fbpx

NSP Terms of Use

Ascenum Marketplace NSP Terms of Use

Effective Date of Terms of Use: November 19, 2020

These Marketplace Network Services Provider (NSP) Terms of Use govern your use of the Ascenum Marketplace, and is effective on the date you click “Sign Up” (the “Effective Date”) by and between Ascenum Inc. (“Ascenum”), and you (“NSP” or “you”). Ascenum and NSP are each individually referred to herein as a “Party” and both entities are collectively referred to herein as the “Parties.” By clicking “Sign Up” or otherwise accessing or using the Ascenum Marketplace (as defined below), you agree to be bound by this Agreement. If you do not agree to this Agreement, do not access or use the Ascenum Marketplace. This is a legally enforceable contract.

ARTICLE 1 MARKETPLACE

1.1 Service. NSP hereby authorizes Ascenum to promote and make available to Ascenum Members, (otherwise known as private business owners) access to NSPs’ designated service profile(s) (the “Profiles”) in the Marketplace (as defined below) (collectively, the “Marketplace”). This Agreement entitles Ascenum Members (as defined below) to access NSPs via the Marketplace, and to enter into discussions for the sale and purchase of NSP services (“Deliverables”). For the purposes of this Agreement, “Deliverable” means any product or service produced or delivered by, or ordered from, NSP by Members. The Deliverables shall be available to Members. as part of a separately negotiated services arrangement between a Member and an NSP.

1.2 OBLIGATIONS OF ASCENUM.

1.2.1 Upon full deployment of the Marketplace (as defined below), Ascenum will:

  • 1.2.1.1 make available a page for the NSP Profile to be completed by NSP and subject to Ascenum’s approval;
  • 1.2.1.2 provide first line support to NSP regarding its use of the Marketplace and any updates to the Profile;
  • 1.2.1.3 provide access to the NSP Profile to Members who have the appropriate level of membership giving them access to the Marketplace (without requiring such to register or connect directly with NSP) pursuant to the License (as defined below), provided that Ascenum may reject or remove access to the Marketplace (or content associated therewith), the NSP Profile, or the NSP Portal (as defined below) in Ascenum’s absolute discretion.

1.2.2 Subject to the terms and conditions of this Agreement, Ascenum hereby grants NSP a limited, non-exclusive, non-transferable, non-sublicensable license to use the application programming interface provided hereunder by Ascenum (the “API”) solely for the purpose and to the extent reasonably necessary to properly integrate Ascenum’s proprietary platform (the “Ascenum Platform”) with the Marketplace to enable the proper and secure access to the NSP Profile.

1.3 OBLIGATIONS OF NSP.

1.3.1 NSP hereby grants Ascenum a revocable, non-exclusive license and right to (a) use and display the Profile(s) and to use, display, modify and display the NSP Materials for Ascenum’s internal business purposes; and (b) provide access to the Profile(s) (and any content associated therewith, including any NSP Materials) to Members via the Marketplace for use by such Members for their internal business purposes (collectively, the “License”).

1.3.2 NSP, at its discretion, will respond to network matches with Members and any arrangement for services with Members shall be governed by separate agreements between NSP and Members, including any delivery times or other service level obligations therein.

1.3.3 NSP will provide Ascenum with ad-hoc and/or scheduled reports on billings, order volume, and other business activities as needed or reasonably requested related to NSP’s and any Network Member’s use of the Marketplace, including accurate details of services and Deliverables provided and pricing.

1.3.4 NSP acknowledges that this Agreement does not extend to and cover Members, and that Members must submit orders for NSP’s Deliverables using an agreement and such other terms as may be agreed between NSP and each retaining NSP.

1.3.6 NSP acknowledges that the Marketplace will be the exclusive means for Members to access and link with NSP. NSP will not subsequently market directly to Ascenum’s current Members in relation to any products or services that are competitive with or substantially similar to or substitutable for any Ascenum listed services without advising Ascenum of such intentions or actions, or otherwise encourage any such person to use any platform, application, website, portal, service or method (other than the Ascenum Platform or the Marketplace) to order any service that would be a Deliverable if ordered via the Ascenum Platform or the Marketplace.

Meanwhile, Ascenum acknowledges that the ongoing and normal independent Marketing efforts by an NSP may occasionally result in less targeted overlap with the Ascenum Membership community and that such occasional overlap is normal in a large-scale Marketplace.

1.3.7 Ascenum will provide access to Members via the Marketplace of the NSP Profile(s), 24x7x365, subject to customary maintenance windows and unanticipated support activities that may make the Profile(s) unavailable for short periods of time.

1.3.8 NSP will provide to Ascenum accurate, complete and current information regarding the Deliverables (including accurate pricing details if any pricing is provided) in the NSP Profile(s), which is not misleading, and NSP will promptly update such information as any changes occur.

1.3.9 NSP hereby agrees to, and shall at all times comply with and ensure that each of its employees, agents, subcontractors, consultants and other representatives complies with, the API Terms provided or made available by Ascenum, and such terms are incorporated herein by reference.

1.3.10 NSP will not display, distribute, copy or use any Ascenum logo, trademark or other proprietary indicia (collectively, “Ascenum Marks”), or any trademarks confusingly similar to any Ascenum Marks, without Ascenum’s prior written consent. Any permitted use of Ascenum Marks shall be in accordance with any guidelines or restrictions provided or made available by Ascenum. NSP acknowledges Ascenum’s ownership of Ascenum Marks and the goodwill pertaining thereto, and NSP agrees that all goodwill associated with use of any of the Ascenum Marks by NSP will endure entirely for the benefit of Ascenum. NSP will not register any Ascenum Marks, or any trademarks confusingly similar to any Ascenum Marks, in any jurisdiction.

1.3.11 NSP may, at its sole option and at no cost, provide to Ascenum articles, marketing materials, blog content and other materials and content developed by NSP, and responses to surveys or questionnaires requested by, or in interviews with, Ascenum (“NSP Materials”). that Ascenum may, at its option and from time to time, make such NSP Materials available to Members by Ascenum through its website, community platform, learning center, special events, webinars and other means to promote the NSP Services or Deliverables offered within an NSP service category, including without attribution and/or anonymous reference. Ascenum may also create content relevant to an NSP service category and post such content through the website, including content developed from interviews, questionnaires and surveys used by Ascenum with NSP (“Ascenum Content”).

ARTICLE 2 COMPENSATION

2.1 Pricing. If disclosed in a Profile, NSP shall maintain the pricing and other key terms as set forth in the Profile for Deliverables. Such pricing is valid throughout the term of this Agreement, except that NSP may update Deliverable pricing and other terms from time to time in its sole discretion by updating its Profile. NSP shall not directly or indirectly (via any means whatsoever) offer or provide any pricing or other material terms, regarding any Deliverable, which are more favorable than the applicable pricing and other terms offered to Members via the Marketplace as set forth in the Profile or in any subsequent agreement. Ascenum shall not have any obligations to pay or reimburse NSP, except as expressly set forth in this Agreement. NSP shall be solely responsible and liable for any sales, use or other taxes related to any orders submitted to NSP using or facilitated by the Marketplace.

2.2 No Payments by Ascenum. Ascenum will not be responsible for any amounts due from any Members to NSP. It is NSP’s sole responsibility to collect any amounts due for Deliverables ordered by each Member via the Marketplace.

2.3 Marketplace Access Fee. NSP will pay Ascenum an annual, non-refundable, fixed fee, prorated for the number of days remaining in the calendar year in which the NSP joins the Marketplace, which amount Ascenum may change in its discretion with notice to NSP, for representation, access to and use of the Marketplace (the “Access Fee”). The Access Fee after the first year, or prorated year, shall thereafter be automatically renewed and immediately due and payable on the first day of each successive calendar year, unless otherwise negotiated or cancelled in agreement with Ascenum.

ARTICLE 3 TERM AND TERMINATION

3.1 Term. The initial term of this Agreement is for the period of time that begins on the Effective Date through December 31 of that calendar year. This Agreement shall automatically renew on January 1 of the following calendar year for successive one (1) year terms unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the end of current term.

3.2 Termination for Breach. If either Party breaches this Agreement and does not cure such breach within ten (10) business days (or such other mutually agreed period of time) after receipt of written notice specifying the breach, the non-breaching Party may terminate this Agreement upon written notice.

3.3 Termination for Insolvency. This Agreement shall terminate immediately, without notice, (a) upon the institution by or against either Party of insolvency, receivership or bankruptcy proceedings (which, if involuntary, are not dismissed within 30 days); (b) upon either Party's making an assignment for the benefit of creditors; or (c) upon either Party's liquidation, dissolution or ceasing to do business.

3.4 Termination for Convenience. Ascenum may terminate or suspend this Agreement, in part or in whole (or any rights or obligations hereunder), at any time and for any or no reason. Ascenum will use commercially reasonable efforts to promptly notify NSP of any such termination.

3.5 Effect of Termination. Upon any termination of this Agreement, (a) each Party shall promptly return the other Party’s confidential information and materials that are in such Party’s possession; and, (b) each Party shall reasonably cooperate and assist the other Party with efforts to transition away from the Integration, including with respect to Members. Articles 2 and 4 through 7 and Section 3.5 and any rights or obligations of either Party that have accrued prior to termination as set forth herein, and the provisions of this Agreement useful for interpretation thereof, shall survive any termination of this Agreement.

ARTICLE 4 WARRANTIES; DISCLAIMER; LIMITATIONS OF LIABILITY

4.1 Warranties. NSP represents, warrants, and covenants to Ascenum and Members that the Deliverables shall be provided and delivered in a professional and workmanlike manner, in accordance with this Agreement, any agreement between NSP and the Members, any published specifications, and all applicable industry standards, service levels, laws, and regulations. Each Party represents, warrants, and covenants to the other Party that (a) it has the requisite power and authority to execute, deliver, and perform its obligations hereunder; (b) it does not need the consent or approval of any third party to enter into this Agreement nor will this Agreement result in a default or violation under any agreement to which it is a party; and (c) it is not a party to any agreement with a third party, the performance of which is reasonably likely to conflict with its ability to fully perform its respective obligations hereunder.

4.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ASCENUM DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED, EXPRESSED, STATUTORY OR OTHERWISE, REGARDING OR RELATING TO THE ASCENUM NETWORK PLATFORM, THE MARKETPLACE, THE API, NSP DELIVERABLES, ANY RELATED DOCUMENTATION OR ANY INFORMATION OR DATA ORDERED, PROCESSED, PROVIDED OR MADE AVAILABLE IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE OR THAT ANY PRODUCT, SERVICE, SOFTWARE OR PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.

4.3 Limitations of Liability. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS OR ANY BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY LOSS OF PROFIT, REVENUE OR GOODWILL, ANY BUSINESS INTERRUPTION OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE IN THE AGGREGATE IN EXCESS OF THE GREATER OF (X) $10,000 OR (Y) THE TOTAL AMOUNTS PAID BY THE NSP TO ASCENUM UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS FIRST GIVING RISE TO THE CLAIM.

ARTICLE 5 INDEMNIFICATION

5.1 Indemnification by NSP. NSP shall defend, indemnify, and hold Ascenum, its officers, directors, employees, agents and contractors harmless from and against any and all third party claims (including claims by Members) and proceedings, and all associated liability, loss and expense (including reasonable attorneys' fees), to the extent arising out of (a) the Deliverables; (b) any actual or alleged infringement or violation of any third party intellectual property or other rights by the Deliverables, the Profile or the Marketplace (or by any other software or other materials provided or made available to Ascenum by or on behalf of NSP); or (c) a breach by NSP of any material provision of this Agreement.

5.2 Indemnification by Ascenum. Ascenum shall defend, indemnify, and hold NSP, its officers, directors, employees, agents and contractors harmless from and against any and all third party claims and proceedings, and all associated liability, loss and expense (including reasonable attorneys' fees), to the extent arising out of any actual or alleged infringement or violation of any third party intellectual property rights by the Ascenum Platform or the API, except to the extent arising from any modification thereto (unless Ascenum made or expressly authorized such modification), any unauthorized use thereof or any combination thereof with any other product, service, software or other item or materials.

5.3 Indemnification Procedure. In connection with any claim subject to the indemnification obligations of this Article, each Party shall reasonably cooperate and the indemnifying Party shall not settle such claim without the indemnified Party’s prior written consent if such settlement would impose any liabilities or obligations on any indemnified individual or entity.

ARTICLE 6 INTELLECTUAL PROPERTY

6.1 Ownership by NSP. As between NSP and Ascenum, NSP shall own all right, title and interest in and to the Deliverables (except to the extent other arrangements are made with a Members for transfer or licensing of such Deliverables on an exclusive basis), including any modifications or derivatives thereof and any intellectual property rights in or appurtenant to any of the foregoing.

6.2 Ownership by Ascenum. As between Ascenum and NSP, Ascenum shall own all right, title and interest in and to the Ascenum Platform, the Marketplace, the Ascenum Content and the API, including any modifications or derivatives thereof and any intellectual property rights in or appurtenant to any of the foregoing.

6.3 Ascenum Client Data. NSP agrees that Members grant Ascenum certain rights to access and use any information or data (a) obtained, accessed, hosted or otherwise collected by Ascenum from Members; and/or (b) associated with or processed via or in connection with the Marketplace (collectively, “Ascenum Client Data”). This Agreement does not in any way limit Ascenum’s rights in, to or to use, distribute or otherwise exploit (and NSP shall not in any way limit or restrict Ascenum’s access to or use or distribution of) any Ascenum Client Data. Notwithstanding anything to the contrary in this Agreement, Ascenum shall not have any confidentiality obligations under this Agreement with respect to Ascenum Client Data.

6.4 Freedom of Operation. Either Party may, at any time during or after the term of this Agreement, conduct any business or develop, sell or otherwise commercialize any products or services, even if such business, products or services are competitive with any business, products or services of the other Party, provided that such action does not violate the terms set forth in this Agreement.

6.5 Reservation of Rights. Each Party reserves all rights not expressly granted to the other Party under this Agreement.

ARTICLE 7 MISCELLANEOUS

7.1 Choice of Law. This Agreement shall be subject to, governed by, and construed in accordance with the laws of the State of Florida without regard to its rules governing conflicts of law. NSP consents and submits to the exclusive jurisdiction and venue over any action, suit, or other legal proceedings that may arise out of or in connection with this Agreement in the courts located in Miami-Dade County, Florida, provided that either Party may seek preliminary injunctive relief in any court of competent jurisdiction for any breach or threatened breach of this Agreement relating to intellectual property rights or confidentiality obligations.

7.2 Confidentiality. Neither Party shall disclose, transfer or otherwise make available to any third party (other than to such Party's legal advisors and accountants who shall be bound by obligations no less restrictive than the terms of this Section) the terms of this Agreement (including, without limitation, Access Fees), or any other information disclosed or made available hereunder that is marked confidential by the disclosing Party or would otherwise be reasonably considered confidential (collectively “Confidential Information”). Each Party shall give access to Confidential Information solely to those employees and agents and affiliates with a need to have access thereto. Each Party shall take the same security precautions to protect against disclosure or unauthorized use of the Confidential Information that it takes with its own confidential information of a similar kind, which in no event shall be less than a reasonable standard of care. Neither Party shall be in breach of this provision if Confidential Information is: (a) disclosed with the other Party's prior written approval; (b) known to the general public through no breach of this Agreement (or any other agreement) by the receiving Party; (c) developed independently by the receiving Party without use of or reference to the Confidential Information; (d) received from a third party, which has the right to make such disclosure, without confidentiality restrictions; or (e) disclosed pursuant to any judicial or governmental request, requirement or order, provided that reasonable steps are taken to give the other Party sufficient prior notice in order to contest such request, requirement or order. Notwithstanding anything to the contrary in this Agreement, Ascenum may disclose to Members any information regarding this Agreement or any reseller, vendor marketplace or distribution activities related to Ascenum, which disclosure Ascenum reasonably deems necessary or appropriate. NSP shall disclose to Members, as reasonably directed by Ascenum, information regarding this Agreement or any reseller, vendor marketplace or distribution activities related to Ascenum.

7.3 Notices. All notices to either Party shall be in writing and delivered by hand or by certified mail or overnight delivery service to the address set forth by NSP or Ascenum or to such other address as either Party shall give by notice to the other Party. Notices shall be effective when delivered in accordance with the foregoing.

7.4 Independent Contractors. The relationship of Ascenum and NSP established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (a) establish an employer employee relationship between Ascenum and NSP; (b) give either Party the power to direct and control the day-to-day activities of the other; or (c) constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. The Parties acknowledge and agree that neither Party is under any obligation to direct any individual or entity regarding, or otherwise facilitate, the purchase of or subscription to the other Party’s (or any of its affiliates’ or related persons’) products or services, and that any such activity shall be based on such Party’s independent discretion and judgment and not based on the expected receipt of any compensation or any additional or subsequent compensation or business. During the term of this Agreement, Ascenum may use NSP’s name, trademarks and other proprietary indicia as reasonably necessary or appropriate, subject to standard trademark usage guidelines provided by NSP to Ascenum, in connection with this Agreement (including in relation to the Deliverables, the Ascenum Platform and Marketplace).

7.5 Force Majeure. Each Party shall not be in breach of this Agreement to the extent resulting from any cause beyond its reasonable control and not resulting from its negligence.

7.6 No Waiver. No term or provision hereof will be considered to have been waived by either Party, and no breach consented to by either Party, unless such waiver or consent is in writing and is signed by the Party against whom the waiver or consent is asserted. No consent to or waiver of a breach by either Party will constitute a consent to, waiver of, or excuse for any other, different, or subsequent breach by such Party.

7.7 Entire Agreement. This Agreement, including the API Terms which are incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the Parties with respect to the subject matter hereof and thereof, whether written or oral. Nothing in this Agreement is intended to confer benefits, rights or remedies unto any person other than the Parties and their permitted successors and assigns, and no third party shall have the right to enforce the provisions of this Agreement.

7.8 Amendment. From time to time, in Ascenum’s sole discretion, Ascenum may amend the terms and conditions of this Agreement. Such changes will become effective once made by Ascenum but will not apply retroactively. If a change is material, in Ascenum’s reasonable discretion, Ascenum will notify NSP. By continuing to use or access the Marketplace, NSP agrees to be bound by the amended terms of this Agreement. No other change of any of the provisions hereof shall be effective unless and until set forth in a writing duly signed by an officer of Ascenum and by NSP.

7.9 Assignment. Neither Party may assign or subcontract this Agreement, or any rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party, and any purported assignment or transfer in violation of the foregoing is void. Notwithstanding the foregoing, Ascenum may assign its rights hereunder (a) to any of its affiliates; (b) in connection with a sale of all or substantially all of its assets or stock; or (c) in connection with a merger or other corporate reorganization. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective Parties.

7.10 Severability. If any term of provision of this Agreement, or the application thereof shall be found invalid, void or unenforceable by any government or governmental organization having jurisdiction over the subject matter, the remaining provisions, and any application thereof, shall nevertheless continue in full force and effect.

7.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.

API TERMS

1. GENERAL. These terms and conditions (these “API Terms”) govern your access to and use of any application programming interface, hyperlinking or email integration system and any related documentation (collectively, the “API”) that Ascenum Business Network, Inc. (together with our affiliates, “Ascenum”, “us”, “we” or “our”) may provide or make available to you in order to allow you to integrate your service, platform or application with our proprietary platform (the “Ascenum Platform”) in the support of our clients (each, a “Network Member”). By accepting these API Terms, either (i) by clicking a box indicating your acceptance; (ii) by your signature below; or (iii) by accessing or using the API, you agree to the terms and conditions contained herein and acknowledge that these API Terms supersede any prior or contemporaneous terms and conditions, including any terms or conditions you may provide, and any such additional or different terms or conditions shall have no force or effect. You hereby consent to receiving any notices and communications from us electronically in connection with these API Terms.

2. API LICENSE; RESPONSIBILITIES; RESTRICTIONS

2.1. API License. Subject to the terms of these API Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license while these API Terms are in effect to access and use the API solely for the purpose and to the extent reasonably necessary to integrate your Profile with the Ascenum Platform to enable the proper and secure access to Profiles and submission of inquiries by Members via such integration.

2.2. Responsibilities. You shall, and shall cause any other individual or entity (“Person”) acting on your behalf to, (i) comply with any applicable laws, regulations, industry standards and third party rights in connection with your access to and use of the API; (ii) use commercially reasonable and diligent efforts and measures to protect information collected by you, including personally identifiable information, from unauthorized access or use (including through the maintenance of a commercially reasonable, accurate and not misleading privacy policy describing such principles) and will promptly report to Persons accessing your Profile, in accordance with applicable law and in consultation and coordination with us, details of any unauthorized access or use of such information; (iii) comply with our Privacy Policy; (iv) display any attribution(s) required by us and use our trade names, trademarks, service marks, logos and other proprietary indicia (collectively, “Ascenum Marks”), solely to the extent expressly authorized by us in writing, in accordance with these API Terms (and all applicable Ascenum guidelines) and only for the purpose of fulfilling your obligations under this subsection; and (v) not make any statement regarding your use of the API which suggests partnership with, sponsorship by, or endorsement by us without our prior written consent.

2.3. Restrictions. You shall not, and shall not permit any other Person to, access or use the API except as expressly authorized in these API Terms. For purposes of clarity and without limiting the generality of the foregoing, you shall not, nor permit any other Person to: (i) copy, download, modify or distribute the API in any time-sharing, service bureau, software as a service, cloud or other technology or service; (ii) sublicense or otherwise assign, transfer or make available the API for use by any Person (other than the Network Member); (iii) reverse engineer, disassemble, modify, decompile, decode, adapt or otherwise attempt (x) to derive or gain access to the source code of the API or any related software, (y) to re-identify methodologies or processes used therein or (z) to extract any ideas, algorithms or procedures therefrom, in each case in whole or in part; (iv) bypass or breach any security device or protection used by the API or access or use the API or Ascenum Platform other than as expressly authorized in these API Terms; (v) input, upload, transmit or otherwise provide to or through the API or Ascenum Platform any information or materials that are unlawful or injurious or any virus, worm, malware or other malicious computer code designed to disrupt, disable or harm the API or Ascenum Platform; (vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede, harm or materially alter the functionality of the API, Ascenum Platform, related systems or our provision of services to Members or any third party, in whole or in part; (vii) access or use the API or Ascenum Platform (or any related systems, software, hardware, data, materials or services) in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party or that violates any applicable law or that is obscene, defamatory, harassing, harmful or otherwise inappropriate or unauthorized; (viii) remove, delete, alter or obscure any of our trademarks, specifications, documentation, terms, warranties or disclaimers, or any intellectual property or proprietary rights notices; or (ix) access or use the API or Ascenum Platform, or related materials, for purposes of competitive analysis of the Ascenum Platform, the development, provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage (for the avoidance of doubt, you will not create any application programming interface or associated tools and documentation that function substantially the same as the API or offer the same for use by third parties (including the Network Member)).

2.4. Third Party Content. The API may contain third party content (such as text, images, videos, audio, or software), which is the sole responsibility of the Person that makes it available. While we may review third party content, we assume no responsibility to determine whether it is illegal, offensive or violates these API Terms or it is subject to third party intellectual property rights and may remove or refuse to display certain content. Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit and Person acting on your behalf to, (i) scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header; (ii) copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense such content to any third party; (iii) misrepresent the source or ownership of such content; or (iv) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material of such content.

3. PROPRIETARY RIGHTS; CONFIDENTIALITY

3.1. Ownership. As between you and us, we own all right, title and interest, including all intellectual property rights, in and to the API, Ascenum Platform, Ascenum Marks and any Confidential Information provided hereunder, together with all improvements, enhancements or modifications thereto (including as a result of any suggestion, enhancement request, recommendation, correction or other feedback thereto provided by you, for which we shall have no obligation to you) (collectively, “Ascenum Materials”). Except for the express license and limited use rights granted in these API Terms, we do not grant you any right, title or interest in or to any Ascenum Materials.

3.2. Confidential Information. For purposes of these API Terms, “Confidential Information” means any information disclosed or made available by us to you, regardless of format or medium, including any financial information, technical and non-technical data, services, products, processes, operations, reports, analyses, test results, technology, specifications, protocols, performance standards, know-how, methodologies, trade secrets, trade practices, marketing plans and materials, strategies, forecasts, research, concepts, ideas, and names, addresses and any other characteristics or identifying information of our existing or potential licensors, suppliers, customers or employees or any information derived from any of the foregoing; provided that such information is either (i) clearly designated as “Confidential” in writing (if communicated in writing) or at the time of disclosure (if disclosed orally or visually) or (ii) of the nature or type, or disclosed under circumstances, which should reasonably be regarded as confidential. Our Confidential Information includes the Ascenum Materials and any data or personally identifiable information regarding or associated with Members (collectively, “Network Member Data”). Confidential Information shall not include any information, other than Network Member Data, which (i) is or becomes available to the public other than as the consequence of a breach of these API Terms; (ii) is actually known to you or in your possession without any limitation on use or disclosure prior to receipt from us; (iii) is rightfully received without confidentiality restrictions from a third party in possession of such information who is not under obligation to us not to disclose the information; or (iv) is independently developed by you without use of or reference to the Confidential Information. The burden of proving the applicability of these exceptions shall be on you.

3.3. Non-Disclosure of Confidential Information. You shall (i) hold in strict confidence and trust all Confidential Information, using the same degree of care that you use to protect the confidentiality of your own confidential information of similar type, and in any event no less than a reasonable degree of care; and (ii) not disclose, sell, rent or otherwise provide or transfer, directly or indirectly, any Confidential Information to any Person without our prior written consent, except that you may disclose Confidential Information to your or your affiliates’ employees, agents, contractors, legal counsel and accountants who need to know such information, only to the extent reasonably necessary, consistent with the obligations of the parties under these API Terms and who are bound by confidentiality obligations no less stringent than those set forth in these API Terms. You may use the Confidential Information only as expressly authorized in these API Terms and not for any other purpose. You shall require any of your employees or representatives who obtain Confidential Information to comply with these API Terms and shall be responsible for any breach of these API Terms by such employees or representatives.

3.4. Compelled Disclosure. Notwithstanding the foregoing, you shall be permitted to disclose Confidential Information pursuant to a court order, government order or any other legal requirement of disclosure, or pursuant to the listing rules of any stock exchange to which such party is subject, in each case if no suitable protective order or equivalent remedy is available; provided that, to the extent permitted, you give us written notice of such court order, government order, legal requirement or listing rule requiring disclosure immediately upon knowledge thereof and allow us a reasonable opportunity to seek to obtain a protective order or other appropriate remedy prior to such disclosure to the extent permitted by law; and further provided that you shall furnish only that portion of the Confidential Information which you are advised by a written opinion of counsel is legally required, and will exercise your best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

4. TERMINATION

4.1. Termination. You may stop using the API at any time with or without notice; provided, however, that in order to terminate these API Terms, you must provide us with prior written notice and upon termination, cease your use of the API, without any recapture of the prorated portion of the Annual Access Fee.. We reserve the right to terminate these API Terms or discontinue the API or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you. You shall promptly notify us if at any point you cease providing any Deliverables to Members.

4.2. Effect of Termination. Upon any termination of these API Terms or the discontinuance or suspension of your access to the API, (i) all rights and licenses granted to you will terminate immediately; (ii) you will immediately stop using the API and Ascenum Marks; and (iii) you will immediately delete and destroy any Confidential Information in your possession or control and any cached or stored content that was permitted under Section 2.4 (and, upon our request, certify such destruction in writing, which certification shall include representations that (x) describe the nature and scope of the efforts undertaken to remove/expunge the information and (y) certify that the information is no longer accessible or usable by you).

4.3. Suspension. In addition to any other remedies we may have, in lieu of termination, we may elect to immediately suspend your access in the event of our belief in good faith after reasonable inquiry that you (i) breached any of Section 2, Section 3 or Section 7.2 (Monitoring), or (ii) are engaged in fraudulent, harmful or unlawful activities.

4.4. Surviving Provisions. All provisions of these API Terms that by their nature should survive termination will survive termination, including accrued rights to payment, ownership, confidentiality obligations, warranty disclaimers and limitations of liability.

5. DISCLAIMER OF WARRANTIES; LIABILITY

5.1. Disclaimer of Warranties. THE API AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY US UNDER THESE API TERMS ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS WITH NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, WE DO NOT WARRANT THAT THE API WILL FUNCTION WITHOUT INTERRUPTION OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API.

5.2. Force Majeure. Ascenum shall not be responsible or liable for any delay or failure resulting from any events, circumstances or causes beyond Ascenum’s reasonable control.

5.3. Excluded Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER WE NOR ANY OTHER PERSON WHO HAS CONTRIBUTED TO THE DESIGN, DEVELOPMENT OR DEPLOYMENT OF THE API, SHALL BE LIABLE FOR ANY (I) INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; (II) LOST BUSINESS OR ANTICIPATED SAVINGS, LOST PROFITS, LOST GOODWILL OR DIMINUTION IN VALUE; OR (III) LOST, DAMAGED, CORRUPTED OR INACCURATE DATA, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THE API, ASCENUM PLATFORM OR THESE API TERMS, EVEN IF WE HAVE BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

5.4. Maximum Liability. To the fullest extent permitted under applicable law, our total liability, if any, for any and all claims arising out of or in connection with providing you access to and use of the API shall not exceed $500 USD.

6. INDEMNIFICATION. To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless us and any other Person who has contributed to the design, development or deployment of the API, and our and their respective directors, officers, employees, agents, shareholders, suppliers and consultants, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from or related to (i) your use of the API or Ascenum Platform other than as expressly authorized in these API Terms; (ii) sales, value-added, use, excise or other taxes, duties, fees, levies or other governmental charges arising from your business transactions; (iii) a violation of any law or regulation governing, or of any intellectual property or other rights by, your goods, services, software or other materials; or (iv) your breach of these API Terms or any unlawful conduct by you or on your behalf.

7. MISCELLANEOUS

7.1. Entire Agreement; Amendment. These API Terms are the complete and exclusive agreement between us and you concerning the subject matter of these API Terms and supersedes any and all prior or contemporaneous proposals, agreements, verbal or written, and may not be modified except in writing, signed by both parties. These API Terms shall take precedence over any additional or different terms and conditions you may provide, to which notice of objection is hereby given.

7.2. Monitoring. You acknowledge that (i) we may monitor use of the API to ensure quality, improve our offerings and verify your compliance with these API Terms, and agree not to interfere with this monitoring; (ii) this monitoring may include our accessing and using your Profile and your platform or website to identify security issues that could affect us or Members; (iii) we may use any technical means to overcome any interference identified by this monitoring.

7.3. Waiver; Severability. The failure to enforce at any time the provisions of these API Terms or to require at any time performance by the other party of any of the provisions of these API Terms shall in no way be construed to be a waiver of such provisions or rights. If any provision of these API Terms is held to be invalid or unenforceable by a judicial or regulatory authority, the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable. If no feasible interpretation would save the provision, it shall be severed and the remainder shall not be affected and shall be enforced as nearly as possible according to its original terms and intent.

7.4. Governing Law. These API Terms shall be construed and governed in accordance with the laws of the State of Florida, excluding its conflict of laws provisions.

7.5 Equitable Relief. You acknowledge that any breach of Section 2 or Section 3 may irreparably harm us, that the damages suffered by us as a result of such breach will be difficult to ascertain, and that we may not have an adequate remedy at law for such breach. You agree and consent that in the event of such actual or threatened breach, we shall be entitled, without posting bond, in addition to all other rights and remedies to which we may be entitled, to obtain injunctive or other equitable relief.

By agreeing to these API Terms, you intend to be legally bound as of the Effective Date.

Ascenum Member 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.