Terms of Service

Last Modified: November 17, 2023

THESE TERMS OF SERVICE are entered into by and between Ampersand Professionals, Inc., d/b/a AscentUP, a Delaware corporation (“Ampersand” or “AscentUP”) and its users (“Users” or “you”) (you and AscentUP each a “Party” and collectively, the “Parties”). AscentUP provides services to individuals by providing an opportunity to participate in certain educational content and materials, as well as training with third parties (“Clients”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), govern your access to and use of (i) https://www.ampersandpro.com/, https://ascent.getlearnworlds.com/, https://learn.ascentup.com/, and their various subpages (the “Website”), (ii) the educational and other content made available through the Website or otherwise by AscentUP or its service providers, and (iii) any other services or features available on or through the same or through the AscentConnect mobile application (the foregoing items (i)-(iii) collectively defined herein as the “Services”). Except as otherwise provided, the Services are a copyrighted work belonging to AscentUP.

IF YOU USE ANY PORTION OF THE SERVICES IN ANY FORM, YOU ACCEPT AND AGREE TO BE BOUND BY AND ABIDE BY THESE TERMS OF SERVICE AND THE ASCENTUP PRIVACY POLICY, WHICH CAN BE FOUND HERE AND WHICH IS EXPRESSLY INCORPORATED HEREIN BY REFERENCE (THE “PRIVACY POLICY”). PLEASE READ THESE TERMS OF SERVICE AND THE PRIVACY POLICY CAREFULLY BEFORE USING ANY SERVICES. IF YOU DO NOT WANT TO AGREE TO THESE TERMS OF SERVICE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE ANY SERVICES.

The Services are offered and available to Users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Services, you represent and warrant that (i) you are of legal age to form a binding contract with AscentUP and meet all of the foregoing eligibility requirements, (ii) you have full legal authority to be bound by these Terms of Service, (iii) you have read and understand these Terms of Service, and (iv) you agree to these Terms of Service. If you do not meet all of these requirements, you must not access or use any Services.

Changes to these Terms of Service

AscentUP may revise and update these Terms of Service from time to time in AscentUP’s sole discretion and timing upon a notification provided via email or on the Website. All revisions, updates, or changes are effective immediately when AscentUP posts them to the Website and apply to all access to and use of the Services thereafter. However, any changes to the dispute resolution provisions set forth in Governing Law and Jurisdiction below will not apply to any disputes for which the Parties have actual notice on or prior to the date the revision, update, or change is posted. Your continued use of the Services following the posting of revised, updated, or changed Terms of Service means and constitutes your acceptance and agreement to the revision(s), update(s), or change(s). You are expected to check, read, and agree to this page when AscentUP posts a notification on the Website or sends you a notification through email, prior to continuing to access or utilize the Services so you are aware of any revision, update, or change, as they are binding on you.

Services Access

AscentUP reserves the right to withdraw or amend the Services and any product, service, or material AscentUP provides as part of the Services, in AscentUP’s sole discretion without notice. AscentUP will not be liable to you, any other User, or any Client if, for any reason, any part of or the entire Services are unavailable for your access or use at any time or for any period. From time to time, AscentUP may restrict access by you or others to some parts of the Services or the entire Services.

No Professional Advice

The information contained in or made available through the Services, including, but not limited to, information contained on the Website, message boards, in text files, in videos, on AscentUP social media, or in chats, cannot replace or substitute for the advice or counsel of trained professionals in any field, including, but not limited to, financial or legal matters. AscentUP and its licensors, suppliers, employees, directors, officers, shareholders, members, managers, and contractors make no representations or warranties concerning any action or application of information or preparation by any person following the information offered or provided within or through the Services or services made available through its Clients. NEITHER ASCENTUP NOR ITS PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, OR ANY OF THEIR AFFILIATES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES THAT MAY RESULT FROM YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ECONOMIC LOSS, INJURY, ILLNESS, OR DEATH TO YOU OR ANYONE ELSE.

You are responsible and accountable for your decisions, actions, and results thereof, and by your use of the Services, you agree not to attempt to hold AscentUP or any of the foregoing parties liable for any such decisions, actions, or results, at any time, under any circumstance.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Services for any of the following:

• In any way that violates any applicable federal, state, local, or international law or regulation, including, without limitation, any laws regarding the export of data or software to and from the US or other countries.

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards (see Content Standards below) set out in these Terms of Service.

• To transmit, or procure the sending of, any advertising or promotional material (without AscentUP’s prior written consent), including any “junk mail,” “chain letter,” or “spam,” or any other similar solicitation.

• To impersonate or attempt to impersonate AscentUP, an employee or representative of AscentUP, another User or Client, or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or that, as determined by AscentUP, may harm AscentUP or Clients or Users of the Services or expose them to liability.

Additionally, you agree not to:

• Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services, including their ability to engage in real time activities through the Services.

• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.

• Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without AscentUP’s prior written consent.

• Use any device, software, or routine that interferes with the proper working of the Services.

• Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored, or any server, computer, or database connected to the Services.

• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.

• Otherwise attempt to interfere with the proper working of the Services.

Intellectual Property Rights

The Services and their entire contents, features, and functionality, including, but not limited to, all information, source code, algorithms, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof, are wholly owned by AscentUP, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other applicable jurisdictions’ intellectual property or proprietary rights laws, as applicable.

These Terms of Service permit you to use the Services in accordance with these Terms of Service only. These Terms of Service do not constitute a sale or convey to you any rights, title, or interest of ownership in or related to the Services or any intellectual property rights owned by AscentUP. AscentUP, AscentUP’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of AscentUP or its affiliates or licensors. You must not use such marks without the prior written permission of AscentUP. All other names, logos, product and service names, designs, and slogans on the Services are the trademarks of their respective owners.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material from the Services, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

• You may store files that are automatically cached by your Web browser for display enhancement purposes.

You must not:

• Modify copies of any materials from the Services.

• Use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text.

• Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Services.

If you print, copy, modify, or otherwise use or provide any other person with access to any part of the Services in breach of these Terms of Service, your right to use the Services will cease immediately and you must, at AscentUP’s option and direction, return or destroy any copies of the materials you have made. Any use of the Services not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark, and other laws.

Copyright

AscentUP respects the intellectual property of others and asks that Users of the Services do the same. In connection with the Services, AscentUP may from time to time adopt and implement a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of the Users is, through the use of the Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to AscentUP. Please let AscentUP know as soon as possible. Please send the following information to AscentUP using the contact information set forth at the end of these Terms of Service:

1. Your physical or electronic signature;

2. Identification of the copyrighted work(s) that you claim to have been infringed;

3. Identification of the material on the Services that you claim is infringing and that you request to remove;

4. Sufficient information to permit AscentUP to locate such material;

5. Your address, telephone number, and e-mail address;

6. A statement that you have a good faith belief that use of the objectionable material is not authorized by the owner, its agent, or under applicable law; and

7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material facts (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorneys’ fees incurred by AscentUP in connection with the written notification and the allegation of copyright infringement.

User Contributions

The Services may, now or in the future, contain areas where Users may post, without limitation, discussions, opinions, feedback, videos, reviews, comments, photos, and other content, and submit suggestions, ideas, comments, questions, or other information and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, or transmit to AscentUP, Clients, third parties, or other Users (hereinafter, “Post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with the Content Standards set out in these Terms of Service.

Any User Contributions you Post to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution on the Services, you grant AscentUP and its affiliates and service providers, licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You represent, warrant, and covenant that (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to AscentUP; (b) all of your User Contributions do and will comply with these Terms of Service; (c) your User Contributions, and any third party or User’s access or use of the same, are authorized by all applicable third parties and applicable government agencies who own or possess any right or interest in or underlying the objects or property described therein; and (d) all User Contributions provided by you are accurate and complete in their requirement to satisfy the foregoing described representations and warranties.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not AscentUP, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. AscentUP is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other User of the Services.

Monitoring and Enforcement: AscentUP reserves the right, but not the obligation, to (1) remove or refuse to post any User Contributions for any or no reason in its sole discretion, and/or (2) take any action with respect to any User Contribution that AscentUP deems necessary or appropriate in its sole discretion.

Without limiting the foregoing, AscentUP has the right to fully cooperate with any law enforcement authorities or court order requesting or directing AscentUP to disclose the identity or other information of anyone posting any materials on or through the Services. NOTWITHSTANDING ANY OTHER TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, YOU WAIVE, RELEASE, AND SHALL INDEMNIFY AND RELEASE AND HOLD HARMLESS ASCENTUP AND ITS AFFILIATES, LICENSEES, SERVICE PROVIDERS, DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AND AGENTS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Notwithstanding the foregoing, AscentUP does not undertake to review all material or User Contributions before they are Posted on the Services, and cannot ensure prompt removal of objectionable, inaccurate, or incomplete material after it has been Posted. Accordingly, AscentUP assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any User or third party. AscentUP has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of the Services. You represent, warrant, and covenant that your User Contributions will, in their entirety, comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions shall not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

• Promote sexually explicit or pornographic material, violence, or discrimination based on, without limitation, race, sex, religion, nationality, disability, sexual orientation, or age.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property, or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service or the Privacy Policy.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

• Impersonate any person or misrepresent your identity or affiliation with any person or organization.

• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.

• Give the impression that they emanate from or are endorsed by AscentUP, its Clients, or any other person or entity, if this is not the case.

Reliance on Information Posted

The information presented on or through the Services is made available solely for general information purposes. AscentUP does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. ASCENTUP DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER VISITOR TO THE WEBSITE, USER OF THE SERVICES, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

The Services may include content provided by third parties. All statements and/or opinions expressed in these materials, all correspondence with such third party service providers, and all articles and responses to questions and other content, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of AscentUP. AscentUP is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties or other Users.

Information About You and Your Use of the Services

All information AscentUP collects on or through the Services is subject to the Privacy Policy. By using the Services, you consent to all actions taken by AscentUP with respect to your information in compliance with the Privacy Policy.

Linking to the Website

You may link to the Website homepage, provided you do so in a way that is fair and legal and does not damage AscentUP’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on AscentUP’s part without AscentUP’s express written consent. Without limiting the foregoing, AscentUP may authorize others to link to the Website or other pages within the Website or Services, which may entitle such parties to payment from AscentUP or others. You agree to cooperate with AscentUP in causing any unauthorized framing or linking immediately to cease. AscentUP reserves the right to withdraw linking permission without notice.

The Website may, from time to time, provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on the Website.

• Send e-mails or other communications with certain content, or links to certain content, on the Website.

• Cause limited portions of content on the Website to be displayed or appear to be displayed on your own or certain third-party websites.

You may use the Website features solely as they are provided by AscentUP solely with respect to the content that they display. Subject to the foregoing, you must not:

• Establish a link to the Website from any website that is not lawfully owned by you.

• Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.

• Link to any part of the Website other than the homepage.

• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Service.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Service. You agree to cooperate with AscentUP in causing any unauthorized framing or linking immediately to cease. AscentUP reserves the right to withdraw linking permission without notice and for any or no reason. AscentUP may disable all or any social media features and any links at any time without notice in its discretion for any or no reason.

Links from the Website

If the Services contain links to other sites and resources provided by third parties, AscentUP provides these links for your convenience only, including links contained in advertisements, including banner advertisements and sponsored links. AscentUP has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Information Disclaimer

All products and Services are for educational and informational purposes only. Nothing on this page, the Website, the Services, or any of AscentUP’s content or curriculum is a promise or guarantee of results or future earnings, and AscentUP does not offer any financial, legal, medical, tax, or other professional advice.

Making decisions based on any information presented in AscentUP’s products, courses, Services, or Website should be done only with the knowledge that you could experience risk or losses just like any career endeavor. Use caution and always consult your own advisors before acting on this or any information related to a lifestyle change or your career or finances. You are responsible and accountable for your decisions, actions, and results thereof, and by your use of the Services you agree not to attempt to hold AscentUP liable for your decisions, actions, or results, at any time, under any circumstance.


Relationship of the Parties and Providers

Users and Clients are not employees or agents of AscentUP or any other User or Client. The relationship between AscentUP and a User is that of service provider/user. No brokerage, agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship is intended or created by these Terms of Service.

Affiliate Marketing Disclosure

AscentUP may in the future accept forms of cash advertising, licensing, sponsorship, paid insertions, or other forms of compensation. Some links found on the Services or linking to the Services may be affiliate links that allow you to purchase products or services from other companies through advertisements on the Services or direct marketing to you (“Affiliate Links”). AscentUP may receive compensation for purchases made through these Affiliate Links.

Miscellaneous

Geographic Restriction: AscentUP provides the Services for use only by persons located in the United States. AscentUP makes no claims that the Services or any of its content is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

International Users: The Services are controlled, operated, and administered by AscentUP from AscentUP’s offices within the United States of America and are specifically intended only for Users located within the United States. If you access the Services from a location outside of the United States, you are responsible for compliance with all national and local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.

Disclaimer of Warranties: THE SERVICES ARE MADE AVAILABLE ON AN “AS IS” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. ASCENTUP SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

Limitation of Liability: ASCENTUP HAS NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION OR USER CONTRIBUTIONS PROVIDED TO YOU BY ANY CLIENT OR OTHER USER THROUGH THE SERVICES.

UNDER NO CIRCUMSTANCES WILL ASCENTUP’S LIABILITY ARISING OUT OF, OR IN CONNECTION WITH, THESE TERMS OF SERVICE EXCEED THE AMOUNT RECEIVED BY ASCENTUP FROM THE PARTICULAR USER FOR THE SERVICES, IF ANY. IN ADDITION, IN NO EVENT WILL ASCENTUP, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, OR ANY SERVICES, ADVICE, OR ITEMS OBTAINED THROUGH THE SERVICES, OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, DEATH, DISABILITY, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, WHETHER RELATED TO YOU OR ANY OTHER PARTY, AND EVEN IF FORESEEABLE. The foregoing limitations shall apply notwithstanding any failure of the essential purpose of any limited remedy.

Indemnification: You agree to defend, indemnify, and hold harmless AscentUP, its affiliates, licensors, and service providers, and its and their respective officers, directors, shareholders, members, managers, employees, contractors, agents, representatives, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Services, any use of the Services’ content, services, or products other than as expressly authorized in these Terms of Service, or your use of any information obtained from the Services.

Governing Law: These Terms of Service and the relationship between you and AscentUP will be governed by the laws of the State of Texas, without giving effect to any choice or conflict of law provision or rule whether of the State of Texas or any other jurisdiction.

Jurisdiction: Except as otherwise provided in these Terms of Service, you and AscentUP agree that any dispute or controversy arising out of, relating to, or in connection with the interpretation, validity, construction, performance, breach, or termination of these Terms of Services shall be exclusively filed and resolved in the state and federal courts of Travis County, Texas, United States of America, and each Party hereby consents to both the jurisdiction and exclusive venue of the state and federal courts located in Travis County, Texas.

Dispute Resolution: Any dispute relating in any way to your use of the Services or your relationship with AscentUP shall be submitted to confidential arbitration in the State of Texas in accordance with the then prevailing Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the extent you have in any manner violated or threatened to violate AscentUP’s intellectual property rights, AscentUP may seek injunctive or other appropriate relief in any state or federal court and you consent to jurisdiction and venue in such courts.

Waiver of Jury Trial: Each Party hereto acknowledges and agrees that any controversy THAT may arise under these Terms of Service IS likely to involve complicated and difficult issues, and therefore you and AscentUP hereby irrevocably and unconditionally waive any right to have a trial by JURY in respect of any litigation directly or indirectly arising out of or relating to these Terms of Service, or transactions contemplated hereby or therein.

No Assignment: You may not assign your rights nor delegate your duties under these Terms of Service without AscentUP’s prior written consent, and any attempted assignment or delegation in violation of the foregoing will be null and void.

Limitation on Time to File Claims: ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver: No failure by AscentUP to enforce any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of AscentUP to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Severability: If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement: These Terms of Service, including all documents incorporated herein by reference, the Privacy Policy, and any other agreements executed by and between you and AscentUP, constitute the sole and entire agreement between you and AscentUP with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties with respect to the Services.

Notices. AscentUP may give notice to you by email or other reasonable means. You shall give notice to AscentUP by certified mail (postage pre-paid and return receipt requested) to:

           Attn: Legal

           Ampersand Professionals, Inc., d/b/a AscentUP

           501 W. Broadway, Suite A105

          San Diego, CA 92101

QUESTIONS. Please contact AscentUP with any questions regarding these Terms of Service by emailing at [email protected].


Additional Terms – AscentConnect

Last Modified: November 17, 2023

These Additional terms of service (the “AscentConnect Terms”), along with the Terms of Service, govern your use of the AscentConnect mobile application (“AscentConnect”). To the extent there is a conflict between these Terms of Service and the AscentConnect Terms, the AscentConnect Terms will control unless they expressly state otherwise. Please read these AscentConnect Terms carefully before using AscentConnect. By accessing or using AscentConnect in any manner, including, but not limited to, visiting or browsing the mobile application, you agree to be bound by these Terms of Service and AscentConnect Terms, as applicable. Capitalized terms are defined herein. If you do not accept these AscentConnect Terms, then you may not use AscentConnect.

Access, Availability, Speed, and Compatibility

General access to AscentConnect is provided to you at no additional cost. AscentConnect should be accessible on any up to date iOS or Android mobile device. Wireless network coverable and Wi-Fi network speed varies by provider and geographic location. Ascent is not responsible for limitations and/or failures in performance associated with any wireless or Wi-Fi service used to access AscentConnect.

Records, Communications

Our records shall be presumed to accurately reflect your instructions to us and, in the absence of manifest error, will be binding and conclusive. By accessing the Services through AscentConnect, you agree that we may send you emails and other notifications through your mobile device or tablet regarding benefits and features that you may receive in connection with the Services or AscentConnect.

Log Out

AscentConnect will automatically log you out after 15 minutes of inactivity, unless you have modified your device settings to a shorter or longer timeframe. Anytime you log into Ascent Connect, click the ‘Sign Out’ button to exit the application and prevent anyone else from accessing your account data.

Push Notifications

You will only receive push notifications from AscentConnect if you opt-in to receive them. AscentConnect uses OneSignal to enable push notifications on your mobile device. Ascent does not share your personal information with OneSignal. For more information, visit OneSignal.

Differences from Online Services

Not all AscentUP may be available when using a mobile device. Additionally, the method of entering information via AscentConnect may also differ from the method of entering information on the website.