ASCENT REFERRAL PROGRAM TERMS AND CONDITIONS (Last updated April 24, 2025)
Welcome and thank you for your interest in the referral program offered by AI Tech Holdings, Inc (dba Ascent Integrated Tech), a corporation with its principal place of business at 300 N Elizabeth St Suite 410C, Chicago IL (“Ascent”). To participate in Ascent’s referral program under the terms and conditions set forth herein, you must first enter into a Referral Program Agreement with Ascent (“Referral Agreement”) that references these Ascent Referral Program Terms and Conditions (“Terms and Conditions”). By entering into a Referral Agreement that references these Terms and Conditions, Ascent and the other party to such Referral Agreement (the “Company”) agree to be bound by these Terms and Conditions. The “Agreement” between Company and Ascent consists of the Referral Agreement entered into between Ascent and Company (including any exhibits thereto), as well as these Terms and Conditions. Capitalized terms used in these Terms and Conditions but not defined herein will have the meaning set forth in the Referral Agreement.
1. APPOINTMENT AND RELATIONSHIP
(a) Appointment. Subject to the terms of this Agreement, Ascent hereby appoints Company as a non-
exclusive representative to refer prospective customers located in the geographic territory identified in the Referral Agreement (the “Territory”) for the Ascent products and services identified in the Referral Agreement (“Ascent Products”) to Ascent during the Term. Company will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of Ascent. Except as expressly specified in this Agreement, Ascent reserves the right to (i) establish relationships with third parties, including other sales representatives, dealers, resellers, distributors and referral partners, to market and sell Ascent’s products and services, and (ii) solicit orders directly from and sell directly to any customer.
(b) Relationship
(i) Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to act as an agent or direct or control the activities of the other.
(ii) No Employment. Company will bear all costs, taxes, and expenses associated with its conduct of its business in accordance with the terms of this Agreement. No individual whose compensation for services is paid for by Company is employed by Ascent, nor will that individual be deemed to be employed by Ascent for any purpose. Company accepts exclusive liability for all payroll taxes or contributions according to federal, state, or local tax laws with respect to individuals whose compensation is paid by Company. Company will remain solely responsible for the performance of any of its employees or agents.
2. REFERRAL PROCESS
(a) Referral Submission. When Company identifies and wishes to refer a prospective customer, Company will submit a referral to Ascent in writing, which will include sufficient and accurate information regarding such prospective referral (“Referral Registration”) in accordance with any instructions provided by Ascent and the terms of the Referral Agreement.
(b) Acceptance of Referrals. Ascent will have 10 business days from the date of the Referral
Registration to accept or reject the Referral Registration for any prospective customer. A Referral Registration may be rejected for any reason, including, but not limited to, because the applicable prospective customer is not qualified, the prospective customer is located outside of the Territory, contact with Ascent has already been established with the prospective customer, or the prospective customer is an existing contact, customer or business partner of Ascent, including without limitation as identified in Referral Agreement (collectively, “Ineligible Prospects”). Notwithstanding the introduction of a referred entity to Ascent by Company, Ascent shall be under no obligation to enter into any agreement with, or provide any products or services to, any such prospective customer.
(c) Registration Duration. Once accepted by Ascent as described above, the prospective entity that is the subject of an accepted Referral Registration will be deemed to be a “Registered Lead” for a period of 12 months after the acceptance of such Referral Registration, unless the parties otherwise agree in writing to extend the duration of the Referral Registration.
3. COMPANY’S OBLIGATIONS
(a) Efforts and Assistance. Company will use best efforts to refer to Ascent prospective customers in the Territory. Company will ensure that its employees and agents that are involved in performing under this Agreement are knowledgeable about Ascent’s business and the Ascent Products. Company will also provide any additional services or assistance described in the Referral Agreement. Company will perform its obligations under this Agreement in a professional manner using qualified personnel.
(b) Limitations. Company shall not be authorized to conduct any negotiations on behalf of Ascent, conclude any contract on Ascent’s behalf, or make any representation, warranty, or promise or take any other action binding upon Ascent, in each case without the prior written consent of Ascent. Company will not directly provide quotes to potential customers without the prior written consent of Ascent. Company will immediately notify Ascent of unsolicited orders it receives for the Ascent Products and will submit to Ascent in writing within two business days all inquiries, quotations, and orders received regarding the Ascent Products that it receives in sufficiently full and accurate detail. Company will not export, or offer to export, the Ascent Products without Ascent’s prior written consent.
(c) Business Practices. When seeking prospective customers and otherwise performing under this Agreement, Company will: (i) not engage in any deceptive, misleading, illegal, or unethical practices; (ii) not make any representations or warranties concerning Ascent or its products, except as set forth in printed marketing collateral or documentation furnished by Ascent; (iii) conduct business in a manner that reflects favorably at all times on the good name, goodwill, and reputation of Ascent; and (iv) comply with all applicable federal, state, and local laws and regulations.
(d) No Conflicting Obligations. Company will not enter into any agreement that conflicts with its obligations under this Agreement.
(e) Indemnification. Company will indemnify and hold Ascent and its affiliates and their employees, directors, agents, and representatives harmless from and against all damages, liabilities, costs, and expenses, including attorneys’ and experts’ fees and expenses, that they may incur as the result of any actual or threatened third-party claim arising out of or based upon Company’s negligence or willful misconduct or Company’s breach of
this Agreement.
4. MARKETING MATERIALS.
(a) Marketing Materials. Ascent may, at its own expense and discretion, provide Company with marketing and technical information concerning the Ascent Products as well as reasonable quantities of other marketing or instructional materials as identified in the Referral Agreement (collectively, “Marketing Materials”). Ascent will retain all right, title, and interest in and to all Marketing Materials that it provides to Company under this Agreement.
(b) Demonstration Units. Ascent, in its sole discretion, may provide Company with one or more demonstration versions of the Ascent Products (“Demo Products”) for use in marketing and promoting the Ascent Products during the Term. Ascent retains all right, title and interest in and to the Demo Products. Company acknowledges that this Agreement is not a sale and does not transfer to Company title to or ownership of the Demo Products, but only provides for limited use as contemplated herein. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ASCENT. Company agrees that Company’s use of the Demo Products is subject to the Ascent’s published Terms of Use therefore (currently available at https://ascentitech.com/legal/terms-of-use/, as may be updated by Ascent from time to time); provided, however, that the following additional terms will apply:
(i) Company may only use and access the Demo Products for (A) Company’s internal training and evaluation purposes and (B) the purpose of demonstrating the Ascent Products to prospective customers located in the Territory;
(ii) Company will assume all risk of loss, damage, theft, or destruction of the Demo Products (except for normal wear and tear) after the Demo Products are made available for pickup at Ascent’s shipping location and will reimburse Ascent for any costs of repair or replacement.
(iii) Within thirty (30) days of expiration or termination of this Agreement, Company will return the Demo Products to Ascent. The Demo Products shall be returned to Ascent in the same condition as originally delivered to Company, subject only to normal wear and tear. Company shall pay shipping expenses for return shipment to Ascent. In the event of any conflict between such Ascent Terms of Use and this Agreement, this Agreement will control with respect to the Demo Products and the subject matter of this Agreement.
(c) Use of Ascent’s Marks. During the Term of this Agreement, Company may, subject to Ascent’s prior written review and approval in each instance, use the name, trademarks, and trade names of Ascent that Ascent may adopt from time to time (“Ascent Marks”) solely for the purpose of identifying Company as an authorized referral partner of Ascent and promoting the Ascent Products to prospective customers; provided, however, that Ascent may substitute alternative marks for any or all of the Ascent Marks at any time upon notice to Company. All representations of the Ascent Marks and any promotional materials that Company intends to use must first be submitted to Ascent for approval of design, color and other details. In addition, Company shall fully comply with all reasonable guidelines, if any, communicated by Ascent concerning the use of the Ascent Marks. Company shall not alter or remove any of the Ascent Marks affixed to the Ascent Products or Marketing Materials. Except as set forth in this Section, nothing contained in this Agreement will grant or will be deemed to grant to Company any right, title or interest in or to the Ascent Marks. All uses of the Ascent Marks and goodwill associated therewith will inure solely to Ascent. Company will obtain no rights with respect to any of Ascent Marks and Company irrevocably assigns to Ascent all such right, title and interest, if any, in any of the Ascent Marks. At no time during or after the term of this Agreement shall Company challenge or assist others to challenge the Ascent Marks (except to the extent expressly prohibited by applicable law) or the registration thereof or attempt to register any of the Ascent Marks or any trademarks, marks or trade names confusingly similar to those of Ascent or register or attempt to register any domain names incorporating any of the foregoing.
5. COMPENSATION. In consideration for the services rendered by Company hereunder, Ascent shall pay to Company, as sole compensation, the amount calculated and payable in accordance with the Referral Agreement (“Compensation”).
6. TERM AND TERMINATION
(a) Term. This Agreement will commence upon the Effective Date and continue until completion of the Initial Term (as identified in the Referral Agreement), unless earlier terminated in accordance with the provisions of this Agreement or the Referral Agreement. The Agreement may be extended for one or more additional renewal terms (each a “Renewal Term”) only upon the mutual written agreement of Company and Ascent. The Initial Term, together with any applicable Renewal Terms, may be referred to as the “Term”.
(b) Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days’ prior written notice, provided that the matters set forth in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period.
(c) No Liability for Termination. Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
(d) Effects of Termination or Expiration
(i) All Marketing Materials, Ascent Marks, Confidential Information and designs, drawings, data, financial information, business plans, literature, and sales aids of every kind will remain the property of Ascent. No later than 30 days after the expiration or termination of this Agreement, Company shall return to Ascent or destroy the foregoing. Company shall not make or retain any copies of any confidential items or Confidential Information that may have been entrusted to it. Effective upon the termination of this Agreement, Company shall cease to use the Ascent Marks. Upon termination or expiration, Ascent will only be responsible for paying Compensation for Registered Leads that were accepted prior to the effective date of the termination or expiration. All claims of Company against Ascent, including without limitation those pertaining to Compensation hereunder, are hereby waived unless made in writing to Ascent by Company within thirty (30) days of when such Compensation would have been payable.
(ii) In addition, the following provisions of these Terms and Conditions will survive any termination or expiration of this Agreement: Sections 1(b), 3(b), 3(e), 4(b)(ii)-(iii), 4(c), 5 (solely with respect to Registered Leads accepted prior to termination), 6(c), 6(d), and 7-10.
(a) Except as expressly required by law, if either party terminates this Agreement in accordance with any of the provisions of this Agreement, neither party will be liable to the other, because of such termination, for by expenditures or commitments made in connection with this Agreement or damages caused by the loss of prospective profits or anticipated sales. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.
7. LIMITED WARRANTY AND DISCLAIMER
(a) Mutual Warranties. Each party represents and warrants to the other that: (i) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (ii) no authorization from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (iii) the execution, delivery, and performance of this Agreement does not violate any applicable laws.
(b) WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTIES MADE IN SECTION 7(A), ASCENT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. ASCENT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUALITY, ACCURACY, AND TITLE. ASCENT DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE ASCENT PRODUCTS OR ANY DEMO PRODUCTS. ASCENT DOES NOT WARRANT THAT THE ASCENT PRODUCTS OR DEMO PRODUCTS ARE ERROR-FREE OR THAT OPERATION OF THE ASCENT PRODUCTS WILL BE SECURE OR UNINTERRUPTED. COMPANY WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF ASCENT TO ANY OTHER THIRD PARTY.
8. CONFIDENTIAL INFORMATION
(a) “Confidential Information” means any information disclosed by Ascent to Company which is marked as “confidential” at the time of disclosure (if disclosed in tangible or written form) or that would otherwise reasonably be considered by a third party to be confidential based on the nature of the information or the circumstances surrounding its disclosure. Confidential Information will not include any information that (i) was publicly known and made generally available prior to the time of disclosure by Ascent to Company, (ii) becomes publicly known and made generally available after disclosure by Ascent to Company through no action or inaction of Company, (iii) is already rightfully in the possession of Company at the time of disclosure by Ascent, or (iv) is obtained by Company from a third party without a breach of such third party’s obligations of confidentiality.
(b) Non-Use and Non-Disclosure. Company will (i) treat as confidential all Confidential Information,
(ii) not disclose Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms hereof provided, and (iii) will not use Confidential Information except in connection with performing its obligations under this Agreement. Notwithstanding the foregoing, Company is permitted to disclose Ascent’s Confidential Information if required by law so long as Ascent is given prompt written notice of such requirement prior to disclosure and assistance in obtaining an order protecting such information from public disclosure.
(c) Confidentiality of Agreement. Neither party to this Agreement will disclose the terms of this Agreement to any third party without the consent of the other party, except as required by securities or other applicable laws. Notwithstanding the above provisions, each party may disclose the terms of this Agreement (i) in connection with the requirements of a public offering or securities filing, (ii) in confidence, to accountants, banks, and financing sources and their advisors, (iii) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement, or (iv) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
(d) Feedback. Ascent may freely use and disclose without restriction any feedback, suggestions, or other ideas provided by Company to Ascent at any time that relate to the Ascent Products or any of Ascent’s other current or future anticipated business, products, or services (collectively, “Feedback”), and Company hereby grants Ascent a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
9. LIMITATION OF LIABILITY
(a) DISCLAIMER OF CONSEQUENTIAL DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ASCENT WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO COMPANY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF ASCENT IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
(b) CAP ON LIABILITY. UNDER NO CIRCUMSTANCES WILL ASCENT’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL COMPENSATION PAID OR OWING BY ASCENT TO COMPANY UNDER THIS AGREEMENT DURING THE 12 MONTHS PRIOR TO THE DATE ON WHICH THE
CLAIM AROSE.
(c) INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE COMPENSATION OFFERED BY ASCENT TO COMPANY AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE LIMITATIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
10. GENERAL
(a) Assignment. Company may not assign its rights and obligations under this Agreement without the written consent of Ascent. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of
the parties and their successors and assigns.
(b) Notices. Except as otherwise permitted by Section 10(g) below, any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth below and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of mailing or one business day following delivery to a courier.
(c) Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.
(d) Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act and with Ascent’s corporate policies regarding foreign business practices, Company and its employees and agents shall not directly or indirectly make an offer, payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Ascent in obtaining, retaining, or directing any such business.
(e) Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as specified in Section 10(f), any action arising out of or in connection with this Agreement will be heard in the state or federal courts located in Cook County, Illinois, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of these courts.
(f) Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute as to the interpretation, enforcement, breach, or termination of this Agreement will be settled by binding arbitration in Chicago, Illinois, U.S.A under the Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with the Rules. If there is a conflict between the Rules and the terms of this Agreement, the terms of this Agreement will prevail. All other disputes will be resolved by a court specified in Section 10(e). Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration.
(g) Modifications to Agreement. Ascent may modify these Terms and Conditions from time to time by giving notice to Company through Ascent’s online user interfaces, by sending Company an email to the e-mail address last provided to Company (if any). In the event that the last e-mail address that Company has provided is not valid, or for any reason is not capable of delivering to Company the notice described above, Ascent’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Unless a shorter period is specified by Ascent (e.g. due to changes in the law or exigent circumstances), the modifications become effective upon renewal of this Agreement or entry into a new Referral Agreement between Ascent and Company. If Ascent specifies that the modifications to the Terms and Conditions will take effect prior to Company’s next renewal and Company notifies Ascent in writing of Company’s objection to the modifications within thirty (30) days after the date of such notice, Ascent (at its option and as Company’s exclusive remedy) will either: (i) permit Company to continue under the existing version of the these Terms and Conditions until expiration of the then- current Term of this Agreement (but upon renewal, the modified Terms and Conditions will go into effect), or (ii) allow Company to terminate this Agreement.
(h) Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.
(i) Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.
(j) Drafting and Interpretation. The parties have had an equal opportunity to participate in the drafting of this Agreement and the attached exhibits. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders.
(k) Entire Agreement. This Agreement, including any exhibits, is the final and complete expression of all agreements between these parties and supersedes all previous oral and written agreements regarding these matters. It may be changed only by a written agreement signed by the party against whom enforcement is sought.
In the event of any conflict between the terms of the Referral Agreement and the terms of these Terms and Conditions, the terms of these Terms and Conditions will apply unless the Referral Agreement expressly indicates that a provision of the Referral Agreement is intended to supersede contrary language in these Terms and Conditions. No terms of any purchase order, acknowledgement or other form provided by Company will modify this Agreement, regardless of any failure of Ascent to object to such terms. Any ambiguity in this Agreement shall be interpreted equitably without regard to which party drafted hereof. Except as set forth in Section 10(g), the Agreement may only be amended by a writing signed by both parties. The Referral Agreement may be executed in counterparts.