Ascenum Terms of Use

Effective Date of Terms of Use: November 19, 2020

Introduction

These terms of use tell all persons who access the Site (“you”) about our standard terms and conditions in connection with your use of the ascenum.com site (the “Site”), and related software tools, applications, functions, facilities and services, associated media, and online or electronic documentation and information provided to you through the use of the Site, including the business valuation service and reports (collectively, the “Service”). For the sake of clarity, the Service includes the Site. The Site provides an online platform that facilitates the exchange giving you access to our Network Service Providers (the “Ascenum Marketplace”). The Service is operated by Ascenum. “Ascenum” means Ascenum, Inc. and its affiliates, successors and assigns.

The right to access and use the Site is personal to you and your company, and any of its authorized Affiliates, and is not transferable by you to any other person or entity. You are only entitled to access and use the applicable Site for lawful purposes and pursuant to the terms and conditions of the Agreement. By accessing and using any of the Site and by using the Service, you agree to use it in strict accordance with, and to be bound by, all of the terms and conditions contained in these Terms of Use (these “Terms of Use”) and all other agreements applicable to your use of the Site.

In addition to these Terms of Use, your use of the Service is governed by our Privacy Policy. You agree to Ascenum’s collection, use and sharing of your information as set forth in the Privacy Policy, which may be amended by us from time to time. The Privacy Policy and any posted terms or guidelines are hereby incorporated by reference into these Terms of Use.

Disclaimers

You can get an estimate by using the Site of the value of your business and other small businesses that you are interested in. The estimates are made using publicly available information, rules of thumb for different industries, which will be inapt and differ from the amount that would be realized on a sale in many cases, because of information not available to us or other factors, and data that you may provide us. In any event, they are subjective opinions. We hope they are of interest to you. But you should not rely on them for any specific action. This remains true even when you have provided us with additional information. ASCENUM IS NOT A BUSINESS BROKER OR FINANCIAL ADVISOR AND SHOULD NOT BE RELIED UPON AS SUCH.

We may also make available to you access to our Learning Center and to third party Network Service Providers to assist you with your business-related needs and to assist you in preparing for its sale or other disposition or restructuring. Reliance on such third parties is at your discretion and sole risk, and we make no warranty regarding such third party services. You can access offerings of products and services (“Marketplace Offerings”) from the Network Service Providers who make them available through the Ascenum Marketplace. We do not guarantee that any of the Network Service Providers using the Ascenum Marketplace will provide you with the Marketplace Offerings or any other products or services, nor guarantee their availability. The information found on the Ascenum Marketplace is provided by such Network Service Providers. We do not warrant the accuracy of information provided by the Network Service Providers, nor do we warrant the quality of any of the Marketplace Offerings or any other products or services provided by any of them. We reserve the right to limit the number Network Service Providers and types of Marketplace Offerings available through the Ascenum Marketplace on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason.

The information is provided for your internal use only and may not be copied or redistributed for any reason. You may not use the information for any commercial purpose, including, but not limited to, as a factor in establishing an individual’s eligibility for creditor insurance to be used primarily for personal, family, or household purposes, employment purposes, or to receive any form of credit or loan.

No Warranty

THIS INFORMATION, ACCESS TO OUR MARKETPLACE AND ANY LINKS TO THIRD PARTY NETWORK SERVICE PROVIDERS IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. The information is the intellectual property of Ascenum and its business valuation service provider, BizEquity LLC (“BizEquity”) and our respective information and third party Network Service Providers. In no event, will Ascenum, BizEquity or any of our respective information and third party Network Service Providers be liable in any way with regard to such information or services. Your use of the information and such additional services must in all cases comply with all applicable laws and regulations.

USE OF THE SERVICE IS AT YOUR OWN RISK. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non- infringement. Without limiting the foregoing, Ascenum, its subsidiaries, licensors and service providers do not warrant that the content, advise and other information is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at your own risk and you will be solely responsible for any damage to your computer system or loss of data that results from such download. Ascenum does not warrant, endorse, guarantee, or assume responsibility for any product or Service advertised or offered by a third party through the Service or any hyperlinked website or service, or featured in any banner or other advertising, and Ascenum will not be a party to or in any way monitor any transaction between you and any of our Network Service Providers or other third party providers of products or services.

All of the foregoing shall be in accordance with the “Warranties” Section set forth below.

Access to the Site

Subject to your compliance with these Terms of Use, Ascenum grants you a limited, revocable, nonexclusive, nontransferable license to access the Service located on our Site for your own personal use. You may not sublicense or transfer your rights hereunder to a third party, and this license does not extend to: (a) access to the Service by posting agents; or (b) any manual or automatic collection, aggregation, copying, duplication, display or derivative use of the Service (or any information or content on the Site), nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Ascenum. A limited exception to (b) is provided to general purpose Internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Site, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent and comply with our robots.txt file. Ascenum may terminate this license at any time for any reason or no reason.

Proprietary Materials

The Service is protected by copyright pursuant to U.S. copyright laws, international treaties and other copyright laws. The Service contains copyrighted material, trademarks, databases and other proprietary information of Ascenum, BizEquity, Network Service Providers and others, including, without limitation, Ascenum’s and/or BizEquity’s data licensee’s and third party services providers (collectively, “Proprietary Material”), which may include, but shall not be limited to: text, software, photos, video, graphics, images, data, music and sound. You agree not to modify, publish copy, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material without prior written authorization from Ascenum. The Google Maps API is provided by Google, Inc. and your use of the Google Maps API is governed by the Google Maps API Terms of Service .

The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on any of the Site, including, without limitation, the names “Ascenum,” “BizEquity,” and of any Network Service Providers, and their respective logos are registered and unregistered Trademarks of Ascenum, BizEquity or their rightful owners. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Ascenum or such third party owners of the Trademarks. Any use of third party Trademarks on any of the Site is done either by permission of the Trademarks’ owners, or as part of a “News” story or feature and subject to the Fair Use provisions of international, Federal, and State intellectual property laws. No special association or relationship is intended by such use, and its use should not be construed as granting Ascenum any official status with any third party, unless otherwise noted. Your misuse of the Trademarks displayed on any of the Site, or any other Content on any of the Site, except as provided in the Terms of Use, is strictly prohibited. You are also advised Ascenum will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

The data and content contained on or downloaded from the Site (collectively, the “Content”) are copyrighted by Ascenum and/or its licensors (including Network Service Providers), which also owns a copyright of a collective work in the selection, coordination, arrangement and enhancement of the Content.

Without the prior written consent of Ascenum, you may only print, download or otherwise use the Content in the form of: (i) one machine-readable copy and (ii) one print copy, for your personal, non-commercial use; provided, however, that you shall not delete any proprietary notices or materials with regard to the foregoing manifestations of Content.

Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication or use other than personal, non-commercial use of the Content is permitted without the express prior written permission of Ascenum or its licensors, or the Network Service Providers.

You agree that printing, downloading or otherwise using the Content in accordance with the Terms of Use does not entitle you to any ownership or intellectual property rights in the Content.

You shall be solely responsible for any damage resulting from your infringement of Ascenum or any Network Service Provider intellectual property, or any other harm incurred by Ascenum or any Network Service Provider as a direct or indirect result of your copying, distributing, redistributing, transmitting, publication or use for purposes other than personal, non-commercial use of the Trademarks or the Content that is contrary to the terms and conditions of the Terms of Use.

Conditions of Access to a User Account

Some aspects of the Service may require registration and login and payment of a fee for access to additional resources or to Learning Center and the Ascenum Marketplace. You are responsible for protecting the confidentiality of your identification and/or password and is responsible for all use of your accounts whether expressly authorized by you or not.

Prohibited Uses

You agree that you will not (and will not permit others) to:

1. use “robots” “spiders”, “web crawlers” or other automated or robotic devises to scrape, collect or otherwise harvest information of any kind;
2. intentionally or unintentionally violate any applicable local, state, national or international law or requirement of a regulatory authority;
3. perform any action that could result in excessive usage that adversely impacts the performance of the Service for other users;
4. use the Service in any way that violates these Terms of Use.

No Liability for Reliance

Ascenum does not represent or endorse the accuracy or reliability of any advice, opinion, statement or any other information displayed or distributed through the Service, or that may be provided to, or accessed by, you when engaging with any Network Service Provider. You acknowledge that any reliance upon any such opinion, advice, statement, or other information shall be at your sole risk.

Payment Terms

Payment for all and any goods or services on the Site exclude any applicable taxes, unless expressly stated otherwise. To the extent permissible under applicable laws, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase any goods or services, including the monthly membership fee, you agree to pay each month, using a valid credit card (or other form of payment that we may accept from time to time), the applicable fees and taxes (if any) set forth in the offer that you accepted. The Service will be provided as described pursuant to your selection using the Site and the payment gateway. We reserve the right, upon prior notice to you, to change the amount of any fees and to institute new fees. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms designated by our third party payment processor. It is your responsibility to ensure that sufficient funds are available to cover the charge(s). Ascenum has no liability for overdraft or other fees that you may incur as a result of the processing of your payment by our third party payment processor.

To purchase any goods or services from Ascenum, you will be taken away from the Site and directed to our payment gateway owned and operated by an independent third party provider, Stripe, Inc. or one of its affiliates, via a secure connection from your computer or other device you are using to access the Site and the payment gateway, through which you will provide your credit card or other payment information, so that it may be passed to our third party payment processor for payment. Your payments are subject to the terms and conditions and privacy policies of such third parties. Ascenum will have no access to your credit card or account numbers and information when you make a payment online and Ascenum and its affiliates, parent, officers, directors and employees, disclaim all liability in connection with any third party’s use or misuse of same. ASCENUM IS NOT RESPONSIBLE FOR MAKING ANY PAYMENT APPLICATION AVAILABLE TO YOU TO PURCHASE ANY MARKETPLACE OFFERINGS. PAYMENT FOR ANY MARKETPLACE OFFERINGS YOU REQUEST MUST BE ARRANGED DIRECTLY WITH THE NETWORK SERVICE PROVIDER. YOU WILL ALSO BE SUBJECT TO THE TERMS AND CONDITIONS OF THE NETWORK SERVICE PROVIDER.

All fees are non-refundable.

Termination

Ascenum reserves the right to immediately terminate your access to the Service at any time for any reason with or without notice. Without limiting the foregoing, Ascenum may block or terminate your access to, and use of, the Service if Ascenum, in its sole discretion, believes you are violating these Terms of Use. Such termination to access and use of the Service shall not affect any existing contractual relationship you may have with any of our Network Service Providers, but will prevent your access to the Ascenum Marketplace and to any information on searches you conducted and any matches to our Network Service Providers that you saved using the Service.

Indemnification

YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR PASSWORD AND ACCOUNT.

YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES WHICH OCCUR UNDER YOUR ACCOUNT.

YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND ASCENUM, BIZEQUITY, THE NETWORK SERVICE PROVIDERS AND ANY OTHER PROVIDERS OF PRODUCTS OR SERVICES MADE AVAILABLE THROUGH THE USE OF THE SERVICE AND THEIR RESPECTIVE AFFILIATED COMPANIES, AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND ALL OF THEIR RESPECTIVE CURRENT AND FORMER OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AND EMPLOYEES (THE “INDEMNIFIED PARTIES”) FROM ANY AND ALL ACTIONS, CAUSE OF ACTIONS, SUITS, PROCEEDINGS, CLAIMS, AND/OR DEMANDS OF ANY THIRD PARTY (AND ALL RESULTING JUDGMENTS, BONA FIDE SETTLEMENTS, PENALTIES, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS)), WHICH ARISE OUT OF: (A) YOUR ACTUAL OR ALLEGED BREACH OF THESE TERMS OF USE, (B) ANY NEGLIGENT ACT OR OMISSION BY YOU, OR (C) ANY THIRD PARTY CLAIM, ACTION, OR DEMAND RELATED TO YOUR USE OF THE SERVICE (EACH A “CLAIM” AND COLLECTIVELY “CLAIMS”).

Ascenum may, at its expense, employ separate counsel to monitor and participate in the defense of any Claim. Ascenum will provide you with reasonably prompt notice of any Claim it receives.

Warranties

We provide the Service “As Is” and “As Available” and Disclaim All Warranties and Liability

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ASCENUM HEREBY DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT AND FROM VIRUSES AND OTHER HARMFUL DEVICES. ASCENUM DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. ASCENUM EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR AN INTENDED PURPOSE, PROPER WORKMANSHIP, NON-NEGLIGENCE, NON-INFRINGEMENT, AND ANY LIABILITY IN CONNECTION WITH YOUR PROVISION OF YOUR CREDIT CARD OR ACCOUNT INFORMATION. YOU USE THE SITE AT YOUR OWN RISK. UNDER NO CIRCUMSTANCES SHALL WE, BIZEQUITY, OUR NETWORK SERVICE PROVIDERS AND OUR RESPECTIVE AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLIED OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY OF THE SERVICE’S CONTENT OR REPORTS, ACTS OR OMISSIONS, NEGLIGENCE, LOSS OF DATA, LOST BUSINESS OR LOST PROFIT ARISING OUT OF YOUR OR ANY THIRD PARTY’S USE OR THE INABILITY TO USE THE SERVICE, AND/OR THE SERVICE’S CONTENT. IF YOUR USE OF THE SERVICE RESULTS IN ANY INTERRUPTION, IMPAIRMENT OR LOSS OF, OR YOUR NEED TO SERVICE, REPAIR OR CORRECT, ANY SOFTWARE, EQUIPMENT, SYSTEMS OR DATA, YOU AGREE TO ASSUME, AND HOLD US HARMLESS FROM, ANY COSTS AND LOSSES IN CONNECTION THEREWITH.IT IS YOUR SOLE RESPONSIBILITY TO INDEPENDENTLY EVALUATE THE ACCURACY, CORRECTNESS OR COMPLETENESS OF ANY OPINIONS, ADVICE, STATEMENTS, SERVICES, PERKS, OFFERS OR OTHER INFORMATION OR CONTENT USED BY YOU.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ASCENUM, BIZEQUITY, A NETWORK SERVICE PROVIDER OR OUR RESPECTIVE AGENTS OR EMPLOYEES OR THIRD PARTIES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Limitations on Liability

ASCENUM, ITS VALUATION SERVICE PROVIDER, ITS NETWORK SERVICE PROVIDERS, OUR RESPECTIVE DATA LICENSORS, ANY OTHER THIRD PARTY PROVIDERS OF SERVICES MADE AVAILABLE THROUGH THE USE OF THE SERVICE AND OTHER RESPECTIVE THIRD PARTIES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OF OR THE INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING INFORMATION CONTAINED ON OR THROUGH THE SITE. THIS DISCLAIMER OF LIABILITY INCLUDES, BUT IS NOT LIMITED TO, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATIONS LINES FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF OR USE OF RECORDS, DATA, PROGRAMS OR FILES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE OR UNDER ANY OTHER CAUSE OF ACTION

IN NO EVENT SHALL ASCENUM, ITS VALUATION SERVICE PROVIDER, ITS NETWORK SERVICE PROVIDERS, OUR DATA LICENSORS ANY OTHER THIRD PARTY PROVIDERS OF SERVICES MADE AVAILABLE THROUGH THE USE OF THE SERVICE OR OTHER RESPECTIVE THIRD PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN TORT, CONTRACT, OR OTHERWISE, INCLUDING LOST PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM OR IN ANY WAY RELATED TO OR ARISING OUT OF: (i) THE USE, INABILITY TO USE OR PERFORMANCE OF THE SERVICE, (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ASCENUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

Indemnification

You shall defend, indemnify and hold harmless Ascenum, its subsidiaries and affiliates, and the Network Service Providers, and each of their respective officers, directors, shareholders, employees, independent contractors, agents, representatives and affiliates from and against all claims and expenses, including attorneys’ fees, arising out of, or attributable to: (i) any breach or violation of the Terms of Use by you; and (ii) any access or use of any of the Site in violation of the Terms of Use.

Postings and Submissions

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). You may also upload files, information or other content, inputting data or engaging in any other form of communication (individually or collectively “User Content”) to or with the Service and the use of the Site, and especially in the use of the Ascenum Marketplace. You hereby grant to Ascenum a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty free license to use, copy, license, sublicense, adapt, distribute, display, publicly perform, broadcast, reproduce, transmit, modify, edit and otherwise exploit such Contributions and User Content, in all media now known or hereafter developed in order to be able to provide the Service, and may share such information to the extent that you select the level of Service that permits us to so share the Contributions and User Content with the third party service provider we make available for your use, including, but not limited to, our Network Service Providers. Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. You hereby waive all rights to any claim against Ascenum for any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights and rights of attribution in connection with the Contributions and the User Content. We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions and User Content at any time and for any reason, without notice. We have no obligation to monitor your Contributions and User Content.

When you create or make available any Contributions and User Content, you thereby represent and warrant that: (1) you are the owner of the Contributions and the User Content or you have all rights necessary to upload, post, transmit and otherwise share and/or use any such Contributions or User Content for your intended purpose; (2) he creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions and User Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party; (3) your Contributions and User Content are accurate and are not false, inaccurate, or misleading; (4) your Contributions and User Content are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation; (5) your Contributions and User Content are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us); (6) your Contributions and User Content do not ridicule, mock, disparage, intimidate, or abuse anyone; (6) your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another; (7) your Contributions and User Content do not violate any applicable law, regulation, or rule; (8) Your Contributions do not violate the privacy or publicity rights of any third party; (9) your Contributions and User Content do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner; (10) your Contributions and User Content do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors; (11) your Contributions and User Content do not include any offensive comments that are connected to race, national origin, religion, gender, sexual orientation or disability; and, (12) your Contributions and User Content do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site, The Ascenum Marketplace or the Marketplace Offerings in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site, the Ascenum Marketplace and the Marketplace Offerings.

We will maintain certain Contributions, User Content or other data and information that you transmit to the Site for the purpose of managing the performance of the Service and the Marketplace Offerings, as well as data and information relating to your use of the Site in general and the Ascenum Marketplace and any Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site, including, but not limited to, any Contributions or User Content. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Monitoring

Ascenum has no obligation to monitor this Service or any portion thereof, or the Marketplace Offerings made available to you by any Network Service Provider via the Ascenum Marketplace. However, Ascenum reserves the right to monitor and review any Contributions or User Content and your activity on the Service and remove, delete, redact or otherwise modify any Contributions or User Content or block or terminate User access to the Service, in its sole discretion, at any time and from time to time, without notice or further obligation to you. Ascenum has no obligation to display or post any Contributions or User Content. Ascenum shall have no liability in connection with any Contributions or User Content submitted to, transmitted via, or displayed or posted on or through the Service or any information saved by you in connection with your use of the Service, or based upon your reliance of any contributions made available by any other user of the Service.

Digital Millennium Copyright Act Notices

If you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our DMCA Agent with the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the copyright owner;
2. a description of the copyrighted work that you claim has been infringed;
3. the location of the allegedly infringing material on the Web Site;
4. your address, telephone number, and email address;
5. a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Ascenum’s DMCA Agent for notice of claims of copyright infringement pursuant to this Section, can be reached as follows:

Attn: DMCA Agent

Ascenum Business Network, Inc.

24 Dockside Lane

# 501

Key Largo, Florida 33037

operations@ascenumnetwork.com

Access to Network Service Providers

The Service may permit you to access Network Service Providers that may fit the profile and needs you have communicated to us and by using your Contributions or User Content to match you to interested Network Service Providers who participate in the Ascenum Marketplace. Ascenum does not control such Network Service Providers and is not responsible for the Marketplace Offerings or other products, services or information offered or provided to you by the Network Service Providers. Ascenum’s inclusion of Network Service Providers in the Ascenum Marketplace is not an endorsement of the Network Service Providers or the quality of their products, services or information provided or made available. We will make available to you additional information about each Network Service Provider using information provided to us. We cannot and do not guarantee any outcomes from engaging such Network Service Providers, nor from the products, services or information they may provide you.

Links to Third Party Sites

The Service may contain hyperlinks to web sites operated by parties other than Ascenum, including our Network Service Providers that constitute part of the Service. Such hyperlinks are provided for reference only. Ascenum does not control such web sites and is not responsible for their contents or any products, services or information offered on such web sites. Ascenum’s inclusion of hyperlinks to such web sites does not imply any endorsement of the material on such web sites or any association with their operators.

Privacy

The Ascenum Privacy Statement is accessible by clicking on Privacy. By using the Service and by accepting these Terms of Use, you expressly consent to use of your information, including any of your information contained in the Contributions and the User Content, as enumerated in Ascenum’s then-current Privacy Statement as such statement may be amended from time to time.

Right to Modify Terms

Ascenum has a right to modify the Terms of Use in any manner and at any time, with or without cause, in Ascenum’s absolute discretion and without notice or liability. You are encouraged to revisit the Terms of Use from time to time in order to review any changes that have been made. Any modification is effective immediately upon posting the modification on the Site. Your continued use of the Service following any modification of these Terms of Use shall be conclusively deemed an acceptance of any modification. Your only right and remedy with respect to any dissatisfaction with any modification made pursuant to this provision, or any policies or practices of Ascenum in providing the Service, is to cease use of the Service.

Right to Modify Service

Ascenum may at any time, without notice or liability, change or eliminate any content or feature of the Service, or restrict the use of any portion of the Service. Your only right and remedy with respect to any dissatisfaction with any service-related change or elimination is to cease use of the Service.

Governing Law and Jurisdiction

These Terms of Use shall be governed by the laws of the State of Florida as if you signed these Terms of Use in Florida. The provisions of these Terms of Use that conflict with or are inconsistent with applicable governing law will be superseded and/or modified by such applicable law only to the extent such provisions are inconsistent. The parties agree to submit to the federal or state courts in and for Miami-Dade County, Florida for exclusive jurisdiction of any dispute arising out of or related to the Site, the Service or these Terms of Use.

Electronic Communication and Electronic Signatures

You agree to be bound by any affirmation, assent, or agreement you transmit through the Service, including but not limited to any consent you give to receive communications from Ascenum solely through electronic transmission. You agree that when in the future you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer or mobile device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature. If you have any questions about these Terms of Use, please contact us by email at: office@ascenumnetwork.com

Waiver

The failure by Ascenum to require performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Ascenum of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Severability

In the event that any provision of these Terms of Use shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render these Terms of Use unenforceable or invalid as a whole. Ascenum will amend or replace such provision with one that is valid and enforceable, and which achieves, to the extent possible, the original objectives and intent as reflected in the original provision.

Assignment

You may not assign these Terms of Use.

Entire Agreement

These Terms of Use and any documents referenced herein constitute the complete and exclusive agreement between you and Ascenum with respect to use of the Service, and supersede and govern all prior proposals, agreements, or other communications relating thereto.