary rights in the software, algorithms, documentation, updates, and any improvements made thereto.

2. License Grant and Restrictions

  • License Grant: Subject to your compliance with this Agreement, Ascent Studios grants you a non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business purposes.
  • Restrictions: You may not (i) reverse engineer, decompile, or otherwise attempt to derive the source code or underlying structure of the Service; (ii) sublicense, rent, or lease the Service to any third party; (iii) use the Service in any manner that violates any applicable law or infringes the rights of any third party.

3. Subscription and Payment Terms

  • Subscription Fees: You agree to pay the monthly subscription fees as set forth in the applicable order form. Fees are due in advance and non-refundable, except as otherwise provided herein.
  • Usage-Based Credits: In addition to the monthly subscription fee, you shall pay for additional Test Compute Units consumed on a usage basis at the rates specified in the pricing schedule.
  • Payment Terms: All amounts are due in U.S. dollars unless otherwise stated. Late payments may incur interest at the maximum rate permitted by law.
  • Modification of Fees: We reserve the right to modify fees with prior notice. Continued use of the Service after such changes constitutes acceptance of the new fees.

4. Description of the Service

  • Functionality: The Service allows you to input natural language instructions that describe what needs to be tested. Our AI system gathers context, formulates a test strategy, and executes the tests akin to real-world user behavior.
  • Feedback and Training: You may provide additional context or feedback to train the AI. While we endeavor to continuously improve the Service, we make no warranty that feedback will result in immediate or specific changes.

5. Customer Obligations

  • Accurate Information: You shall provide accurate, complete, and timely information necessary for the proper operation of the Service.
  • Usage Compliance: You agree to use the Service in compliance with all applicable laws, regulations, and industry best practices. Any natural language inputs provided should not contain harmful, offensive, or infringing content.
  • Security: You are responsible for maintaining the confidentiality of any credentials or access information associated with your account.

6. Intellectual Property Rights

  • Ownership: Ascent Studios retains all right, title, and interest in and to the Service, including all related IP, improvements, and modifications. Your rights in the Service are limited to those expressly granted in this Agreement.
  • Customer Data: You retain all rights to data provided to the Service. Notwithstanding the foregoing, by providing Feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback to improve the Service.

7. Disclaimer of Warranties

  • "As Is" Provision: The Service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied.
  • No Guarantee of Results: We do not warrant that the Service will be error-free, uninterrupted, or that the results (including bug detection and fixes) will meet your requirements. Any reliance on the Service is at your sole risk.

8. Limitation of Liability

  • Exclusion of Damages: In no event shall Ascent Studios be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the use of the Service.
  • Liability Cap: Our aggregate liability for any claims related to this Agreement shall not exceed the total fees paid by you in the twelve (12) months preceding the claim.
  • No Liability for Third-Party Actions: We are not responsible for any third-party services or software integrations that interact with the Service.

9. Indemnification

You agree to indemnify, defend, and hold harmless Ascent Studios and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

  • Your breach of this Agreement;
  • Your use of the Service;
  • Any violation of applicable law or infringement of any third-party rights.

10. Termination

  • Termination for Convenience: Either party may terminate this Agreement upon 30 days' written notice.
  • Termination for Cause: We may immediately suspend or terminate your access if you breach any material term of this Agreement.
  • Effect of Termination: Upon termination, your license to use the Service immediately ceases. Any outstanding payment obligations shall remain due. All provisions which by their nature are intended to survive termination shall survive.

11. Confidentiality

  • Confidential Information: Each party agrees to maintain in confidence all proprietary information disclosed by the other party that is marked or identified as confidential.
  • Non-Disclosure: Neither party shall use or disclose the other's Confidential Information except as expressly permitted under this Agreement or as necessary to perform its obligations.

12. Data Security and Privacy

  • Data Protection: We implement commercially reasonable measures to safeguard your data. However, we do not guarantee absolute security.
  • Privacy: Our data handling practices are described in our Privacy Policy, which is incorporated herein by reference.
  • Use of Feedback: You acknowledge that any feedback provided may be used to enhance the Service, and such use is not subject to confidentiality obligations.

13. Governing Law and Dispute Resolution

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles.
  • Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

14. Amendments and Modifications

  • Changes: We may modify this Agreement at any time by posting an updated version on our website or notifying you by email. Your continued use of the Service constitutes acceptance of the modified terms.
  • Notice: For any material changes, we will provide reasonable notice to ensure you have an opportunity to review the revised terms.

15. Miscellaneous

  • Entire Agreement: This Agreement, together with any policies or documents incorporated herein by reference, constitutes the entire agreement between you and Ascent Studios regarding the Service.
  • Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
  • Assignment: You may not assign this Agreement or any rights or obligations hereunder without our prior written consent.
  • Force Majeure: Neither party shall be liable for any delay or failure in performance resulting from acts beyond its reasonable control.

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

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