Assent Sustainability Platform (ASP) – Terms of Service

Welcome to Assent! By accessing or using the Assent Sustainability Platform (“ASP”) as further described below, you confirm that you have read, understood, and accepted these Terms of Service (“Terms”) and agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates, in which case the terms “you” or “your” will refer to that entity and its affiliates.

Access to the ASP is conditioned on acceptance of these Terms. If you do not agree, you may not use the ASP.

DEFINITIONS. 

As used in these Terms, “we,” “us,” “our,” and “Assent” mean Assent Inc. and all of our affiliate companies.

• “ASP” or “Assent Sustainability Platform” means the full suite of products, features, and services provided by Assent in connection with these Terms. The ASP includes Assent’s software-as-a-service platform, including the Supplier Portal (“SUPO”), all features, modules, dashboards, and data tools accessible to users through the platform interface. The ASP also includes Assent-managed submission and processing workflows, whether automated or human-operated, including designated email addresses, automated ingestion tools, and support-managed submission workflows used to collect or process compliance information. The ASP includes any related services such as infrastructure, documentation, user support, supplier engagement, customer request processing, campaign support, onboarding services, data enrichment, declaration management, training, and regulatory or compliance support.

•   “Creative Content” means content posted by users through message boards, forums, blogs, or other interactive features of the ASP (e.g., messages, images, text, photos, graphics, audio, video, or other materials).
•   “Customer” means (a) any organization that has entered into a Master Subscription Agreement (“MSA”) or similar agreement with Assent to use or purchase the ASP to configure, launch, or manage its own compliance or sustainability programs, and (b) any individual authorized by such organization to access the ASP on its behalf. Customers initiate data collection requests and use the ASP to manage inbound responses.
•   “Customer Data” has the meaning set out in the MSA.

• “Declaration” means any record, response, or certification (whether submitted to the ASP by a Supplier or generated by the ASP using Supplier Data) that conveys Supplier’s regulatory, compliance, sustainability, or product-related information for the purpose of fulfilling or supporting legal, contractual, or due diligence obligations.

•   “Enriched Data” means datasets, insights, metadata, or derivative content created by Assent through aggregation, validation, enrichment, benchmarking, artificial intelligence, machine learning, or other processing of Customer Data, Supplier Data, existing Assent data, third-party data sources, or ASP activity.
•   “External Requestor” means a third-party individual or organization that submits, sends, or initiates a compliance-related request to a Supplier which the Supplier routes through an Assent-operated workflow (including email-based or automated request channels).

•   “Supplier” means any organization or individual that submits data or documents through the ASP for the purpose of tracking, fulfilling or supporting legal, contractual, compliance or due diligence obligations, or who accesses features of the ASP designed to help manage, reuse, or track regulatory compliance(including Request Manager, analytics, or visibility tools).

• “Supplier Data” means Supplier’s account and user information, as well as any information submitted through the ASP, or generated by the ASP for Supplier, for the purpose of maintaining, tracking, fulfilling or supporting legal, contractual, compliance or due diligence obligations. This includes, without limitation, attestations, documents, part data, contact information, and Declarations.

1. APPLICABILITY OF TERMS AND ROLES

1.1 Roles. These Terms apply to all individuals and organizations accessing or using the ASP in the role of a Supplier, even if you are also a Customer of Assent. If you access or use the ASP as a Customer of Assent, your use of the ASP is governed by your Master Subscription Agreement or other agreement entered into at the time of purchase of your Assent services. For clarity, when a Customer submits data in a Supplier capacity, such data is considered Supplier Data for purposes of these Terms, and Assent’s obligations with respect to such data are governed solely by these Terms and not by the Customer’s Master Subscription Agreement, except where the MSA expressly provides otherwise.

1.2 Role Boundaries. Organizations and individuals may use the ASP in different roles, such as initiating compliance programs (as Customers) or responding to requests (as Suppliers). These roles are context-specific and do not merge based on account, login, or organizational affiliation.

1.3 Applicability to New Features. Assent reserves the right to update or make changes to the ASP. These Terms also apply to any new feature, module, pilot, or trial functionality made available within or through the ASP, regardless of whether such feature is labeled as “pilot,” “beta,” or otherwise.

1.4 Target Audience. The ASP is not targeted to, and should not be used by, persons under the age of 18. By accessing the ASP, you represent and warrant that you are at least 18 years old, are legally qualified to enter into and form contracts under applicable law, and are not barred from accessing the ASP under the laws of any applicable jurisdiction.

1.5 Privacy Statement. By accessing the ASP, you consent to the collection and use of certain information about you, as specified in the Assent & Website Privacy Policy (“Privacy Policy”), available at https://www.assent.com/privacy/ and incorporated herein by reference. To the extent that any such information is subject to applicable privacy laws (which may include the UK/EU GDPR), you shall request to execute a Data Processing Addendum with Assent, which shall be incorporated by reference into these Terms in relation to such information.

2. ACCEPTABLE USE

2.1 Acceptable Use of the ASP. You agree to use the ASP only for lawful, business-related purposes and in accordance with these Terms. Without limiting the generality of the foregoing, you agree not to:

1. Submit data or content you know to be materially false, misleading, inaccurate, or submitted without a lawful basis or required authorization, including any necessary consents under applicable privacy laws.
2. Use the ASP in a way that infringes on the intellectual property, confidentiality, or privacy rights of others.
3. Access or use the ASP in violation of any applicable law or regulation.
4. Introduce malicious code, attempt to bypass ASP security, or interfere with the functionality, integrity, or availability of the ASP.
5. Share your account credentials, misrepresent your identity, impersonate another individual or entity, or access any area or feature of the ASP for which you are not authorized.
6. Use the ASP to send spam, harass others, or engage in conduct that is abusive, discriminatory, defamatory, or otherwise harmful.
7. Reverse engineer, decompile, disassemble, scrape, or attempt to extract source code, data models, or proprietary information from the ASP, or use automated tools (e.g., bots, scrapers, spiders) to access, copy, or monitor ASP content without written permission.
8. Use ASP data or content in a manner inconsistent with its intended purpose, including unauthorized enrichment, redistribution, profiling, or reselling to third parties.
9. Submit or store information in the ASP that is purely personal, unrelated to business use, or outside the intended compliance or sustainability context.
10. Enhance, verify, append, or otherwise manipulate data submitted via the ASP for the purpose of constructing commercial databases or engaging in downstream processing unrelated to your authorized use of the ASP.
11. Use artificial intelligence features (where available) to generate, or attempt to generate, content that violates any provision of these Terms, including but not limited to, content that is false, misleading, abusive, discriminatory, defamatory, or that attempts to circumvent, manipulate, or test the security, safety, or guardrail mechanisms of the ASP.

2.2 External Submissions. Suppliers may use the ASP to forward third-party compliance requests from External Requestors (e.g., your customers, distributors or other third parties) and provide Supplier Data from the ASP to those External Requestors. You are solely responsible for ensuring that any such content (including personal data or confidential information) is lawfully submitted to the External Requestor and that you have obtained all necessary rights, authorizations, and consents required under applicable law (including without limitation privacy and data protection laws) and contractual obligations. You acknowledge that Assent acts solely as a technical intermediary in facilitating such transmissions and assumes no responsibility for the content, accuracy, or lawfulness of such submissions. Assent has no obligation to verify the authority or accuracy of External Requestor submissions.

2.3 Suspected Misuse and Penalties. Assent may, but is not obligated to, monitor the ASP for noncompliance with the Terms. Assent shall be the sole arbiter of any suspected violations, misuse, and associated penalties or actions, subject to applicable law. For suspected violations, and without limiting any of its other remedies, Assent reserves the right to immediately and without notice (a) delete or modify content, (b) suspend your account, (c) terminate your account, (d) identify you to third parties, including prosecutors, and/or (e) take legal action. Assent intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms or of any applicable laws. Assent reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce these Terms.

3. LICENSE AND DATA RIGHTS

3.1 License to Access the ASP. Subject to your compliance with these Terms and any term limits in your subscription, and any other agreement between you and Assent, Assent grants you a non-exclusive, non-sublicensable, non-assignable, revocable, non-transferable license to access and use the ASP.

3.2 Supplier Data. By submitting Supplier Data to the ASP,  directly through the platform or via any channel (such as e-mail, web form, or chat), or in response to any request made by an Assent Customer, you (a) expressly consent to the disclosure by Assent of Supplier Data, such as Declarations, to third parties requesting such Supplier Data,  for compliance purposes; and (b) grant Assent a perpetual, non-exclusive, irrevocable, royalty-free license to use, store, process, modify, create derivative works from, and analyze such data as necessary (i) to provide, maintain, and improve the ASP; and (ii) to create, use and disclose Enriched Data.

3.3 Enriched Data. Assent and/or its licensors retains all rights, title, and interest in Enriched Data, including data created by Assent about Supplier parts and how those parts relate to Assent’s customers, which constitutes Assent’s proprietary information. Assent may use it without restriction for any lawful business purpose, subject to applicable law, including ASP operations, benchmarking, analytics, AI model development, product innovation and resale of Enriched Data to our customers.

3.4 Declarations and Distribution Settings. The ASP provides distribution settings that allow Suppliers to control whether and how a Supplier’s Declaration is shared with Customers or other authorized recipients.

3.5 Creative Content. You retain ownership of your Creative Content, but grant Assent a non-exclusive, royalty-free, perpetual, license to use, store, reproduce, adapt, publish, and display such content in connection with the ASP. You also permit other users of the ASP to access, store, and reproduce your Creative Content as reasonably necessary to use the ASP.

3.6 Removal and Responsibility. Assent may remove Creative Content at any time in its sole discretion. You are solely responsible for maintaining backup copies of your Creative Content. You also represent and warrant that you own or otherwise control all necessary rights to your Creative Content, that it does not violate any applicable law or third-party rights, and that you will indemnify Assent for any claims resulting from your Creative Content.

4. INTELLECTUAL PROPERTY

4.1 Ownership. The ASP, and all content and materials located therein, including the services, database, designs, text, graphics, and the selection and arrangement thereof, are the intellectual property of Assent or its licensors. Except as expressly provided, these Terms grant you no rights in or to such content or materials.

4.2 Trademarks. “Assent” and associated logos are trademarks of Assent. Other names and logos that appear in the ASP may be the trademarks of their respective owners. You agree not to remove, obscure, or alter any proprietary rights notices.

4.3 Suggestions and Feedback. Assent shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the ASP any suggestions, enhancement requests, recommendations or other feedback provided by you or your users, relating to the operation or features of the ASP provided such information does not include any of your Confidential Information.

4.4 Respect for Third-Party Rights. Assent respects the intellectual property rights of others and expects users to do the same. If you believe your work has been copied in a way that constitutes infringement, please notify Assent at Legal@Assent.com, including the information required by applicable law to process such a claim.

5. CONFIDENTIALITY AND SECURITY

5.1 Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, ASP content and infrastructure, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure without breach of any obligation owed to the Disclosing Party; (c) is independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (d) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party.

5.2 Confidentiality Obligations. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written consent. For clarity, disclosure of Confidential Information to the Disclosing Party’s affiliates for purposes consistent with these Terms is permitted and shall be considered within scope. Assent will use reasonable efforts to determine your affiliates based on public company information, email domain of the user, or similar information. If you do not wish to share Confidential Information in the ASP with your affiliates, it is your responsibility to notify Assent or otherwise remove such company or user’s access to your ASP workspace.

5.3 Protection of Confidential Information. Each party agrees to protect the Confidential Information of the other using the same degree of care it uses to protect its own confidential and proprietary information of like kind, but in no event using less than reasonable care.

5.4 Compelled Disclosure. If the Receiving Party is compelled by law, regulation, or legal process to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

5.5 Remedies for Breach. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right to seek injunctive relief, in addition to any other rights and remedies available at law or in equity.

5.6 Security Safeguards. Assent will maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Confidential Information. These safeguards include measures designed to prevent unauthorized access, use, modification, or disclosure of Confidential Information by Assent.

6. DISCLAIMERS; LIMITATION OF LIABILITY 

6.1 NO WARRANTIES. ALTHOUGH ASSENT TAKES REASONABLE MEASURES TO KEEP THE ASP ERROR-FREE AND SAFE, YOU ACCESS THEM AT YOUR OWN RISK. ASSENT, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE ASP, WEBSITE, AND THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE ASP IS PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER ASSENT NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE ASP WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE ASP WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR SECURE. ASSENT MAKES NO WARRANTY, REPRESENTATION, OR GUARANTEE REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR CURRENCY OF ANY DATA, INCLUDING CUSTOMER DATA, SUPPLIER DATA, ENRICHED DATA, OR OTHER INFORMATION PROVIDED THROUGH THE ASP. ANY CONTENT OR OUTPUTS GENERATED THROUGH ARTIFICIAL INTELLIGENCE OR AUTOMATED FEATURES OF THE ASP ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, WITHOUT WARRANTIES OF ANY KIND, AND ASSENT DISCLAIMS ALL LIABILITY ARISING FROM RELIANCE ON SUCH OUTPUTS. ASSENT DOES NOT PROVIDE LEGAL OR REGULATORY ADVICE. ANY INFORMATION, TEMPLATES, OR FUNCTIONALITY MADE AVAILABLE THROUGH THE ASP IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS A SUBSTITUTE FOR PROFESSIONAL LEGAL COUNSEL.

6.2 YOUR RESPONSIBILITY FOR DAMAGE. YOU AGREE THAT YOUR USE OF THE ASP IS AT YOUR SOLE RISK. YOU WILL NOT HOLD ASSENT OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE ASP, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE ASP MAY CONTAIN BUGS, ERRORS, PROBLEMS, OR OTHER LIMITATIONS. ASSENT IS NOT RESPONSIBLE FOR DECISIONS BASED ON SUPPLIER DATA SUBMITTED THROUGH THE ASP.

6.3 YOUR RESPONSIBILITY FOR YOUR ACTIONS. YOU AGREE AND UNDERSTAND THAT YOU MAY BE HELD LEGALLY RESPONSIBLE FOR DAMAGES SUFFERED BY OTHER ASP USERS OR THIRD PARTIES AS THE RESULT OF YOUR INFORMATION, DATA, FEEDBACK, OR OTHER CONTENT POSTED OR MADE AVAILABLE ON THE ASP THAT IS DEEMED DEFAMATORY OR OTHERWISE LEGALLY ACTIONABLE.

6.4 LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, NOR ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR ACCESS OF THE ASP. ASSENT IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD PARTIES (INCLUDING OTHER ASP USERS), AND YOU RELEASE ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IN THIS REGARD, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” THE LIABILITY OF ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND/OR AGENTS, OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE ASP. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF ASSENT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE GREATER OF $2,000 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12 MONTHS. APPLICATION OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATIONS OF LIABILITY BETWEEN YOU AND ASSENT OR BETWEEN YOU AND ANY OF ASSENT’S AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND/OR SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE ASP, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold Assent and (as applicable) its affiliates, directors, officers, employees, agents, suppliers and licensors harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys’ fees (collectively, “Claims”), arising out of or in connection with: (a) your use of the ASP; (b) any violation of these Terms; (c) your violation of any applicable law or the rights of a third party; or (d) any false or misleading submission made to the ASP or content generated based on your submission. Assent will have the right, but not the obligation, to participate through counsel of its choice, at your expense, in any defense by you of any Claims as to which you are required to defend, indemnify, or hold harmless Assent. You may not settle any Claims without Assent’s express written consent unless such settlement unconditionally releases Assent of all liability and has no impact on the data submitted to Assent through the ASP by you or on your behalf.

8. TRIAL, PILOT, AND BETA OFFERINGS

Certain features may be offered on a pilot, beta, early access, or trial basis (“Trial Features”) and are subject to these Terms. Trial Features are provided “as‑is” and “as‑available,” without warranties of any kind, express or implied, and without any service level commitments. To the maximum extent permitted by applicable law, Assent may modify, suspend, or discontinue such features at any time, with or without notice.

To the maximum extent permitted by applicable law, you assume all risk associated with using Trial Features, including possible inaccuracy in AI‑processed content or data ingested from external sources.

9. THIRD-PARTY WEBSITES

On the ASP, you may find links to websites operated by third parties (“Third-Party Sites”). Assent does not endorse or control Third-Party Sites, each of which may be governed by its own terms and privacy policy. To the maximum extent permitted by applicable law, Assent disclaims, and you hereby agree to assume all responsibility and liability for any damages or other harm, whether to you or third parties, resulting from your use of Third-Party Sites.

10. TERMINATION

10.1 Termination. You may terminate these Terms at any time by ceasing to access and use the ASP. Assent may terminate these Terms at its sole discretion upon reasonable notice, except in cases of breach or suspected breach of these Terms or applicable law, in which case Assent may terminate immediately without notice or liability. Assent may also deny, suspend, cancel, or terminate your use of the ASP, including, without limitation, for breach or suspected breach of these Terms or of any applicable law or regulation without notice.

10.2 Effect of Termination. Upon termination, you will no longer be authorized to access the ASP, and you shall immediately cease all use of the ASP and any related materials. The following provisions will survive termination or expiration of these Terms: Sections 2, 3, 5, 6, 7, 10.2, and 11. Following termination, Assent may retain and use Supplier Data and Enriched Data as permitted under these Terms and applicable law. Assent does not guarantee the availability of data export or retrieval following termination and may limit or discontinue access to the ASP and related data at its discretion.

11. MISCELLANEOUS

11.1 Entire Agreement and Contract Hierarchy. These Terms, together with any documents incorporated by reference, constitute the entire agreement between you and Assent governing your use of the ASP in your role as Supplier, and supersede all prior or contemporaneous agreements, communications, or understandings relating to such use. If you are a Customer with a signed MSA, that MSA governs your use of and access to the ASP solely in your role as Customer and these Terms govern all other use of the ASP. In the event of any conflict between the MSA and these Terms with respect to your use as a Customer, the MSA shall prevail.

11.2 Waiver. The failure of Assent to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

11.3 Third-Party Beneficiaries. Except for Assent and its affiliates, and unless otherwise expressly stated, no person or entity who is not a party to these Terms has any right to enforce any terms herein.

11.4 Governing Law and Jurisdiction. These Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from application to these Terms. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario for any dispute arising out of or relating to these Terms.

11.5 Assignment and Successors. Assent may assign its rights and duties under these Terms to any party at any time without notice to you. Your rights and duties are not assignable by you without Assent’s prior written consent. These Terms will bind and endure to the benefit of the parties and their respective successors and permitted assigns.

11.6 Severability. If any provision (or portion thereof) of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions (and the unaffected portion of the provision) will remain in full force and effect and will be construed to achieve, to the extent possible, the original objectives of the provision.

11.7 Notices and Contact. If you have questions, comments, or wish to provide any notice under these Terms, please contact Assent at Legal@Assent.com. Assent may provide notices by posting to assent.com, within the ASP, or by email to the address associated with your account.

11.8 Updates to Terms. To the maximum extent permitted by law, Assent may modify these Terms, as well as any documents, policies, webpages, or other materials referenced or incorporated by reference herein, by posting an updated version and providing notice to you via email or through the ASP. Your continued access to the ASP after the effective date of any such updates constitutes your acceptance of the updated Terms and referenced materials.

11.9 Language. The parties have agreed that these Terms and any related documents be drafted in the English language. Les parties ont convenu que les présentes modalités et tout document s’y rattachant soient rédigés en langue anglaise.