ASCEND PARTNERSHIPS, INC.
TERMS & CONDITIONS


READ THIS AGREEMENT CAREFULLY. WE ARE WILLING TO PROVIDE THE SERVICES'S SOFTWARE, CONTENT AND SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE FOLLOWING TERMS.

By using this Site, the features available at this Site, and any functions, software, applications, components, functionality, programs, or documentation available through the site (together, the "Service" or "SERVICES"), you are agreeing to the following terms and conditions of Ascend Partnerships, Inc. (the "COMPANY"). These terms and conditions, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and the SERVICES, whether directly or through a third-party site. Please read them carefully before using the SERVICES. Should you have any questions concerning this Agreement, please contact legal@ascendpartnerships.com

BY REGISTERING WITH US AND/OR BY USING THE SERVICES, YOU ARE AGREEING ELECTRONICALLY TO THE FOLLOWING TERMS, WHICH IS AN AGREEMENT BINDING ON YOU (THE "AGREEMENT"). IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

  1. ABOUT THIS AGREEMENT.

    This Agreement governs your registration, access and use of software, features, files and upgrades (the aforementioned "Service" or "SERVICES"). The general terms of this Agreement may be supplement by usage rules, terms, guidelines and policies ("Usage Rule(s)") that will apply to your use of specific features of the SERVICES. Such Usage Rules will be posted with the applicable application and are binding on you as part of this Agreement. In this Agreement, the terms: "File" means data, text, communications, software, images, sounds, video or other information that you store or that others may share with you, either privately or publicly on or through the SERVICES; "We" or "us" or "our" or "the COMPANY" mean collectively Ascend Partnership, Inc. and affiliates; and "You" or"your" or "User" or "Users" means both you and such person or entity in whose behalf you act, if any.

  2. CHANGES TO THE AGREEMENT.

    We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. You can find the most recent version of these terms and conditions on the Site, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the SERVICES. Your continued use of the SERVICES following the posting of modifications will constitute your acceptance of the revised terms and conditions. Should you have any questions regarding the use of our Site, please submit a ticket from our help page.

  3. THE SERVICES

    We provide online data storage resources and software that provides the means to enter data onto a users selected storage device or computer as well as online. SERVICES, offered by us under the brand name "InformationSafe" and "InfoSafe", are offered at different prices, plans and price packages. The level of features that will be available to you will depend on the price, plan or price package selected by you. If access to SERVICES is provided as a complimentary benefit by a company or organization with which you have a valid customer relationship or membership, you are only entitled to the plan or package selected by the company or organization. No credit is given for complimentary plans should User choose a different plan. Certain premium features, such as additional storage space, telephone customer support, etc., are available only with certain plans. The terms of the offer selected by you, including any fees associated with the plan, are binding on you. Purchases are final and non-refundable. In the event we offer any free or free trial promotions, we may limit the number of free or free trial promotions we offer to you. Any trial promotion to a subscription plan (such as free trial time) must be used within the specified time of the trial. You must cancel your account before the end of the trial period to avoid being charged a fee.

    We have no obligation to offer any specific feature or plan. Certain features or offerings may not be available in all geographic locations. We may change or discontinue SERVICES or any feature of the SERVICES at any time and without notice.

  4. GENERAL OPERATING RULES; BANDWIDTH LIMITATIONS

    YOU AGREE THAT WE MAY IN OUR COMPLETE DISCRETION ESTABLISH GENERAL OPERATING PRACTICES TO MAXIMIZE THE OPERATION AND AVAILABILITY OF THE SERVICES FOR THE GREATEST BENEFIT OF OUR USERS AND TO PREVENT ABUSES. AS PART OF THESE PRACTICES, WE RESERVE THE RIGHT TO MONITOR OUR SYSTEM TO IDENTIFY EXCESSIVE CONSUMPTION OF NETWORK RESOURCES AND TO TAKE SUCH TECHNICAL AND OTHER REMEDIES WE DEEM APPROPRIATE TO PREVENT ABUSES. YOUR CONSUMPTION OF THE SERVICES SERVICES MAY BE DEEMED EXCESSIVE IF, WITHIN ANY MONTH, YOUR USAGE GREATLY EXCEEDS THE AVERAGE LEVEL OF MONTHLY USAGE OF THE SERVICES'S CUSTOMERS GENERALLY. IN THE EVENT YOU ARE DEEMED TO HAVE VIOLATED THIS POLICY, WE RESERVE THE RIGHT IN OUR DISCRETION TO ARRANGE A CUSTOM PRICING PLAN THAT WILL PERMIT YOU TO CONTINUE TO USE THE SERVICES. PLEASE NOTE, INCIDENTS OF VIOLATION OF THIS POLICY HAVE BEEN INFREQUENT AMONG THE SERVICES USERS; HOWEVER, WE RETAIN THE RIGHT TO TERMINATE OR SUSPEND YOUR ACCOUNT WITHOUT PRIOR NOTICE IN THE EVENT OF A VIOLATION OF THESE TERMS.

  5. YOUR REGISTRATION OBLIGATIONS

    We provide the SERVICES for your personal use. You may not use the SERVICES to conduct business without a separate written contract with us.

    To obtain and use the SERVICES, you are required to register with the SERVICE by completing a registration form and designating a user ID and password. When registering with the SERVICE you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the SERVICE's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the SERVICES (or any portion thereof).

    You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You agree to immediately notify us of any unauthorized use of your user ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

  6. YOUR REPRESENTATION

    By visiting this Site and/or by completing the registration process for the SERVICES, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions. You also agree that you will use the SERVICES only for lawful purposes, that you are providing complete and accurate information about yourself when you register with us, that you will keep your registration information current, and that you will not violate the terms of this Agreement. The SERVICES are available ONLY TO USERS 13 YEARS OF AGE OR OLDER. REGISTRANTS BETWEEN THE AGES OF 13 AND 18 MUST HAVE A PARENT ASSIST IN THE COMPLETION OF REGISTRATION.

    You represent and warrant that you have adequate legal capacity to enter into this Agreement.

  7. PRIVACY

    We have established a Privacy Policy to explain to Users how their information is collected and used, which you can read on our Site, ascendpartnerships.com. Your use of the SERVICES signifies acknowledgment of and agreement to the Privacy Policy we have establish. You further acknowledge and agree that we may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce these terms and conditions, or, in its sole discretion, to protect the rights, property, or personal safety of the COMPANY, its employees, users and third parties, and the public, or as otherwise described in the Privacy Policy. We have posted our Privacy Policy at AscendPartnerships.com.

  8. EQUIPMENT AND SOFTWARE

    You must provide at your own expense Internet access, compatible software and/or compatible equipment to access and use the SERVICE. You must ensure that you meet the system requirements that we will disclose to you when you sign up for the SERVICE. You may need to download from us certain software to features of the SERVICES. You may need to obtain updates or upgrades from time to time in order to continue using the SERVICES. We may modify system requirements or the Software at any time.

    WE MAKE NO WARRANTY THAT ANY PARTICULAR COMPUTER OR OTHER DEVICE WILL BE COMPATIBLE OR FUNCTION WITH THE THE SERVICES SOFTWARE AND SERVICE.

    We may modify the system requirements for the SERVICES at any time.

  9. YOUR RESPONSIBILITIES

    The SERVICES are for your personal use only. You are responsible for all activities under your account, including all legal liability incurred from the use or access of your account by you and others. You are solely responsible for what you store, make available or retrieve from your account and from all public folders as Content ("User Content"). You are responsible for keeping your password confidential. You may not submit or transmit through the SERVICES any User Content, material, or otherwise engage in any conduct that:

    • violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, intellectual property rights, publicity or other proprietary rights;
    • violates the privacy of another;
    • is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
    • victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
    • impersonates any person, business or entity, including our company and our employees and agents;
    • contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
    • encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
    • advertises, sells or distributes prohibited items, including lotteries, betting or wagering activities, ammunition, firearms, fireworks, tobacco, alcohol, adult products/services and explosive materials;
    • violates this Agreement, guidelines or any policy posted on AscendPartnerships.com; or
    • interferes with the use of the SERVICE by others.

    You may not:

    • use the SERVICES in any way that may damage, disable, overburden, or impair our servers or networks;
    • use the SERVICES to attempt to exploit a minor (under 18 years) old or solicit personal information from a minor;
    • try to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means;
    • use the SERVICE or communication tools provided by us to transmit, directly or indirectly, any unsolicited bulk communications (including e-mails and instant messages); or
    • harvest information about our users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications.

    We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement, including without limitation, immediate termination of your account or access to the SERVICES if we believe in our discretion you are violating this Agreement.

    We retain at the sole and exclusive discretion on all judgments concerning the applicability of these guidelines. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit how we respond to a future complaint. You acknowledge and agree that we shall not assume or have any liability for any action or inaction that we take with respect to any User Content. Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.

  10. PROPRIETARY RIGHTS

    The COMPANY its licensors and contributors own all right, title and interest in the SERVICES. The COMPANY's rights are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. Rights are reserved by their respective owners. You may only use the SERVICES as authorized by this Agreement.

  11. ACCESSING THE SERVICES AND POSTING USER CONTENT AND DATA

    You may access the SERVICES only through the interfaces and protocols we provide for or authorized. You agree that you will not access the SERVICES through unauthorized means, such as unlicensed software clients. Certain SERVICES save only certain types of files. You agree not to circumvent these limitations in any way, including but not limited to, changing file extensions or header information.

    You may only attach files on the SERVICES that you created or that you have permission to share or post. You are solely responsible for the files you attach on the SERVICES, including without limitation, the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all files or content. We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any files or content. You may not post or share files or content that violates this Agreement. We do not claim ownership of any files or content that you may post on or share through the SERVICES. To the extent that the SERVICES provide Users an opportunity to store and exchange information, materials, data, files, programs, ideas and opinions ("User Content"), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein.By registering to use the SERVICES, you understand and acknowledge that the SERVICE and its contractors retain an irrevocable, royalty-free, worldwide license to use, copy, and publicly display such content for the sole purpose of providing to you the SERVICES for which you have registered. In the event that you give us the right to distribute your content, additional terms may apply to our usage or distribution of this content. You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users for interaction with other Users. We do not claim any ownership rights in any User Content. The SERVICES save to your selected storage device (such as your computer) or a server that we operate, an encrypted copy of content you designate. The SERVICES save changes or additions to this content and then creates an encrypted copy of modified or newly designated content. You will not be able to restore content that we have not completed copying, files that have been changed but not yet been backed up, or content that are not eligible for back up. We do not maintain a secondary copy of your data that you have saved to our servers. Should we lose your data, we will undertake commercially reasonable efforts to create a replacement back-up from the files stored on your computer.

    If your license to Use the SERVICES expires, is terminated, is not renewed, or is otherwise discontinued for any reason, we may, without notice, delete or deny you access to any of your Data that may remain in their possession or control.

    You agree that we may retain (but shall have no obligation to retain) your Backup Data for a period after your trial or license has been terminated, expired, or otherwise lapsed, as part of our marketing to you of the opportunity to purchase, renew, or extend a license. You also agree that the SERVICE may retain your Personal Information and related account information for a reasonable time after your license has been terminated.

  12. DATA COLLECTION, ENCRYPTION, PRIVACY AND DISCLOSURE

    The contents of your files are encrypted before they are transmitted to a data center we operate or contract with. We may have the ability to decrypt your data files. However, we will not decrypt your files unless i) it reasonably believes that it must do so to troubleshoot problems with the SERVICE or ii) it reasonably believes it must do so in order to comply with a law, subpoena, warrant, order, or regulation, including, without limitation, the requirement of a certification that complies with 18 U.S.C. ? 2703. We may also provide access to your data to government authorities if we suspect or believe that the data contain child pornography or other prohibited data or that the data are being used for illegal purposes. You acknowledge that we or we may use servers and other equipment to provide the SERVICES that are located in the United States or in other countries where litigants, law enforcement, courts, and other agencies of the government may have the right to access data stored within their jurisdictions upon terms and conditions provided by local law, and that as a result, they may gain access to your Data as provided by applicable local law.

    You may elect to use the SERVICES that permit you to decrypt and download Data from any Internet enabled computer. You acknowledge that this may cause the contents of these files to become accessible to individuals other than you and that you accept this risk. You further acknowledge that depending upon the SERVICES you use or the features of the SERVICES you use that accessing your Data from any Internet enabled computer many not be possible.

    Content posted by Users is encrypted and cannot be viewed us (we generally do not review Content. However, we shall have the right, but not the obligation, to reject, refuse to post, or otherwise monitor all content displayed by users, and may remove or require users to remove all content that we, in our sole discretion, deems to be (a) inconsistent with strategic mission and vision we have(including but not limited to content that contains undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence or prejudicial content) and/or these Terms of Use; or (b) possibly in violation of applicable law. In addition, we have the right to remove any content if we have reason to believe that displaying such content may infringe the rights of a third party or subject us to expense or liability. Please notify us by ticket submission from our Support page regarding any content that you believe might violate applicable law or your intellectual property rights or contain undesirable images of or links or references to tobacco and alcohol products, profanity, pornography, violence, prejudicial content, or content that is obscene, lewd, lascivious, filthy, excessively violent, harassing, or otherwise objectionable.

    We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit how we respond to a future complaint. You acknowledge and agree that we shall not assume or have any liability for any action or inaction that we take with respect to any User Content.

  13. MONITORING

    We are not liable for Content that is provided by others. We have no duty to pre-screen such Content. We reserve the right to remove Content for any reason, but we are not responsible for any failure or delay in removing such material. We are not responsible for Content made available on the Internet.

  14. FEES AND PAYMENT

    You agree to pay the applicable fees and charges for any purchases that you make from us. All charges are nonrefundable unless provided otherwise by us. We may limit the number of promotions for which you may be eligible in a given period. You must select a payment method to pay us for any subscription fees and all purchases made from us. You must give us accurate billing and payment information and keep this information up-to-date. We will bill you through the payment method that is associated with your account. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize us to charge your designated payment method for these charges and to retain information about the payment method associated with your account. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by us. We may, in our discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make from us. Every time you make a purchase or use the SERVICES, you reaffirm that (i) we are authorized to charge your designated payment method; (ii) we may submit charges incurred under your Account for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated. You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family or friends). Any monthly service fees will be charged one month in advance and are not refundable. We will automatically charge your payment method for your monthly service charges, and any applicable fees and taxes, after the last day of the billing period. Any pre-paid services or other subscription plans, such as a complimentary benefit by a company or organization with which you have a valid customer relationship or membership, will be subject to supplemental terms that will be disclosed to you when you make your purchase and that will supplement this contract. After 30 days from the date of any unpaid charges, your account will be deemed delinquent and we may terminate or suspend your account for nonpayment. We reserves the right to assess an additional 1.5 percent (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by us in our efforts to collect any remaining balances from you.

  15. BILLING DISPUTES.

    You must notify us about any billing problems or discrepancies within 60 days after they first appear on the statement you receive from your bank or credit card company. If you do not bring such problems or discrepancies to our attention within 60 days, you agree that you waive the right to dispute such problems or discrepancies.

  16. CUSTOMER SUPPORT

    We may, in our sole discretion, provide customer support or service to you. This service may be available only on selected days and/or during a limited number of hours. Service may also be available through only certain delivery vehicles such as email or telephone and some services may only be available for the payment of an additional fee or charge. As part of the delivery of services, we may employ a variety of tools to aid in the process of resolving your issues as a user. You grant us the right to use these tools and hold us harmless for the use of these tools as well as the guidance provided by its customer support staff who, you acknowledge, cannot be fully aware of all of the complexities associated with the SERVICE, your computer, or all of the related or associated infrastructure that may affect the performance of your systems or the encryption and backup of your files. You agree and understand that certain programs, files, information or data you restore may require that you have access to or retain license keys that the SERVICE may not have backed up and that you will retain any needed copies of such information. You agree and understand that certain programs, applications or utilities will require configuration in order to access data restored from the SERVICES and that we have no obligation to assist, and may not be able to assist, you with such configurations.

  17. LICENSE; SOFTWARE

    We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use the SERVICES for your own use and provided that you comply and remain in compliance with this Agreement. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the SERVICES. Your license terminates immediately upon cancellation or termination of your SERVICE account or if we believe you are in violation of this Agreement. Unless provided otherwise in a separate license agreement, any software we provide to you may be installed on any single computer or device from which you wish to access and use the SERVICES. You may not (a) sell or redistribute the SERVICES, (b) incorporate any aspect of the SERVICES into another product, or (c) reverse engineer, decompile or disassemble the SERVICES or otherwise attempt to derive the source code from the SERVICES (except where expressly permitted by law). You may not modify, adapt or create derivative works from the SERVICES in any way or remove proprietary notices posted on AscendPartnerships.com. You may access the SERVICES only through the software, interfaces and/or protocols provided or authorized by us. Also, you may not authorize or assist any third party to do any of the things prohibited in this paragraph. Any rights not specifically licensed to you for any SERVICES are reserved by the owner of the rights in the software. We may automatically check your version of the SERVICES. We may automatically update the SERVICES on your computer to improve the performance and capabilities of such SERVICES. If you shut down the SERVICES during an automatic update or otherwise interfere with the installation of the update, the SERVICES may be damaged and/or cease to operate.

    Your license will end on the date your use of the SERVICES ends. Your license will also end if we modify the SERVICES in a way that no longer supports the SERVICE

    .

    The SERVICES (including its software) is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b) (2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.

    We are under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements to the SERVICES, although we may do so in our sole discretion.

  18. DESKTOP SOFTWARE.

    If you have licensed SERVICES that allows you to use the SERVICES on your desktop ("Desktop Software"), you understand and agree that any information, materials, data, files, programs, ideas and opinions provided or made available by you through the Desktop Software constitutes "User Content". By licensing the Desktop Software, you grant the COMPANY and its contractors an irrevocable, royalty-free, worldwide license to access, use, modify, and delete User Content on your desktop through the Desktop Software for the sole purpose of providing to you the SERVICES, including, without limitation, the back-up of files between the Desktop Software and the Site and sending emails and email links. You acknowledge and agree that the COMPANY shall not assume or have any liability for any action or inaction by the COMPANY with respect to any such User Content, including, without limitation, the loss of such User Content.

    Without limiting the generality of Section 9 or 11, you may not use the SERVICES, including the Desktop Software, in a manner that results in excessive bandwidth usage, as determined by a representative of the COMPANY. The COMPANY reserves the right, in its sole discretion, to determine whether and what action to take in response to any excess bandwidth usage, including, without limitation, limiting your bandwidth usage or charging you for such excess usage.

    If you have licensed the Desktop Software, the COMPANY reserves the right, in its sole discretion, to make unscheduled deployments of updates or enhancements to the Desktop Software. You acknowledge and understand that during such deployments, certain functionality of the Desktop Software may be unavailable and outages may occur.

  19. DISCLAIMER OF WARRANTIES.

    We provide the SERVICES "as is", "with all faults" and "as available." We, our vendors and distributors ("Service Providers") make no express warranties or guarantees about the SERVICES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE PROVIDERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICES IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. THE SERVICE PROVIDERS DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES, OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE INEGRITY OR SECURITY OF YOUR FILES OR CONTENT. WE MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS AND COPYRIGHT OF ANY DATA OFFERED OR SHARED BY OTHERS ON THE SERVICES. You may have additional consumer rights under your local laws that this contract cannot change. You use the SERVICES at your own risk.

  20. LIMITATION OF LIABILITY.

    YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH THE SERVICE PROVIDER OR THE SERVICES IS TO DISCONTINUE YOUR USE OF THE SERVICES OR TO CANCEL ANY SUBSCRIPTION THAT YOU MAY HAVE WITH US. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICES EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID DURING A ONE-MONTH PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.

    WE SHALL NOT BE LIABLE FOR LOSS OF CONTENT THAT YOU STORE WITH THE SERVICES. WE ARE NOT RESPONSIBLE FOR CIRCUMSTANCES BEYOND OUR CONTROL, INCLUDING WITHOUT LIMITATION, ACTIONS OF THIRD PARTIES OR NATURAL DISASTERS.

    THE SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES AND ITS SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THE SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS' LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.

  21. CANCELLATION

    Unless you are on a plan that requires a time commitment, you may cancel a subscription that you may have with the COMPANY at any time, for any reason. If you are participating in any trial period offer, you must cancel the SERVICES before the end of the trial period to avoid incurring charges. Certain plans may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer.

  22. TERMINATION; DEACTIVATION.

    We may cancel or suspend access to your SERVICE account at any time, without cause and/or without notice. Your right to use the SERVICES will end once your account is cancelled or terminated, and any data you have stored on the SERVICE may be unavailable later. You remain responsible for paying any amounts owed on your account at the time your account is terminated or cancelled.

  23. INDEMINIFICATION.

    You agree to defend, indemnify, and hold harmless us and our subsidiaries, parent and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the SERVICES and for any violation by you of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

  24. ELECTRONIC CONTRACTING AND NOTICES

    Your affirmative act purchasing or registering for the SERVICES constitutes your electronic signature to this Agreement and your consent to enter into agreements with us electronically. You agree that we may send to you in electronic form any privacy, disclosures or other notices about the SERVICES, including without limitation, notices about changes to pricing or changes to this Agreement (collectively, "Notices"). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration or (2) by posting the Notice on AscendPartnerships.com. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your SERVICE account. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. You can retrieve an electronic copy and a printable version of this contract by clicking on the "Terms of Service" (or "Terms of Use") link on the home page of AscendPartnerships.com. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

  25. EUROPEAN USERS.

    By using the SERVICES, Users in the European Union understand and consent to the processing of personal information in the United States

  26. ENGLISH LANGUAGE

    These Terms and Conditions of Use were negotiated and written in English. Any inconsistency between the Terms and Conditions of Use as expressed in English and any other language shall, to the full extent permitted by applicable law, be resolved by reference to the English version. Les parties ont convenu de rediger cette entente en anglais.

  27. NOTICES TO THE SERVICES

    You may notify us by e-mail at legal@ascendpartnerships.com

  28. OTHER TERMS.

    If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect. A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.

  29. MISCELLANEOUS.

    We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void. ANY CLAIM RELATED TO THIS CONTRACT OR THE SOFTWARE AND SERVICE MUST BE BROUGHT WITHIN ONE YEAR. THE ONE-YEAR PERIOD BEGINS ON THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS. Our failure to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.

    You agree to reimburse us for any costs or fees related to its enforcement of this Agreement, including without limitation the expert fees and attorney fees regularly charged by the experts and legal counsel we chose.

    We are not responsible for misprints, errors or omissions in its advertising and promotional materials.

  30. ENTIRE AGREEMENT

    This Agreement and any Usage Rules, price package offers, supplemental terms, policies, rules and guidelines posted on AscendPartnerships.com constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

  31. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

    You agree that the law of the State of New Jersey governs this contract and any claim or dispute that you may have against us, without regard to New Jersey 's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the State of New Jersey PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF NEW JERSEY OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF NEW JERSEY FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS

  32. ASSIGNMENT.

    We, in our sole discretion, transfer or assign all or any part of its rights in the SERVICES, and any license or contract related thereto, and may delegate all or any portion of its duties, if any, under any such SERVICES, licenses, or other contracts.

  33. PROCEDURES FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

    We provides SERVICES that permit registered users of the the SERVICES to store on their selected storage device, online on the web or back-up content on the Web. We do not tolerate infringing material on its equipment or network, and may remove content that appears to infringe any copyright or other intellectual property rights or otherwise violates our Terms of Use, found on our Web site (AscendPartnerships.com).

    We respect copyright law and expect Users to do the same. We expressly prohibit the use of its SERVICES for the illegal transmission of copyrighted material, and will respond if notified by content owners to disable copyrighted material from being transmitted via its SERVICES. In addition, we may disable individual accounts if these accounts are found to be illegally transferring copyrighted material.

    If you believe that your copyright in any material has been infringed on a site hosted on our equipment or through its services, please send a DMCA Notice. (described below) to our Copyright Agent for Notice of Claims of Copyright Infringement. Once we receive a complete DMCA Notice, we will then evaluate your notice and take such action as is appropriate under the Digital Millennium Copyright Act (DMCA.), 17 U.S.C. ? 512 et seq.

    Federal law requires your DMCA Notice to include the following information:

    1. Identification of the copyrighted work that you claim has been infringed;
    2. Identification of the material, including URL, that you claim is infringing, with enough detail so that we may locate it;
    3. Your address, telephone number, and e-mail address;
    4. A statement declaring under penalty of perjury that (a) you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (b) the above information in your notice is accurate, and (c) you are the owner of the copyright interest involved or you are authorized to act on behalf of that owner; and
    5. Your physical or electronic signature.

    Our Copyright Agent for Notice of Claims of Copyright Infringement can be reached as follows:

    Attn: DMCA Copyright Agent
    Ascend Partnerships
    244 5th Avenue, Suite 2420
    New York, NY 10001

    Fax: (201) 839-4662

    Please note that we, in our sole discretion, may terminate the account of any User about whom we receive more than one complaint of copyright infringement.

    If you have any questions about this policy, please contact us at legal@AscendPartnerships.com

Copyright © 2009 Ascend Partnerships, Inc. All Rights Reserved.
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