Ascent Integrated Technology

This End User Terms of Use Agreement (“EULA”), together with any applicable Supplemental Terms (defined below) (collectively, with the EULA, the “Agreement”) is between you and AI Tech Holdings, Inc. (“Ascent,” “we,” “our,” or “us”), and describes the terms and conditions that apply to your use of (i) the website located at https://ascentitech.com/ and any of Ascent’s other websites on which a link to this EULA appears (collectively, the “Website”), (ii) Ascent’s applications that we offer subject to these EULA, including the Ascent Platform (each, an “Application”), and (iii) the devices such as the Ascent Module (including software embedded in the devices, any patches, fixes, updates or upgrades thereto, as well as any related accessories or parts) (each such device, a “Device”), and any services or other resources available on or enabled via our Website or any Application (such services and other resources collectively with the Devices, Applications, and, Website, the “Services”).  If you use any Services (including any Device) in connection with a program as made available to an Employer (defined below) pursuant to a separate enterprise services agreement between such Employer and Ascent (an “Enterprise Agreement”), then (i) your access to any Services is subject to the terms of such Enterprise Agreement as well as this EULA and (ii) in the event of a conflict between the terms of this Agreement (including any applicable Privacy Policy) and the terms of the Enterprise Agreement, the terms of the Enterprise Agreement shall prevail to the extent of such conflict.  For clarity, to the extent an Enterprise Agreement has been duly executed by your Employer, Ascent’s collection, use, and processing of Employer Data (defined below) obtained in connection with your use of the Services are governed by such Enterprise Agreement.   

BY ACCESSING OR USING THE SERVICES IN ANY WAY (INCLUDING BY USING THE DEVICES OR DOWNLOADING ANY APPLICATION), EXECUTING THESE TERMS, CLICKING ON ANY “I ACCEPT” BUTTON, COMPLETING ANY ACCOUNT REGISTRATION PROCESS, SUBMITTING ANY ORDERING DOCUMENT PROVIDED BY ASCENT TO YOU, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS EULA, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ASCENT, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE EULA PERSONALLY OR IN ANY OTHER CAPACITY IN WHICH YOU ARE USING THE SERVICES (E.G., ON BEHALF OF AN EMPLOYER AND SUBJECT TO AN ENTERPRISE AGREEMENT).  IF YOU DO NOT AGREE TO BE BOUND BY THE EULA, YOU MAY NOT ACCESS OR USE THE SERVICES. 

PLEASE BE AWARE THAT SECTION 1.6 (COMMUNICATIONS WITH ASCENT) OF THIS AGREEMENT, BELOW, CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL AND PUSH NOTIFICATION.

SECTION 14 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND ASCENT.  AMONG OTHER THINGS, SECTION 14 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND ASCENT SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 14 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 14) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 14.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY ASCENT IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Ascent will make a new copy of the EULA and/or Supplemental Terms, as applicable, available on the Website and within any affected Application.  We will also provide notice to you of such changes, such as by updating the “Last Updated” date at the top of the Agreement and/or sending an e-mail to you at the last e-mail address you provided to us pursuant to the Agreement.  Unless otherwise stated in such update, any changes to the Agreement will be effective immediately for new users of the Services and will be effective thirty (30) days after posting notice of such changes on the Website for existing users, provided that any material changes shall be effective for users who have an Account with us upon the earlier of thirty (30) days after posting notice of such changes on the Website or thirty (30) days after dispatch of an e-mail notice.  Ascent may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you must stop using the Services.  Otherwise, your continued use of the Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

• USE OF THE SERVICES.  If you use the Services in connection with or subject to your relationship with an Employer, then (i) if you have questions about using any Services you should direct them to such Employer, and (ii) such Employer may revoke or modify your access to the Services at any time.
• Description of Services.  The Services enable certain end users (each, an “Admin”) designated by a company, organization, or other enterprise that has entered into an Enterprise Agreement with Ascent (each, an “Employer”) to track the location of, monitor the status of, and gain critical insights to, firefighter personnel using the Devices.  Your right to access and use any and all of the Services is subject to this Agreement. 
• Chief Portal.  Admin(s) shall have certain administrative features and functionalities through the Chief Portal or other administrative user interface and related services (“Chief Portal”).  Admin(s) shall have the ability to provision Devices for or grant access to certain pages or sections of the Application to individuals (“Authorized Users”).  Admin(s) shall be responsible for granting or denying such access and shall determine if any permissions require modification, including if an Authorized User’s Account must be deactivated.  If you are an Admin, you agree that you are solely responsible for all activity that occurs on your Account, including any permissions granted in error. 
• Analytics; No Medical Advice or Biometric Identifiers.  The Services may generate and make available certain data, analytics, and insights (“Analytics”) to you and Employers, including Analytics based on or derived from your use of Devices.  The Services, including the Analytics, are not intended to diagnose, treat, cure, or prevent any medical condition, nor are they intended to identify any individual based on such individual’s biometric identifiers.  Any Analytics or other materials made available through the Services is for informational purposes only.  YOU UNDERSTAND THAT ASCENT DOES NOT ITSELF PROVIDE SERVICES REQUIRING PROFESSIONAL LICENSURE OR QUALIFICATIONS (E.G., PHYSICIAN OR OTHER MEDICAL PROFESSIONAL SERVICES) AND ANY ANALYTICS OR OTHER MATERIALS PROVIDED BY THE SERVICES DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL OR OTHER CLINICAL ADVICE OR OPINION.  ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A HEALTH CONDITION AND BEFORE STOPPING, STARTING, OR MODIFYING ANY TREATMENT.  IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 OR SEEK IMMEDIATE OR OTHER APPROPRIATE EMERGENCY ATTENTION.
• Devices. 
• Purchase of Devices.  Devices can be purchased by an Employer pursuant to an Enterprise Agreement.  Devices may be provided to you by your Employer for the duration set forth on the applicable Enterprise Agreements and will be provided by Ascent only upon the execution of an Enterprise Agreement.
• Maintenance and Condition.  You shall at all times maintain the Devices in good operating condition and repair, normal wear and tear excepted, and our obligation to provide the Services is contingent on your compliance with the foregoing.  In the event that you are unable to access or use the Services in accordance with the user guide or other documentation provided by Ascent with respect to the Devices (“Documentation”), you will promptly notify Ascent.  
• Restrictions on Use.  You will only use the Devices in accordance with any instructions and user guides provided to you or your Employer by Ascent. 
• Third-Party Supplier Terms.  Certain Devices are made available by third-party suppliers and the use thereof may be subject to additional terms, as will be made available to you from time to time in connection with such Device (the “Third-Party Supplier Terms”).  You acknowledge and agree that your use of any such Devices is subject to your ongoing compliance with the Third-Party Supplier Terms as well as this EULA.
• Application License.  Subject to your compliance with the Agreement, Ascent grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a reasonable number of mobile devices or computers that you own or control, and to run such copy or copies of the Application solely for your own personal or internal business purposes.  Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function.  Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
• Supplemental Terms.  Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the EULA or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the EULA is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service.  
• Updates.  You understand that the Services are evolving.  As a result, Ascent may require you to accept updates to the Applications that you have installed on your devices.  You acknowledge and agree that Ascent may update the Services with or without notifying you.  You may need to update third-party software from time to time in order to use the Services.   
• Communications with Ascent.  By entering into this Agreement or using any of our Services, whether as an Employer and/or end user, to the maximum extent permitted by applicable law, you agree to receive communications from us, including via e-mail and/or push notifications.  Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Services, updates concerning new and existing features on the Services, communications concerning promotions run by us or our third-party partners, and news concerning Ascent and industry developments. 
• Beta Services.  Ascent may, from time to time, offer access to services that are classified as a trial or beta version, including without limitation any participation in Ascent’s Early Adopter Program (“Beta Services”).  Access to and use of Beta Services may be subject to additional agreements.  Ascent makes no representations that Beta Services will ever be made generally available and reserves the right to discontinue or modify Beta Services at any time without notice.  Beta Services are provided AS IS and WITH ALL FAULTS, and may contain bugs, errors, or other defects.  Your use of any Beta Services is at your sole risk. 
• Support.  Your Employer is your first point of contact for questions, concerns, or issues concerning the use of or access to any Services.  However, Ascent reserves the right to intervene directly and take what we determine to be appropriate action in the event that Employer is unable to resolve your issue, or we believe there is a risk of harm to Ascent, other users, third parties, or the Services.  Ascent may monitor use of the Services for compliance with this Agreement, but is not obligated to do so.  You agree to cooperate with Ascent in the event of any such direct intervention.
• REGISTRATION.
• Registering Your Account.  In order to access certain features of the Services, including without limitation the Chief Portal, you may be required to register an account on the Application (“Account”).  If you create an Account, the following Section 2.2 applies to you. 
• Your Account.  Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Ascent.  You are responsible for all activities that occur under your Account.  You may not share your Account or any access code with anyone, and you agree to notify Ascent immediately of any unauthorized use of your Account or any other breach of security.
• Registration Data.  You agree to (a) provide true, accurate, current, and complete information about yourself as prompted by any registration form or otherwise in connection with your use of the Services (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.  You represent that you are (i) at least eighteen (18) years old; and (ii) not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  If you provide any information that is untrue, inaccurate, not current, or incomplete, or Ascent has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current, or incomplete, Ascent has the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof).  You acknowledge and agree that Registration Data constitutes Employer Data and Ascent will use your Registration Data in accordance with the Enterprise Agreement and its then-current Privacy Policy.
• Necessary Equipment and Software.  Except for the Devices indicated on the applicable Enterprise Agreement, you must provide all equipment and software necessary to connect to the Services, including but not limited to, a tablet device that is suitable to connect with and use the Services, in cases where the Services offer an Application component.  You are solely responsible for any fees, including Internet connection fees, that you incur when accessing the Services.  
• RESPONSIBILITY FOR CONTENT.
• Types of Content.  You acknowledge that all Content (as defined in Section 4.1), including any Content on the Services, is the sole responsibility of the party from whom such Content originated.  This means that you, and not Ascent, are entirely responsible for all Content that you upload, post, e-mail, transmit, or otherwise make available (“Make Available”) through the Services (“Your Content”), and that you and other users of the Services, and not Ascent, are similarly responsible for all Content that you and they Make Available through the Services (“User Content”).
• Storage.  Unless and solely to the extent expressly agreed to by Ascent in writing elsewhere, Ascent has no obligation to store any of Your Content that you Make Available on the Services.  Ascent has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.  You agree that Ascent retains the right to create reasonable limits on Ascent’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by Ascent in its sole discretion.  We encourage you to download,  make back-up copies of, or otherwise store any of Your Content or other data. 
• OWNERSHIP.
• The Services.  Except with respect to Your Content and User Content, you agree that Ascent and its suppliers retain all rights, title, and interest in the Services, including but not limited to, any information, data, materials, and other content (collectively, “Content”) made available thereby or therethrough.  You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any the Services.
• Trademarks.  “Ascent Integrated Tech” and all related graphics, logos, service marks, and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of Ascent and may not be used without permission in connection with your, or any third-party, products or services.  Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.
• Your Content.  Ascent does not claim ownership of Your Content.  However, when you Make Available Your Content on, in, or through the Services, you represent and warrant that you (i) own and/or have the right to grant the license in Section 4.4; and (ii) complied with all laws applicable to Your Content, including without limitation any laws that require you to obtain the consent of one or more third parties in order to upload such Content to or make such Content available through the Services, and that Your Content and use thereof in connection with the Services will not violate the rights of any third parties.
• License to Your Content.  Subject to any applicable Account settings that you select, you grant Ascent a fully paid, royalty-free, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services as contemplated herein.  Please remember that other users may search for, see, use, modify, and reproduce any of Your Content that you submit to any “public” area of the Services, or any area of the Services in which you have granted permissions for Your Content to be displayed, and that the applicable Employer may have additional rights to view Your Content whether or not Your Content has been made public.  You agree that you, not Ascent, are responsible for all of Your Content that you Make Available on or in the Services.  
• Employer Data. Personal information and other Content that you upload to your Account or otherwise Make Available to or in connection with the Services, including information generated through your use of Devices (“Employer Data”) shall be processed and retained by Ascent at the direction of your Employer and in accordance with applicable law and legal obligations, including the terms of any Enterprise Agreement. You understand and acknowledge that Employer Data may be visible to other users, your Employer, and Authorized Users, depending on your Employer’s choices.  Your Employer may also elect to enable Third-Party Services (as defined below), which may result in Employer Data being shared with a third party and subject to that third-party’s terms of use and/or privacy policy.  You understand and agree that your Employer’s choices may result in the access, use, deletion, disclosure, or modification of certain Employer Data. You understand and agree that your Employer is solely responsible for (i) notifying or informing you of any relevant policies, practices, settings, or choices your Employer may elect or apply that may impact Ascent’s processing of Employer Data; (ii) obtaining your permission and/or consent as may be legally required in order to lawfully use Employer Data you input in order to operate your access to Services; (iii) ensuring that any transfer and/or processing of Employer Data pursuant to this EULA is lawful, and; (iv) responding to and resolving any dispute that may arise between you and Employer relating to or based on Employer Data, or Services, or your Employer’s failure to fulfill any of these responsibilities.
• Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Ascent about its products or services (“Feedback”) is at your own risk and that Ascent has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to Ascent a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Ascent’s business.
• USER CONDUCT AND CERTAIN RESTRICTIONS.  As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law.  You shall not (and shall not permit any third party) to: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of Ascent; (c) use any metatags or other “hidden text” using Ascent’s name or trademarks; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);  (f) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (g) take any action or Make Available any Content on or through the Services that: (i) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (ii) constitutes unauthorized or unsolicited advertising, junk, or bulk e-mail; (iii) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Ascent’s prior written consent; (iv) impersonates any person or entity, including any employee or representative of Ascent; or (v) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (h) use any Services in your personal capacity (i.e., outside the scope of any applicable Enterprise Agreement).  Without limiting the foregoing, except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this Section.  Any future release, update or other addition to the Services shall be subject to the Agreement.  Ascent, its suppliers and service providers reserve all rights not granted in the Agreement.  Any unauthorized use of the Services terminates the licenses granted by Ascent to you pursuant to the Agreement.
• INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT.  Ascent may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review your use of the Services and/or Content, including Your Content and User Content, at any time.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  
• INTERACTIONS WITH OTHER USERS.
• User Responsibility.  You are solely responsible for your interactions with other users and any other parties with whom you interact through the Services; provided, however, that Ascent reserves the right, but has no obligation, to intercede in such disputes.  You agree that Ascent will not be responsible for any liability incurred as the result of such interactions.
• Content Provided by Other Users.  The Services may contain Content provided by other users.  Ascent is not responsible for and does not control User Content.  Ascent does not approve, endorse or make any representations or warranties with respect to, User Content.  You use all User Content and interact with other users at your own risk.
• FEES AND PURCHASE TERMS.
• Payment.  Ascent does not currently charge a fee for individual users of the Services.  However, it reserves the right to charge such fees in the future.  If you are using the Services subject to an Enterprise Agreement, the payment terms set forth in the Enterprise Agreement shall control.
• Free Trials and Other Promotions.  Any free trial or other promotion that provides access to the Services must be used within the specified time of the trial.  At the end of the trial period, unless otherwise agreed upon by Ascent, your use of that Service will expire, and any further use of the Service is prohibited unless you pay the applicable fees.  
• INDEMNIFICATION.  To the maximum extent permitted by applicable law, you agree to indemnify and hold Ascent, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Ascent Party”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, the Service; (c) your violation of the Agreement; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules or regulations.  Ascent reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Ascent in asserting any available defenses.  This provision does not require you to indemnify any of the Ascent Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder.  You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.  
• DISCLAIMER OF WARRANTIES AND CONDITIONS.
• As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASCENT PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.  
• ASCENT’S GOAL IS TO PROVIDE HELPFUL AND ACCURATE INFORMATION ON THE SERVICES.  HOWEVER, THE SERVICES ARE DEPENDENT UPON A NUMBER OF FACTORS THAT ARE OUTSIDE THE CONTROL OF ASCENT, INCLUDING WITHOUT LIMITATION, DATA RELATING TO A USER’S CURRENT LOCATION AND A USER’S ACCURATE AND PROPER USE OF DEVICES IN ACCORDANCE WITH THE DOCUMENTATION.  ASCENT PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (3) THE ANALYTICS OR OTHER MATERIALS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.  ASCENT IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, AVAILABILITY, EFFECTIVENESS, OR CORRECT USE OF INFORMATION (INCLUDING ANALYTICS) THAT YOU RECEIVE FROM THE SERVICES.  USE OF THE SERVICES SHOULD NOT REPLACE YOUR GOOD JUDGMENT AND COMMON SENSE. 
• ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES, INCLUDING THE ANALYTICS, IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
• NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ASCENT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
• FROM TIME TO TIME, ASCENT MAY OFFER BETA SERVICES.  SUCH BETA SERVICES ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ASCENT’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO BETA SERVICES.  FOR THE AVOIDANCE OF DOUBT, IF YOU ARE USING THE SERVICES (INCLUDING ANY DEVICE) IN CONNECTION WITH ASCENT’S EARLY ADOPTER PROGRAM, YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE BETA SERVICES AND MADE AVAILABLE TO YOU WITHOUT WARRANTY OF ANY KIND.
• No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT ASCENT PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ASCENT PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING YOUR EMPLOYER, OTHER USERS, AND THE PROVIDER OF ANY THIRD-PARTY DEVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
• No Liability for Conduct of Other Users.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES.  YOU UNDERSTAND THAT ASCENT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS.  ASCENT MAKES NO WARRANTY REGARDING THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICES.
• LIMITATION OF LIABILITY.
• Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, IN NO EVENT SHALL ASCENT PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ASCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (e) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY.  THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ASCENT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ASCENT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ASCENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.  
• Cap on Liability.  TO THE FULLEST EXTENT PROVIDED BY APPLICABLE LAW, ASCENT PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO ASCENT BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (b) $100.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF AN ASCENT PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY AN ASCENT PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ASCENT PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
• User Content.  EXCEPT FOR ASCENT’S OBLIGATIONS WITH RESPECT TO YOUR PERSONAL DATA, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ASCENT ASSUMES NO RESPONSIBILITY TO YOU FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT, EMPLOYER DATA, AND USER CONTENT), USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS.
• Exclusion of Damages.  CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SET OUT IN THIS SECTION 11.  IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
• Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ASCENT AND YOU.
• TERM AND TERMINATION.  
• Term.  The Agreement commences on the earlier of: (a) the date you first used the Services or (b) the date when you otherwise accept this Agreement (as described in the preamble above), and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement.
• Termination of Services by Ascent.  Ascent has the right to, immediately and without notice, suspend, or terminate any Services provided to you, at any time, in the event that (a) the agreement between Ascent and your Employer is terminated; (b) you breach any provision of this Agreement; (c) Ascent determines that your use of the Services (including without limitation any of Your Content) violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Ascent; or (d) Ascent otherwise determines in its sole discretion not to provide the Services.  You agree that all terminations shall be made in Ascent’s sole discretion and that Ascent shall not be liable to you or any third party for any termination of your Account.
• Termination of Services by You.  If you want to terminate the Services provided by Ascent, you may do so by (a) notifying Ascent at any time and (b) closing your Account for all of the Services that you use.  Your notice should be sent, in writing, to Ascent’s address set forth below.  
• Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Subject to the applicable Enterprise Agreement, termination of all Services also may include deletion of your Account and all related information, files, and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately and your Device(s) may be blocked from future access to or use of the Services.  You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Ascent will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content.  All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
• No Subsequent Registration.  If your registration(s) with, or ability to access, the Services is discontinued by Ascent due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Services through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Ascent reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
• THIRD-PARTY SERVICES.  The Services may contain links to third-party websites, applications, and/or advertisements (“Third-Party Services”).  When you click on a link to a Third-Party Service, we may not warn you that you have left the Services, and you become subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Services are not under the control of Ascent and you agree that Ascent is not responsible for any Third-Party Services.  Ascent provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith.  You use all links in Third-Party Services at your own risk.  When you leave our Services, this Agreement and our policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party. 
• Accessing and Downloading the Application from the Apple App Store.  The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: 
• You acknowledge and agree that (i) the Agreement is concluded between you and Ascent only, and not Apple, and (ii) Ascent, not Apple, is solely responsible for the App Store Sourced Application and content thereof.  Your use of the App Store Sourced Application must comply with the Apple App Store Terms of Service. 
• You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. 
• In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application.  As between Ascent and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Ascent. 
• You and Ascent acknowledge that, as between Ascent and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• You and Ascent acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Ascent and Apple, Ascent, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim to the extent required by the Agreement. 
• You and Ascent acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. 
• Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
• ARBITRATION AGREEMENT.  Please read this section (the “Arbitration Agreement”) carefully.  It is part of your contract with Ascent and affects your rights.  It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 
• Applicability of Arbitration Agreement.  Subject to the terms of this Arbitration Agreement, you and Ascent agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Ascent may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Ascent may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
• Informal Dispute Resolution.  There might be instances when a Dispute arises between you and Ascent.  If that occurs, Ascent is committed to working with you to reach a reasonable resolution.  You and Ascent agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”).  You and Ascent therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”).  If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties.  Notice to Ascent that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to info@ascentitech.com or regular mail to our offices located at 300 N Elizabeth St. Ste 410C, Chicago IL 60607.  The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree.  In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute.  Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration.  The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

• Waiver of Jury Trial.  YOU AND ASCENT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Ascent are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 14.1 (Applicability of Arbitration Agreement).  There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
• Waiver of Class and Other Non-Individualized Relief.  YOU AND ASCENT AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 14.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.  ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim.  Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 14.9 (Batch Arbitration).  Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Ascent agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located Chicago, Illinois.  All other Disputes shall be arbitrated or litigated in small claims court.  This section does not prevent you or Ascent from participating in a class-wide settlement of claims.
• Rules and Forum.  This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings.  If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Ascent agree that either party shall have the right to finally resolve the Dispute through binding arbitration.  The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.  The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.

A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”).  The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the Account username (if applicable) as well as the email address associated with any applicable Account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. 

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address.  Such counsel must also sign the Request.  By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. 

Unless you and Ascent otherwise agree, or the Batch Arbitration process discussed in Section 14.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside.  Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.  If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.

You and Ascent agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

• Arbitrator.  The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Illinois and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators.  If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 14.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
• Authority of Arbitrator.  The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 14.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 14.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 14.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 14.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 14.9 (Batch Arbitration).  The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute.  The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The award of the arbitrator is final and binding upon you and us.  Judgment on the arbitration award may be entered in any court having jurisdiction.
• Attorneys’ Fees and Costs.  The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).  If you or Ascent need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration.  The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
• Batch Arbitration.  To increase the efficiency of administration and resolution of arbitrations, you and Ascent agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Ascent by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.  To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”).  In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.  The Administrative Arbitrator’s fees shall be paid by Ascent.

You and Ascent agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

• 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 300 N Elizabeth St. Ste 410C Chicago, IL 60607 within thirty (30) days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, the email address associated with your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.  If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
• Invalidity, Expiration.  Except as provided in Section 14.4 (Waiver of Class and Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.  You further agree that any Dispute that you have with Ascent as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred.  Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
• Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Ascent makes any future material change to this Arbitration Agreement, we will notify you.  Unless you reject the change within thirty (30) days of such change become effective by writing to Ascent at 300 N Elizabeth St. Ste 410C Chicago, IL 60607 your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.  Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration.  If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect.  Ascent will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
• GENERAL PROVISIONS.
• Electronic Communications.  The communications between you and Ascent may take place via electronic means, whether you visit the Services or send Ascent e-mails, or whether Ascent posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Ascent in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Ascent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
• Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Ascent’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
• Force Majeure.  Ascent shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.  If a force majeure event occurs that affects Ascent’s performance of its obligations under the Agreement: (a) Ascent will contact you as soon as reasonably possible to notify you; and (b) Ascent’s obligations under the Agreement will be suspended and the time for Ascent’s performance of its obligations will be extended for the duration of the force majeure event.  
• Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to the Services, please contact us at: info@ascentitech.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
• Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Ascent agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Cook County, Illinois.
• Governing Law and Jurisdiction.  THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF ILLINOIS, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.  
• Notice.  Where Ascent requires that you provide an e-mail address, you are responsible for providing Ascent with your most current e-mail address, and for keeping such e-mail address current by updating your Account.  In the event that the last e-mail address you provided to Ascent is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Ascent’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Ascent at the following address: info@ascentitech.com.  Such notice shall be deemed given when received by Ascent by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
• Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
• Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
• Export Control.  You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.  In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Ascent are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Ascent products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
• Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
• Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.  This Agreement shall govern over any pre-printed or other conflicting terms set forth on an ordering document provided by you, which shall be null and void to the extent that such terms conflict with this Agreement.  In no event shall any additional or inconsistent terms provided by you supersede or modify the terms set forth in this Agreement except by mutual, written agreement.